Sheriff Valenti is taking care of Tess at the Valenti's home.

Tess: Thanks, that helps.

Valenti: Mm-hmm. Listen, I just want you to know if anything goes wrong... if you're not able to go home, then you have a home here. That your child has a home here too. I mean, you're uh, you're both part of this family now. We'll figure out what's wrong with the baby. We'll find a way.

Tess: Thank you.

Valenti: Sure. I'll get some more warm water.

Tess: Thanks.... Dad.

Valenti turns and looks at her questioningly.

Tess: I just wanted to see what that sounded like.

Valenti: How'd it sound?

Tess: A little too weird.

Valenti: Yeah...

Tess: Yeah...

Max and Liz are looking into Leanna's dorm room at the University of Las Cruces from a crawl space. Leanna is sewing a button on a shirt. Liz: What are you going to do?

Max: I'm gonna send a bolt of energy to that heater. It will explode. A fire will start, fast. Too fast for her to react.

Liz: What about the other dorm rooms, the other students?

Max: I can contain the fire with my powers long enough for everyone else to get out of the building.

Liz: Max this isn't like you, it's not planned out.

Leanna: (stabs herself while sewing) OW!

Max: Liz, I have to do this now.

Liz: Max, this doesn't seem right.

Max: Go to the jeep, you don't have to be a part of this.

Liz: It doesn't feel right.

Max begins sending energy to the heater, while Liz has a revelation and runs to Leanna's room

Liz: MAX!!!

Leanna: Who are you?

Liz: C'mon, c'mon. Get out! Get out! Fire!

Leanna: Are you crazy?

Liz: False alarm, I'm really sorry.

Max (to Liz): What the hell is going on?

Liz: That girls' not an alien, she can't be the killer.

Isabel is at Alex's grave

Isabel: How can I leave now, I haven't even lived yet.

Alex: I know how scary it is, to have to leave ... leave this world, but as it turns out, it's not so bad. Your heart is your heart, your soul is your soul. That doesn't change.

Isabel: Why should I listen to you? You're not even real - you're just a figment of my imagination.

Alex: Well then you should really listen 'cause it's coming from within you. Go home.

Isabel: Home to what? I was a terrible person where I come from, I betrayed my own family. And what is home, anyway? Half of me is from there, half of me is from here. What makes one half more important than the other?

Alex: Well that's what you have to figure out.

Isabel: Yeah.

Isabel: Alex, that night, that night at the prom when we danced- it was one of the best nights of my life and I never got to tell you that.

Alex: holding out his hand) My lady?

Alex and Isabel dance. Scene fades to Isabel dancing alone.

Max and Liz are in the jeep - Max pulls over by the side of the road.

Liz: Max, why are you stopping?

Max: Liz, there's something I need to tell you. It's about Tess and me...

Liz: You're together now, I know.

Max: It's more than that. Our relationship is... uh, we spent the night together.

Liz: Oh.

Max: Liz... Tess is pregnant.

Liz: She's...

Scene fades out to commercial break. When we come back from the break, Liz and Max are in a lab looking at Leanna's blood cells from the tissue Liz stole from her room.

Liz: If I were an alien, and I was having trouble threading a needle, I would probably just use my powers. But I probably wouldn't need a needle to begin with, I would probably just zap my blouse the way that Isabel did it..... They're human blood cells, take a look.

Max: If Leanna was innocent, then who killed Alex?

Liz: I don't know.

Max: You must have some idea who it could've been!

Liz: Whoever did it set up an innocent girl. We have to start from the beginning. We have to find him or her before they kill someone else.

Max: I can't do that. I don't have time.

Liz: What are you talking about?

Max: Tess' child, our child--

Liz: Yeah, well that's your personal life.

Max: It can't survive here, he's dying... We're leaving.

Liz: Where?

Max: We're going back

Liz (pointing up): Back?

Max nods silently.

Liz: When is this happening?

Max: Tomorrow, just after dawn.

Liz: You can't leave before this is resolved.

Max: The way the granolith works...

Liz: I don't really want to hear about how the damn -

Max: I know you don't -

Liz: You can't just leave us with a killer out there.

Max: I don't have a choice!

Liz: Not anymore, but you did and then you got Tess pregnant!

Max: I know you're upset.

Liz: (yelling) I-I trusted you, I gave you everything. I jumped off bridges for you, I broke laws for you, I risked getting shot for you, I trusted you! And you go off-- God, with Tess-- God, I saved myself for you!

Max: Saved yourself? You slept with Kyle!

Liz: Take me home.

Maria arrives at Michael's to find the room lit with candles a dinner made, and the table set.

Maria: Michael?

Michael: I know you like Italian, so... And I know Scooby's your favorite.

Maria: What's going on?

Michael: Sit down.

Maria: What's this all about?

Michael: Sit down please.

Michael: There's a lot about you Maria. There's a lot about you, but I think what means the most to me is that you're open. You know I can look into your eyes and I can see you. I can see what you're thinking. I can see what you're feeling. How much I mean to you sometimes, how much I piss you off sometimes. But I can always see you.

Maria: I see you too.

Michael: No, no you don't see me. You know when Max and Liz would kiss, and Liz would get the flashes? And when we would kiss you didn't. I know how much that hurt you.

Maria: That doesn't matter to me anymore Michael.

Michael: The reason you didn't get the flashes is because I didn't let you get them. I didn't let you see me. I've never let anyone see me before...because there are things inside of me that I don't want people to see. There's things inside of me that I'm not so proud of. But I've thought about it, and I want you to see me.

Michael: Take my hands.

Maria gets flashes of Michael as a little kid, leaving the pod, fighting with Hank, finding Max and Isabel in the desert, and then flashes of their time together.

Maria: Michael...

Michael: There's something I have to tell...

Maria kisses Michael, interrupting him

Kyle is at Tess's door with flowers

Kyle: Is this a good time?

Tess: Yeah.

Kyle: I heard about what's uh, what's going on and um, congratulations.

Tess: Thank you.

Kyle: Are you feeling okay?

Tess: Not so good, but I'll be all right.

Kyle: Well I just, wanted to say that it's meant a lot to me...

Kyle gets a flash of Alex in the mirror

Tess: You okay?

Kyle: Oh yeah, yeah. It's nothing. Anyway, I just, I don't usually talk about this but uh, my mom left when I was six, and with you being here it's, uh felt like family again. That's all, I don't want to get all weepy or anything.

Tess: Kyle... Kyle I feel the same way. (hugs him)

Kyle: Okay, okay.

Kyle gets another vision of Alex

Alex: (In Kyle's vision): You are the royal four. You are created from the genetic materials of your alien predecessors and human subjects...

Tess: Kyle!

Alex (in Kyle's vision): You are given human forms so you can...

Tess: Kyle! You okay? Kyle

Kyle comes back to the present and looks at Tess

Kyle: He was here. Alex was here.

Tess: What are you talking about?

Kyle: Alex was in this room the day he died. I can't believe I didn't even remember it, I must have blocked it out.

Tess: Kyle, he wasn't.

Kyle: No he was, Alex was here. I have to tell my father.

Tess: Kyle come here!

Kyle: Dad!

Tess: Kyle!

Tess mindwarps Kyle

Tess: What were you saying?

Kyle: That I'm really gonna miss you...

Max and Liz are sitting in the jeep outside the Crashdown.

Max: I always thought when we graduated I would give you my ring. (handing her the pendant they found at Atherton's) It looks like I won't graduate, so this is something from where I'll be.

Liz: I can't believe that this is what I have of you. I can't believe that after everything...

Max: Liz, you never slept with Kyle, did you?

Liz shakes her head no

Max: I wish, I wish this all could have been different. I wish that so much.

Max kisses her

Liz: I guess that this is our goodbye. Just tell me one thing do you love her?

Max: Not like I love you.

Liz walks sadly to the Crashdown. She turns around just before she goes in and Max smiles a goodbye to her. After she goes inside, he collapses against the steering wheel in tears.

In Michael's apartment, Maria and Michael are lying in bed together.

Maria: I think we just took a huge step in human-alien relations. I love you Michael.

Michael: I love you too... but I have to leave. Max, Isabel, and Tess and I are going home.

Maria: Yeah, I know. Like eventually, right?

Michael: We're leaving in a few hours. We have to, I have no choice. I don't want to leave you. But we both knew someday this would happen.

Maria: How much time do we have?

Michael: About an hour.

Max finds Isabel sobbing on her bed

Isabel: What if I said I wanted to stay?

Max: When we came out of the pods and we lost Michael, it was just the two of us in the desert and I knew that I wasn't alone - that I had my sister. To me, earth isn't home and whatever's out there isn't home but you're my home.

Liz goes to the Deluca house and Sean answers the door

Sean: Parker, it's 3 in the morning.

They begin kissing

Sean: You all right?

Liz: No, I-I'm not. I'm not all right. Max Evans broke my heart. I'm sorry Sean, I'm really sorry.

Sean: It's okay, it's okay...

Max and Isabel are making a farewell tape to their parents.

Max: Mom, Dad, we know that in some way you always knew we were different...

Isabel: We want you to know that we love you so much. We're orphans, we could have ended up anywhere, with anyone, but we got you. What is it they say? There but for the grace of god. I'm sorry, I'm sorry to leave you, but we have to go. I wish we didn't, I wish I could just be your girl for ever, but um...

Max: You were great parents to us. We will always, always love you. Thank you, for everything. And goodbye.

Max turns off the VCR.

Max (to Isabel): It's time

Max enters Valenti's to get Tess

Max (to Tess): Let's go

Tess: Max, are you sure you want to do this?

Max: Yes.

Tess: Right

They kiss-Tess sees flash of Max and Liz kissing

Tess: You kissed Liz!

Max doesn't reply.

Tess: (smugly) Don't worry, you won't remember her where we're going.

Michael uses his powers to send the jeep over a cliff as Isabel, Max, Tess and Valenti watch.

Isabel (handing the tape to Valenti): This is for our parents. Will you give it to them as soon as you're sure we're gone?

Valenti: I will

Isabel: Thank you.

Valenti hugs Isabel and Tess goodbye and then turns to Max.

Max (to Valenti): Look, I need you to protect Liz, Maria and Kyle.

Valenti: With my life. It's been an honor to know you Max. It's been an honor.

They hug

Max: Same here

The pod squad walk off in the direction of the pod chamber.

Maria walks into her bedroom to find Liz laying on her bed.

Maria: I can't believe this is happening. I-I just can't even believe it's possible!

Liz: Um, hmm.

Amy (from the other room): Larek. He says his name is Larek, and he's an alien. Who is Larek?

Maria: (looking at Liz) My mom.

Amy: And he's taken over this whole place. And he's holding us hostage here with a gun. He's pointing a gun at my daughter. He threatened my daughter.

Maria: Mom, Mom what's wrong?

Amy: Maria? What are you doing up, it's the middle of the night. And Liz? What are you still doing here?

Amy begins tapping exactly like Kyle had been doing while they were all at the Crashdown. Liz has flashbacks of Kyle tapping his fingers at the Crashdown as well as Alex tapping his fingers on his guitar the day he died, and then remembers Tess mindwarping Amy.

Liz: It's Tess! Tess mindwarped Alex!

Maria: What?

Liz: And Kyle! Look, we've got to go now.

Liz and Maria are in Kyle's room, questioning him.

Kyle: No, there's no way I've been mindwarped. I'd remember it.

Maria: Kyle, that's the whole point of being mindwarped. You don't know that it's happening to you.

Kyle: So I'm supposed to look around the room and what?

Liz: I don't know, see if you have an unusual response to anything.

Kyle begins looking around the room. He suddenly starts tapping his fingers on the dresser.

Maria: Liz...

Kyle: Sorry, nothing.

Liz: Kyle, it could be really close, so keep looking, keep trying.

Kyle sees vision of Alex talking to Tess

In Kyle's vision:

Alex: You did this to me, you sent me to Las Cruces.

Tess: Okay, Alex, Alex let me fix your mind, you're not thinking straight.

Alex: You mindwarped me for two months while I decoded that silly book for you and now there's nothing left for you to mindwarp. You destroyed my mind! How could you do this to me?

Tess: Kyle get out!

Kyle: What's going on?

Tess: Kyle go!

Alex: I have nothing, I might as well be dead.

Kyle: Hey just calm down!

Tess: He's right okay. Calm down! Just calm down!

Alex: No, you can't mindwarp me. NO!!!!

Tess mindwarps Alex and he collapses.

Kyle: Your duffel's all loaded.

Tess: Thanks Kyle

Kyle: Want me to come along?

Tess: No. Go in the house. I'll take care of everything from here.

Kyle (to Liz and Maria): I carried his body. She made me think it was luggage. She killed him. Tess killed Alex!

Liz, Maria and Kyle are in Maria's Jetta on the way to the Granolith Chamber.

Liz: There's the mile marker. Kyle, how much further?

Kyle: It's just up ahead.

Liz, Maria and Kyle are running up the hill to the Granolith Chamber

Liz: Wait it's right here. Hey guys open up.

Liz, Kyle, Maria: Open up!!

Inside the pod chamber:

Michael: Max.... I can't go. Ever since we came out of the pods, I've been on some quest to figure out where I belong. I finally found home. The weird thing is, it's here, it's on earth.

Max: You of all people. (They hug) Take care of yourself Michael. I love you.

Michael: You're a great brother.

Max: Take care of the others.

Max looks over at Isabel

Max: I would understand...

Isabel: What you said before, you're my home too.

Tess: Well, whoever is coming, we have to go. Now.

Michael leaves and finds Liz, Maria and Kyle outside the door.

Maria: Liz!

Maria (to Michael): Tess killed Alex!

Michael: What?

Michael, Liz, Maria, and Kyle rush into the Granolith Chamber

Liz: Max stop! It was Tess. Tess killed Alex. She mindwarped Alex and sent him to Las Cruces to decode the book, but he broke out of the mindwarp and she killed him.

Kyle: It's true, I was there, I witnessed it.

Max: Why didn't you ever say anything?

Kyle: Because she mindwarped me!

Kyle: (to Tess) You lived in my home, you were like my sister!

Max (looking at Tess): How long?

Michael: About 3 minutes.

Max: Everyone out.

Michael: Max...

Max: Now!

After everyone else leaves

Max (to Tess): Did you kill Alex?

Tess: I didn't want to. I wish I hadn't, but I did.

Max: Why?

Tess: Look Max, the-the clock's ticking, we don't really have time...

Max: TELL ME WHY!

Tess: He would have told you what I did and I couldn't let that happen.

Max: So you just, you just killed him?

Tess: I didn't mean to. His brain was just so weakened by the mindwarp, and... look, none of this matters now.

Max: Life matters Tess. My life, your life, his...

Tess: What matters is getting home, but you could never understand that could you? I might have been able to teach you but that stupid bitch had you wrapped around her...

Max: Don't you ever call her that!

Tess: See! Look how fast you run to her defense! Why couldn't you ever feel that about me? I'm your wife, Max! I'm carrying your child!

Max: This was all some kind of plan to get pregnant and go home, wasn't it? Home to what, Tess? To Kivar? To our enemies?

Tess: They're not my enemies, Max.

Max: You made a deal with them, with Kivar.

Tess: No, Nacedo made a deal, 40 years ago.

Max: What was the deal? Tell me!

Tess: To return home with your child, and deliver the three of you to Kivar.

Max: And what would happen to us once you delivered us?

Tess doesn't answer.

Max: How did I ever fall in love with someone like you? How could I ever marry you?

Tess: You were different-- you were a king! Now you're just a boy.

Max raises his hand to Tess' neck

Tess: You kill me, Max, you kill our son.

Max: (agonized) Go. This isn't over, Tess

Max leaves the Granolith chamber.

Isabel: MAX!

Max: Quick, go. Let's go!

Max, Liz, Michael, Maria, Isabel and Kyle run away from the chamber, and stand to watch as the chamber disintegrates and a ship shoots out into the sky.

Max (to Liz): I've been really wrong about a lot. But I was right about one thing: To get you into my life, to be around you, to love you.

Maria (to Michael): You opened the door and you came out-- why? (It dawns on her.) You stayed for me.

Isabel: What happens now, Max?

Max: I have to save my son...

Episode ends with the six of them staring in the direction the ship left