When Michael begins having nightmares about keeping the bribe money the Duprees gave him, he tells Max he needs to get away to clear his mind. When Max asks where, Michael says Las Vegas so he can get rid of all the tainted Dupree money. Later at school, through a series of miscommunications, Isabel, Alex, Kyle, Liz, Tess and Maria all decide they are going to Vegas, too. While Max creates a cover plan for them, Maria uses some of the money to make extravagant accommodations and transportation. Once in Vegas, Michael uses his powers to change everyone's IDs to say they are at least 21. He then tells everyone that he and Max are not to be bothered, and gives each person three thousand dollars to spend. As everyone runs off, Liz and Max discuss how each was surprised the other decided to come along. Max tells Liz he's only there for Michael, and Liz responds she's only there to support Maria. Michael then tells Liz to get lost, and he and Max hit the tables.
As Maria goes for a massage, Isabel, Liz and Tess enter the Casino where Liz and Tess are stopped by security. A nervous Liz blurts out they are only seventeen, and she and Tess are forced to go to the video arcade. Over at a blackjack table, a bored Isabel goes off in search of something more exciting as Alex loses his entire three thousand dollars on one hand. While Alex tries to calm down, Maria comes up to him and begs him to accompany her to an audition for a booking agent she's discovered. Alex agrees when Maria tells him she'll give him her entire three thousand dollars for the favor. Maria then goes to Michael at the craps table to tell him about her audition, and he tells her to get lost. Michael continues to win and Max realizes he has been using his powers to cheat. Max tells Michael he should stop, but Michael is too caught up in the energy of the moment. Michael's tremendous luck grabs the attention of the pit boss who closes down the table. Upset at the pit boss, Michael throws a punch and gets himself and Max thrown in jail. Michael calls Maria to bail them out, and she tells him the audition she just went on was for a stripper. Waiting for Maria to collect bail money from Kyle, Michael and Max get into a fight in their holding cell. Michael tells Max he has been like a machine lately.
Meanwhile back at the arcade, Liz and Tess admit neither of them is happy to be there with the other. Liz also admits to Tess she never wanted to come in the first place, all the while thinking of what Future Max had told her about she and Max being married in Las Vegas. While playing the slots, Isabel discovers a bride upset because her maid of honor has food poisoning. When the bride asks Isabel to fill in, she agrees being smitten with the best man, Dave. After the wedding, Dave and Isabel share a dance. Intrigued by his good looks and charm, she agrees to go to his hotel room. Now out of jail and back at the hotel room, Max decides to leave Vegas. Maria begs Michael to make Max stay, saying she's planned a dinner for all of them, but Max tells them he's leaving. Max then goes to Liz to tell her he's leaving, and the two discuss how ridiculous it would be to ever get married in Vegas. When Max goes to leave, he sees a married couple going into the casino and has a vision of he and Liz as a newly married couple.
Later at the dinner, Michael surprises Maria with an opportunity to sing just as Isabel shows up to tell Alex she left Dave before anything had happened. Feeling she'll never find the right guy, Isabel tells Alex she must be a freak and as Alex invites Isabel to dance, he tells her when she's ready for it, she's going to make someone the happiest man ever. At the table while Liz watches everyone dancing, Max shows up and asks her to dance. Then on the dance floor, Max tells Liz about his vision of the two of them and just as Liz is about to tell Max about Future Max, the song ends. That night at the hotel room, the kids walk in to find Sheriff Valenti waiting for them. He tells them how irresponsible they were to leave, with everything that's been going on, without telling him where they were going. He then orders them all back to Roswell, taking Kyle and Tess with him. Max and Michael mend their friendship over a cup of coffee. Max admits he does act like a machine, and should be more of a friend but he feels so responsible for all of them sometimes he lets it get in the way of how much they all mean to him. Max tells Michael that without him he'd be lost and Michael tells Max that as long as they stick together, they're going to make it.
- Isabel realises she's ready to be with someone she really cares about