Max, Liz, Isabelle and Michael are discussing the orb when Tess joins them at the Crash Down. Max can't seem to take his eyes off Tess. Max takes Liz to the back room and kisses her to try and get Tess out of his head. It doesn't work. He has a vision that he's kissing Tess instead of Liz.

In class, the teacher tells Max to be Tess's lab partner. Max has another vision that he's kissing Tess in front of the class. He tells Michael the visions are out of his control - he can't stop it - like she knows things about him she shouldn't know. Michael's only concern is getting the orb back.

Valenti sees a television news report about a fire at the Bethesda, Maryland mental hospital Topolsky was supposedly being treated. He calls the doctor who had met them in the woods to find out her status. The doctor tells him Topolsky died in the fire. Valenti finds it strange that the doctor doesn't know who he is - he tells Valenti that he's never been to Roswell, New Mexico.

Sheriff Valenti tells Max about Topolsky's death in the fire and the mysterious doctor. He suggests to Max that the guy they saw was possibly a shape-shifter - able to take on the form of another person. Max tells him there's no such thing. Valenti reminds Max that they're all on the same list. Someone could be watching them, so they need to help each other. Someone is watching.... Max and Valenti are seen on a small black & white monitor.

Michael sneaks a peek at Tess's student file. He goes to her house. He looks in a front window. The house is empty. A vehicle pulls into the driveway. Michael hides. Two men wearing suits jump out and run inside the house while an armed soldier stands guard outside.

Michael tells Isabelle and Max about Tess's empty house, the men and the armed guard. Liz walks by and overhears Michael make a comment about Tess being Max's new girlfriend. Max tells them about his conversation with Valenti. Valenti enters the Crash Down and returns the orb to Max. He hopes this gesture will convince them to trust him.

Isabelle tells Max and Michael that she'll stop by Tess's house to check things out. The movers are moving in the furniture when Isabelle arrives. Isabelle attempts to help by moving a box of photos. Tess snaps telling Isabelle to put down the box. She apologizes and offers Isabelle a soda. Tess's father asks what Isabelle is doing there. Tess tells him Isabelle is her friend.

Max goes to talk to Liz. He assures her he has no feelings for Tess and that she is the one - the only one. He tells her he could never be with anyone else. They kiss.

Max sees Tess as he's leaving the Crash Down. She tells him her car has broken down. Max says she planned it. He accuses her of doing something to him. He tells her he's with Liz - he doesn't want anyone but her. He moves closer and closer to Tess as he speaks. He kisses her passionately. Liz watches from a window at the Crashdown. He has a vision as he kisses Tess. He asks her who she is....

Max tells Michael that he kissed Tess. He explains that he felt like someone else was controlling him. He insists it isn't him. Michael tells Max he doesn't know who he is anymore. He tells Max to get out of his apartment. They have a shoving match and bump into the refrigerator. Items on top fall over and they notice a tiny video camera.

Liz tells Max she saw him kiss Tess. He tells her it's not what she thinks. Liz asks how he could kiss Tess. She wonders if anything he's said to her has been true. Max tells Liz to have faith in him - he needs to figure out what's going on. he tells her something about Tess isn't right - he had a vision when he kissed her. Liz tells him she guesses she isn't so special after all.

Maria finds Liz crying . Liz tells her about the kiss between Max and Tess. Liz says everything she sees with her eyes tells her Max is cheating on her, but her heart is telling her something else. Maria tells Liz that no matter what - she has her back. She reminds Liz that she usually goes with her heart and her heart is usually right.

Michael shows the micro camera he and Max found in his apartment to Alex. Alex is a whiz at this type of thing so he helps Michael come up with a plan to find out what's really going on.

Liz goes to see Tess. She tells her she's in love with Max. She asks Tess if she's ever been in love before. Tess says she hasn't - her family has had to move so often because of her father's military work - she hasn't stayed in one place long enough. Tess apologizes for the kiss with Max and promises Liz it will never happen again. She offers to get Liz something to drink. While Tess is out of the room Liz places the tiny camera on a statue on a table. She looks into the lens and tells Michael, Alex, Maria and Isabelle that the box Isabelle told them about is there. She looks through it. There a tons of photos of Max.. Tess's father enters the room and asks what she's doing. Startled, Liz bumps into the table sending the statue crashing to the floor. It breaks into large pieces. The camera signal breaks up. Michael and the gang aren't able to see her anymore - they just get a snowy picture on their monitor. Tess's father insists Liz stay for dinner. Liz pretends to call her mother to let her know she's having dinner there. She really calls Max . She tells him he was right about that thing they discussed before. He tells her he'll be right over.

Michael, Maria, Isabelle and Alex arrive at Tess's house. They peek into the window. Max shows up. He tells them Liz called him. Tess's father asks all kinds questions about Liz's life, her parents, her boyfriend's name. Liz is uncomfortable. Tess answers for her and tells her father his name is Max. Tess's father goes to clean up the broken statue. Liz offers to help him clean it up. He refuses to let her help as he sweeps up the mess. The doorbell rings. Tess's father goes to answer the door. It's Max. Liz picks up the tiny camera and places in a decorative bowl on another table. Max pretends he's there to talk to tess. Liz tells him that she's already straightened everything out with Tess. Max and Liz leave. Michael, Isabelle, Maria and Alex are all waiting outside. Sheriff Valenti is hiding in a car taking photographs of them.

Later, Max thanks Liz for having faith in him. They (Michael, Isabelle, Maria,Max, Liz and Alex) all gather around the monitor when they see Tess walk into the room where Liz hid the camera. Tess pours the broken statue pieces from the wastebasket onto the table and puts it back together with a few swift hand movements. Jaws drop. They can't believe what they're seeing.