Max, Michael, Isabel and Tess assemble in the Granolith chamber. Max explains that the crystal will activate it and it will take 24 hours to power up, after which it will take them back to Antar. It can't be stopped once it's started and can only be used once. Isabel and Michael both have reservations, with Michael pointing out Leanna is still out there. Max says he'll take care of her before they leave and sets the Granolith going.
Liz, Maria, Kyle and Sean are sitting outside the Crashdown. Maria points out that Kyle is constantly drumming out a rhythm with his fingers. Michael and Max approach. Michael asks Maria to come see him that night while Max asks to talk to Liz upstairs. He tells her she was right about Alex being killed by an alien. Liz claims she never blamed him. Max is going to kill Leanna and needs the information she has. Liz insists on going with him.
Isabel spends the evening with Philip and Diane, obviously devastated at the thought of leaving them. She visits Alex's grave and talks to a vision of Alex, sharing a last imaginary dance with him. Meanwhile, Jim assures Tess that if anything goes wrong she and the baby will have a home with him. Tess calls him "Dad", but they both admit it feels weird.
Liz and Max sneak into the ventilation shaft at the Las Cruces University, looking over Jennifer Coleman's dorm room where she is sewing. Max is going to use his powers to cause a heater to catch light and will contain the fire in the room until everyone else has left. Liz feels something is wrong and leaves. She suddenly realizes Jennifer pricked her finger. She races back to the dorm room and gets Jennifer out before Max can start the fire, scooping up the bloodied cough as she leaves. She meets up with Max and tells him Jennifer isn't the killer. As they drive back to town, Max tells her about Tess' pregnancy. Liz examines the blood stain and confirms Jennifer is human: Someone set her up. However, they have no idea who. Max tells her he'll soon be leaving Earth. Liz blames him for getting Tess pregnant, saying she saved herself for him. Max protests that she slept with Kyle.
Kyle goes to Tess' room and starts telling her how much he'll miss her. Then he has a flashback and realizes he saw Alex in the room the night he died. Tess promptly mind warps him to forget about it. Meanwhile, Michael has prepared a meal for Maria. He reminds her how she never got flashes kissing him like Liz did with Max and says it's because he wouldn't let her in. He links hands with her and she sees flashes of his childhood and the image he has of her. They make love for the first time. Afterwards, Michael tells her they're leaving.
Max drops Liz off at the Crashdown and gives her the pendant they got from River Dog's reservation as a reminder. He realizes she never slept with Kyle. They kiss goodbye and he admits he doesn't love Tess as much as her. Max goes home to Isabel, who is scared about leaving. Max tells her that his home is with her and they record a farewell video message for their parents. Meanwhile, Liz goes to see Sean and kisses him. They go to his bedroom but Liz is unable to go through with it.
Max goes to collect Tess. When they kiss, she gets a flash of him kissing Liz and is annoyed but says Max will soon forget about her. The Royal Four, with help from Valenti, cause Max's jeep to drive off a cliff and explode. They say their goodbyes to Jim, leaving him the video message to give to the Evans.
Maria comes home to find Liz there. They hear Amy sleepwalking and having flashbacks of being held hostage by Brody. She starts drumming her fingers in the same way Kyle was earlier and Alex was the night he died. Liz concludes they have both been mind warped. They go to see Kyle and help him remember what happened that night: He found Alex arguing with Tess, having remembered that she mind warped him for two months in order to get him to decode the alien book, damaging his brain in the process. Despite his protests, Tess tried to mind warp him again, killing him. She then mind warped Kyle into loading his body into the car, making him think it was luggage.
Liz, Maria and Kyle race to the pod chamber but are too late to stop Max and the others going inside. However, Michael decides to stay behind, realizing he's found a home there. Max offers Isabel a chance to stay too but she says what he said earlier was true: Her home is with him. Michael exits and runs into the others, who tell him what's going on. They dash back inside and tell Max and Isabel. Max orders everyone else out while he confronts Tess. She says she didn't mean to kill Alex but she needed to convince him to go back home. She also admits Nasedo did a deal with Kivar where she would return home with Max's baby and deliver the rest of them to him. Max goes to use his powers on her but she points out she's still carrying his child. Max tells her to go but warns her it's not over. Tess touches the Granolith and is absorbed into it.
Max meets up with Isabel in the Pod Chamber and the others outside. They all flee down the hillside as the Granolith bursts out of the rocks and blasts off into space. Max tells Liz he's been wrong about a lot of things lately but not about her, while Maria realizes Michael stayed for her. Isabel asks what happens now. Max says he has to save his son.
- It served as the final episode of the series to be broadcast on The WB. The third season of the series was move to UPN.