Alex and Isabelle are watching the monitor waiting for Tess to make her next move. Isabelle falls asleep and dreams of kissing Alex. Michael watches from a distance. Tess comes in view of the camera Liz hid in the house. Alex wakes Isabelle. Isablle telephones Maria. Maria and Michael have apparently spent the night in Maria's car outside Tess's house. Isabelle tells Maria Tess is leaving for school. Tess comes out and gets in her SUV and drives away. Maria and Michael follow. Maria telephones Liz when they arrive at school. Max and Liz are discussing their strategy to keep an eye on every move Tess makes. They need to find out who she really is. Tess goes into the rest room. Liz follows. Max tells Liz to be careful. Liz says Tess won't suspect a thing - she just thinks of Liz as Max's girlfriend. Liz goes into the restroom. It's quiet. Tess appears. She tells Liz she thought they had straightened everything out about Max. Liz tells her everything is fine. Tess asks why everyone is following her. Liz seems surprised Tess noticed.

Everyone thinks Tess could possibly be the shape-shifter, Nasedo. They feel she somehow has power over them. They make a pact to trust only each other because Nasedo could be anyone at anytime.

Tess's father, Ed Harding finds the camera Liz hid in the house and takes it to Valenti. Valenti suggests shady movers could be checking out the house. He tells Harding he'll get on the case immediately. Valenti confronts the gang about the hidden camera and encourages them to share information with him. He tells them the more he know's , the safer they'll be.

Isabelle returns home from school and finds Tess hanging out with her mom and looking at childhood photos of her and Max. Later, Tess asks Isabelle if she's ever been drawn uncontrollably to another person. Isabelle as a vision flash of Michael. Isabelle lies and tells Tess she's never felt that way before. Tess tells Isablle to pay more attention - there are signs all around her...

Isabelle tells Max she thinks Tess is controlling her thoughts. She's feeling things that she's never felt before. She calls Michael to come and stay with her and Max. She doesn't think any of them should be alone. Later that night Isabelle and Michael have the same dream - they're out in the desert with lots of symbols surrounding them on the ground. They kiss.... - Michael and Isabelle both wake up startled as if they're had nightmares. They tell Max about the dream, only they leave out the part about the kissing.

Max and Liz discuss the power Tess seems to have over them. Liz tells Max he is who he chooses to be, just like he's with who he chooses to be with. Liz asks him what kissing Tess was like. Max says it made him feel things about himself that he didn't like.

Michael tells Maria he wants to make their relationship public knowledge. Maria's elated. Michael has actually acknowledged they have a relationship - and he said it aloud. Michael wants all of the romantic feelings toward Isabelle that have recently surfaced in his dreams to go away. Isabelle feels the same way. She pulls Alex into the eraser room(the make-out room) and tells him that she's ready for a relationship. Alex is competely blown away when Isabelle kisses him passionately. Michael and Maria head to the eraser room and discover Isabelle and Alex have beat them to it.

Michael sees Tess outside his window - at least he thinks he sees her. She creates condensation on the window by blowing her warm breath. She draws a four-square diagram on the window with her finger. Michael asks what it means. She tells him he already knows. He has a vision flash as a little boy , fresh out of his alien pod covered in what appears to be a slimey substance, running through the woods. Tess is gone as if she was never there.

Liz and Max notice Tess hanging out with Kyle. Liz warns Kyle to stay away from Tess because she's heard some bad things about her. Kyle blows Liz off thinking that she's just being a jealous ex-girlfriend. Tess invites Kyle to the public library knowing Max and Liz will follow. Max sees Tess reach into a wall and pull out what appears to be an ancient book.

Isabelle has another freaky dream about Michael. This time she dreams she's pregnant then sees herself holding and cuddling a small child with Michael. Michael has the same dream. Isabelle tells Michael she thinks she's pregnant with Michael's baby. Michael tells her something weird like this was bound to happen sooner or later. He reminds her that as much as Max would like to believe they're human - they just aren't.

Max has a dream about Tess before she appears in his room in the middle of the night. She tells him it's time - she'll show him everything. She drives him to a place in the desert and shows him a v-formtion of stars in the sky. They've all seen things in their dreams from the past,present and possibly future. They've all been to this place before. Max accuses Tess of being Nasedo, the shape-shifting murderer. Tess doesn't know what he's talking about. He yells at her demanding that she shape-shift and show who she really is. He throws her to the ground. Crying , Tess begs Max to think - he's seen her face before - he knows who she is. Max has a vision flash from the past of coming out of his pod and seeing Isabelle and Michael already out of their pods. Tess is still in her pod. Michael,Max and Isabelle leave her there. Max is releived that Tess doesn't appear to be a danger to them. Isabelle and Michael arrive and question what's going on. Max tells them that Tess isn't Nasedo, she's one of them.