Max and Liz are making out in the jeep in a wooded area when Topolsky shows up out of the blue. She shines a flashlight in the jeep and warns they are in danger - the best thing for them to do is act like normal teenagers. She tells them not to trust anyone. She tells them she thinks she was followed and tells them she'll find them again before she takes off running.
Liz and Max tell Michael,Maria Isabelle, and Alex about their strange encounter with Topolsky. They agree not to trust her.
A new girl, Tess, transfers to West Roswell High. She immediately becomes friendly with Isabelle. Isabelle finds they have common quirks. She notices Tess puts sugar in her yogurt. She tells Isabelle nothing can ever be too sweet. Isabelle tells her that she does the same thing. Isabelle invites Tess to their house to hang out. She introduces her new friend to Max and Michael. They don't trust her already. They advise Isabelle to be cautious. Isabelle says she's just trying to be normal...
Michael asks Max for advice with women. He says he wants to make Maria happy. Max advises Michael to act like she's the only person in the room when he's with her, take her out someplace nice, and surprise her with little things like a flower in the middle of the day or notes in her locker.
A basket of flowers is delivered to Liz with a message to meet at Senor Chow's - the chinese restaurant where Liz and Max had their first date. Liz goes to the restaurant and is shocked when Topolsky shows up. She's wearing a short curly brown wig to disguise herself. She tells Liz that she's seen things she can't even believe she's seen. She says she discovered there's an alien hunter buried deep in the FBI and he'll stop at nothing to get Max and anyone associated with him. She warns Liz that all six of their names are on the list before she flees the restaurant for fear of being followed. Liz tells the Maria, Alex and the aliens about her meeting with Topolsky. She believes that what Topolsky says might be true. The aliens don't want to trust her. They think it might be a trap.
Topolsky visits Sheriff Valenti. She tells him his name is on the list. She asks him to get them to trust her - it's the only way their lives might be saved. Later, the Sheriff runs into Max. He tells Max to let him know if anyone bothers him - he's there to protect him.
Max, Liz, Michael, and Maria decide to go on a double date. Max surprises Liz with a small gift bag with bubble bath. Michael gives Maria a brown paper bag with a huge bottle of generic shampoo/conditioner combo. Later she scolds him for not even buying her a brand name product. He asks how he was supposed to know the brand she uses. Maria is frustrated - she wants a romance like Liz and Max's. Michael is frustrated as well because he can't seem to please Maria. He asks why she wants to be with him if she thinks he's such a loser.
Isabelle looks lonely as she watches Max and Michael go off with their dates. Alex tells Isabelle it's a lot easier when yu have someone to share your feelings with. Isabelle tells him she's afraid of being vulnerable. Tess shows up to hang out with Isabelle. Alex feels left out so he leaves. A dark car approaches him and a man tells Alex he can take him to Topolsky. He tells Alex to get into the car. Sheriff Valenti drives up behind the car and it speeds off. Valenti tells Alex to be careful and he'll give him a ride home - no questions asked.
Michael returns to his apartment to find its been broken into. His things are strewn all over the place. Topolsky appears out of a corner holding the stone/orb Liz and Max found. She tells him she knows it's some kind of communicator and she has the other one - one won't work without the other. She tells him she's willing to risk her life to get the other communicator and she asks that when his people come for him to take her with them. She pleads with him to trust her - their lives depend on it. She asks him to meet her and she'll bring the other orb.
Alex tells the gang about the man in the car and Michael tells them about his encounter with Topolsky. They all agree not to talk to her again, although Liz and Alex think she can help.
Michael attempts to steal Maria's car keys from her locker at the Crash Down. She can't believe he's going to meet Topolsky. Michael wants to go alone. Maria threatens to call Sheriff Valenti if he doesn't let her come along. She leaves a note for Liz before leaving.Maria has second thoughts as they approach the meeting place. She begs Michael to turn the car around and go home. Michael tells her he's been waiting for answers his entire life and he's not turning around. Maria tells him to let her out of the car. He refuses to leave her in the middle of nowhere. Max, Isabelle, Liz and Alex arrive. Max yells at Michael for going to meet Topolsky after they all had agreed they wouldn't speak to her. Max punches Michael the orb falls to the ground. Sheriff Valenti arrives from one direction and a long black car arrives from another direction. Valenti introduces the gang to a doctor from a mental hospital in Bethesda,Maryland. The doctor tells them Topolsky was being treated there when she left suddenly. He explains that her paranoia and wild stories to justify her paranoia are all a part of her mental illness. He tells them they tracked her down by her credit card charges and she should have arrived safely in Bethesda by now. Sheriff Valenti tells them he checked on the doctor and he's legit. He tells them they can go home now. Max tells Michael they can come back for the orb later. The doctor leaves. Valenti looks around with his flashlight and notices the orb on the ground. He picks it up and begins to examine it. Max tells Michael 'Nice job'
The doctor drives down the road and then parks the car. It's the shape-shifter. He transforms himself into a chubby hiker with hiking and camping gear. He leaves the parked car.
Topolsky is wandering around in the dark woods. Clutching the orb, she calls out for Michael. A long black car drives up and a man thanks her for leading them to Max and the gang. He grabs her and forces her into the back seat of the car.