As Liz is thinking this, the camera drifts into where Max is and a clock reads 1:27 a.m.. Max is sound asleep, snoring until he hears a sound. He opens his eyes, grabs his flashlight and slowly gets up. The intruder that Max almost smacks with a flashlight turns out to be Michael. Max turns his light on when Michael reveals he isn't able to sleep and Max rolls out a sleeping bag next to his bed for Michael and plops down on his own bed. Michael stares out the window. Max tells Michael he was actually sleeping and Michael tells Max it's amazing that he can sleep when the key to their existence is somewhere out in the world. Michael is telling Max about the picture Liz saw from 1959 but clearly, all Max wants to do is go back to sleep. Max tells Michael he understands about how he feels and he wants to know about their existence as well but that the Sheriff has the picture in his possession and there's a slim chance theyu'd ever get to see it. Michael just has this wierd expression on his face the entire time.
Michael is downtown at the Police Station looking around while drinking his Pepsi. He spots the Sheriff pulling up and going down a side street. Michael watches the car go by and looks back at the Police Station.
Maria is in her waitressing uniform along with Liz. Maria is asking Liz how she knows for a fact that Max, Isabel and Michael aren't like the green, three-foot tall type of alien commonly associated with being from another planet. Maria then questions Liz about the powers the three of them have. Maria says that they're dealing with aliens and that Liz being so calm and rational about it is ticking her off. One of their co-workers enters just as Maria mentions aliens and Liz hushes Maria and asks that she not use that word in public.
Maria and Liz are talking while working at the Cafe and Maria refers to Max, Isabel and Michael as being from Europe. Out of the blue, Alex pops up from one of the booths and asks what Liz and Maria are talking about..Both Maria and Liz make up a story about a new kid at school who works at the hardware store as the one being from Europe. Alex is confused but doesn't press on for details too much. Maria and Liz walk away from Alex and Maria notices Michael peering into the window watching them. Maria mentions that Michael creeps her out.
Liz is in a classroom talking to a few girls and Liz looks over and watches Max. Liz mentions to herself that Max has really soulful eyes just as Max looks up from what he was doing. One of the females Liz is talking to mentions how their regular teacher is out and that they are getting a sub. The sub walks ino class just then and everyone begins taking their seats. One of the males in front of Max comments that he hopes their teacher is seriously ill so they can have the female sub for awhile. The sub asks if anyone actually believes in aliens and Max looks directly at Liz. The teacher begins taking roll and notices that Michael is missing. The teacher asks if anyone knows where he could be and the students all turn and look at Max. She asks Max if he knows where he is and Max responds that Michael isn't really into geometry. Liz and Max share a glance with each other as the teacher returns to her desk to teach the class.
The bell rings and Max gets up and runs into Liz. They talk about mundane things and Liz tries to say everything is just normal even though both know that's not the case. Liz asks why the teacher was asking so many questions about Michael and Max just says that she was taking attendance. Max says everyone just suspects him and not Michael. Just then Isabel comes up and grabs Max's arm and tells him they should be going as she leads him away from Liz. Max turns back to look at Liz as she is left standing in the hallway by herself.
~ Sheriff Valenti walks into the police station and notices a strange man lurking nearby. He goes over to one of his deputies and asks who the man is. The deputy replies that it’s the FBI and that the man has been there since 7 a.m and is on assignment.
~The man shows Valenti his badge and Valenti asks why they’re there and the man won’t give answers-just says that he’s not to leave until he’s relieved. Valenti ask the man to leave since the FBI doesn’t have judisdication at Roswell right now.
~Liz is walking outside the school quad with Maria discussing the new Math subsitute. They sit down and eat their lunch and Maria tries to tell Liz that the sub is a spy and was sent to find aliens. Maria keeps badgering Liz to tell Alex about Isabel, Max and Michael but Liz insists that Alex can’t be told.
~Maria tells Liz about special task forces that are sent in-Alien Hunters and that Alex would have some perceptive on what to do. Maria tells Liz that if Max is ever found out-they will be in just as much trouble with the law for hiding the aliens.
~Liz points to Alex who is in another area of the quad talking to some girls and trying to impress them with this double-jointed arm trick he can do. Maria watches and replies to Liz “Admittingly, he’s not James Bond but he’s all we have right now.”
~Maria and Liz are at their lockers talking. Maria spots Kyle Valenti heading their way and informs Liz who is not pleased with the news. Liz tells Maria that she doesn’t think there’s really anything to say-she saw Kyle over the summer but it was just a casual thing and now that they’re back in school-Kyle probably only thinks of her as a summer fling.
~Kyle comes up to Liz, hugs her and calls her his “girl” Maria just looks at Liz and then walks away. Kyle and Liz make small talk with each other. Kyle asks that Liz be honest with him and is telling her how hurt he was that she never met him at the Crash Festival. While Kyle is talking, Liz notices the subsitute teacher coming out of the guidance office carrying a stack of files. Liz makes an excuse to leave Kyle so she can see what the teacher is up to and quickly leaves Kyle standing by the lockers.
~Liz walks briskly through the halls of the school and seeing the subsitute, pretends to accidently bump the teacher sending the files flying to the ground. Liz and the teacher begin picking up the files. The teacher recognizes Liz and says she has a photographic memory. Liz says she’s never met someone with a photographic memory and the teacher responds that it helps in her line of work. As Liz is helping with the files, she notices that Michael’s file is in the pile.
~A motorcycle speds by sending dust flying towards Liz walking along in a trailer park. She knocks on a door and a man answers and we discover that Michael lives there. Liz walks in where the guy has resumed watching TV. Michael sees Liz and tells her to go outside with him to talk. Liz informs Michael of the files she saw on him and Michael asks if she’s sure that it’s his that Liz saw. Michael then asks about the teacher asking about him in class and Liz tells him that the teacher was just taking attendance. Michael tells Liz to ignore Hank-his foster dad and that this is where he lives.
~Sheriff Valenti is on the phone trying to reach someone from the FBI. He wants to talk to someone immediately but they keep giving him the brush-off. Valenti opens a locked file drawer and pulls out a file. He flips through the file revealing autopsy photographs and pictures marked with the silver imprint that Max left on Liz. In the back of the file is a sealed envelope which Valenti rips away from the file and opens it. Inside the envelope is a key. Valenti sticks the key in his thermos and stuffs it into his lunch bag and inside a drawer. Valenti then leaves the police station.
~Valenti drives past a mini-mart just as Michael walks out. Michael is carrying a big paper brown bag under his one arm. He walks into the Sheriff’s station. looks at the signs on the wall and starts to make his way to his designation. He is stopped by one of the deputies. Michael pretends that he is selling candy for charity. The deputy isn’t interested in the candy and Michael tries to sneak past the officer until the officer says that no one else is in the building except for them. Michael starts to leave and Valenti catches him and asks what he’s doing. Michael tells him about selling candy and Valenti tells him to leave which Michael does.
~Michael is talking to Isabel and Max at the Evans’ home about what he did at the Sheriff’s station. He offers them a piece of candy but they both just look at him like he’s insane. Isabel asks if they bought the story and Michael says that he thinks they did and then goes on to ask why Isabel is dressed the way she is. Isabel stands up as she notices that her black bra is showing through and buttons up her blouse. She tells Max and Michael that she has a date and that she loves her life the way it is and doesn’t want to have to leave Roswell. Michael tells them that the file they need must be in Valenti’s office and Max is frustrated with Michael and doesn’t hestiate to show it either. Max asks Michael how they are supposed to break into Valenti’s office and Michael tells them that it’s a cinch to do. Michael needs Max to help him though with the plan cuz of Max’s powers. Isabel tells Max not to humor Micahel but Max responds that he just wants to know how feasible the plan is and then says it’s not feasible at all. Michael tells them that this is the first time they would have any clue about who they are. Just as Mr. and Mrs. Evans arrive home. Michael mentions something about government officials and Max asks what he means and Michael tells Max to “talk to Liz”
~Mr. and Mrs. Evans come in carrying two boxes of pizza and invite Michael to stay for dinner but Micahel says that he can’t as Hank is cooking that evening for them. Michael leaves and Max and Isabel just look at each other.
~The teacher is giving a math lesson about triangles. She says that ~Max and Liz are standing outside in the hallway. Liz is telling Max about the files the teacher had. Max questions Liz on how many files there were and Liz can’t remember for sure. Max leans against the wall right next to Liz (anyone say sexual tension here??) and tells Liz that she can’t just show up at Michael’s and get him all riled up the way she did. He tells her that Michael isn’t big into “let’s go over our options” like Max and Isabel are and that Michael “acts on things”. Liz apologizes for telling Michael in case he was in danger. Max asks what Liz means and Liz and him start talking about spies and about their teacher being one. Max looks over at Liz and thanks her for everything but tells her that they have to go on before everything that has happened between them happened. That they all have to be careful-including Liz.
~Max is walking outside the school building and looks through a window and sees the Subsitute talking to Valenti and another man. Max isn’t too sure that Liz was wrong now that he saw the teacher and Valenti together.
~A note is shown that reads “Meet Me In the 2nd Floor Eraser Room 6ht Period ~Max” being read by Maria. Liz is standing by a bathroom mirror applying lipstick. Maria asks if Liz knows what the Eraser Room is and Liz says she does and Maria goes on to explain that the Eraser Room is a classic make-out area for students. Liz tells Maria that she’s making a bigger issue out of nothing and Maria tells her that Liz is making a big mistake. She tells Liz “ The guy touched you and you saw inside his soul. How do we know what happens if he kisses you.” Maria explains that they don’t even know what will happen or how aliens kiss. Liz tries to shut Maria up by telling her that Max is probably not going to kiss her because he’s not the least bit interested in her and that nothing has changed from before she found out about Max. Maria tells Liz that the Eraser Room is good for two reasons-to clean erasers and to take someone’s innocence....
~Sheriff Valenti is in his office when FBI Agent Stevens enters. They do small talk and Valenti asks about Liz’s dress. Stevens tells Valenti that ketchup and salt were found on the dress-no blood. Stevens goes on to say that a crash never occured in 1947 in Roswell and that no aliens are living in the town now. Stevens then hands Valenti a warrant authorized by the Governor giving the FBI the right to seize any information concerning aliens or alien reports. Stevens then sends in all his agents to get the files. Valenti knows that blood was found on the dress else the FBI wouldn’t be concerned about taking all the files out of Roswell. Valenti hands his keys over to the file cabinet as he leaves his office. Michael spots Valenti walking out of his office carrying his brown paper bag with the key inside.
~Max is inside the Eraser Room cleaning erasers as Liz enters. Liz cracks a joke about the Eraser Room and Max replies that he just wanted to be somewhere private. Liz locks the door to the room as Max tells her that the Sub isn’t who she says she is. He opens a vent that looks into the guidance office. Max tells Liz that the teacher has 6th and 7th periods off and that they may be in the Eraser Room together for a while. Max looks longingly at Liz as he says this.
~Michael is pouring Tabasco sauce on his food and eating when he notices the FBI agents exiting the Police station carrying boxes which are then placed in the back of a trunk.
~Liz tells Max that she’s confused somewhat about Max. She says she isn’t sure if he’s really 16 or is 52 years old stuck in a 16 year old boy’s body. Or if they just age differently than humans-like 3 alien years to one human year. Max tells Liz that she must of put a lot of thought into that. They both laugh and smile at each other. Sexual tension is mounting between them. Max tells Liz that they know they came out of the pods in 1989 as six year olds but that he doesn’t know how long they were there.
Liz: So were you like green?
Max: Green?
Liz: (nodding her head) Before you took human form, were you three feet tall, green and slimy? You know, I’ve very sorry to ask you that. That was Maria’s question.
Max: No. We’ve just always looked like this. Except for the third eye. (Max looks down at the ground as Liz casually looks over at him. Max then leans over as if to tie his shoelaces and Liz leans forward staring at the back of Max’s head. Max peeks over and sees Liz looking at his head. She leans back caught and Max just smiles)
Max: Kidding.
Liz: Yeah, I knew you were kidding.
(Liz playfully shoves Max) Liz: You’re such a jerk.
~Max gets up from sitting next to Liz and she asks him about his roots and not knowing any of his people aside from Michael and Isabel. Liz tells him that it must be freeing in a way as everyone knows Liz and her family because of the diner they own and knows everything about Liz. She tells Max that it’s hard for her to be who she wants to be when everyone is watching her every move and that sometimes she just wishes she was invisible and no one knew who she was.
Max: Sometimes I wish I didn’t have to be so invisible.
~Just as it looks like there would be a kissing opportunity, they hear the teacher entering with one of the guidance counselors. The teachers discuss some of the students and the Sub mentions she wants to start with Michael and asks the guidance counselor to make sure the address in Michael’s file was current. Max and Liz both then leave after hearing that news.
~They pull up in Max’s jeep to the Crashdown Cafe. Max spots Michael coming over to them and hops out of his side of the car. Liz exits as well promising to meet Max back in 5 minutes. Max tells Michael that something’s up just as Michael announces what he saw being taken out of the Sheriff’s office. Max hesitates going with Michael but Micahel simply says that “it’s now or never”
~Maria is seen waiteressing inside the restaurant as Liz enters. Liz tells Maria that Maria needs to cover for Liz and Maria is making a big fuss out of it.
Maria: One trip to the Eraser Room and you’re beyond working?
~Liz refuses to work that night and tells Maria that it’s majorly important and that she will explain everything later. Liz starts to walk away from Maria.
~Alex enters and stops Liz.
Alex: I want some answers. Cuz first of all, there are rumors going around that last week you were shot and then at the Crash Festival, you (points to Maria) were seemingly run over by a car but then you weren’t. And everytime I walk up to you two, you got silent or make up some kind of story about Czecks. Which is a country that hasn’t existed for ten years. I want the truth and I want it now. (Liz grabs onto Alex. and pulls him to a more secluded area and has him cornered)
Liz: The reason we keep changing the subject is...
Maria: Cramps. We have cramps Alex.
Liz: (following Maria’s lead): Yeah. And we didn’t even want to talk about it in front of you because we thought it would just make you feel really uncomfortable.
Maria: But if you really want to know, we can tell you.
Liz: In really encruciating detail.
(Alex throws his hands up in the air and moves away from Maria and Liz)
Alex: NO!! I’m eating. (Alex makes a quick get away)
~Max and Michael are outside talking. Michael tells Max that he’s only thinking of protecting his life in Roswell and that Max has never once considered what it’s like growing up in Roswell without a family to call his own. Michael and Max both spot Liz waiting by the Jeep for Max. Max tells Michael to stay away from the trailer park that night as the teacher is going to come by and that Isabel is waiting for Michael at the Evans. Max then tells Michael not to do anything stupid. Michael just looks at Max before leaving.
~Kyle Valenti spots Liz going off with Max and begins to follow them to the trailer park. Both stop a few feet away from Michael’s trailer. Liz asks how Max and Michael ended up wherre they were and Max just says that it’s a long story. Liz asks about Michael’s foster father and Max says that he’s not always so mean.
~The teacher pulls up and Liz leans over almost into Max’s lap to watch the teacher. Kyle is sitting in his car watching Max and Liz getting the wrong idea about the two of them. The teacher knocks on Hank’s door just as Liz driops her ring onto the floor near Max’s feet. She leans over so it looks like her head is in Max’s lap doing something to Max...Kyle is flipping out thinking she’s servicing Max and gets out of his car in a hurry.
~Kyle goes up to Max and Liz just as Liz pops her hand back up. Liz is stunned to see Kyle there. Liz is whispering and Kyle keeps asking why she’s whispering. Max and Liz make up a story about waiting for Michael so they can go bowling. Kyle asks why Liz’s head appeared to be in Max’s lap and she tells him about dropping her ring.
~The teacher is talking to Hank and gives Hank a phone number where Michael can reach her.
~Max tells Liz to get down as he ducks and Kyle does the same thing not entirely sure of what’s going on. The teacher is walking back to her car and sees Liz peeking back at her from Max’s jeep.
~Micahel goes to the Sheriff’s station and looks up at the window.
~Max and Liz are walking down a deserted street nearly touching. His hands are in his pockets and hers is in front of her.
Max: Maybe when this all blows over, you and I could get lunch or something?
Liz: Lunch?
Max: Yeah if you want.
Liz: So like in the Caf?
Max: Sure. (Max walks ahead a few steps)
Liz: Okay, great. It’s a date. No it’s not a date.
(Max stops walking and turns back at her)
Liz: It’s a lunch.
Max: Lunch...Right.
(Both Max and Liz look at each other in an awkward silence) Liz: I better get home.
Max: Yeah, me too. (Max notices Isabel waving for him to follow her. Max looks at Liz intensely)
Max: (soft, quiet voice) Good night Liz.
Liz: Good night. (Max brushes past Liz as if to almost lean in to kiss her and Liz watches him from the corner of her eye-almost hoping to be kissed by Max. Liz watches Max for a few seconds and then leaves)
~As Max is walking. Isabel joins him and tells Max that Michael is AWOL. Michael is then seen scaling a pipe that leads up to the window Michael kept staring at. Max and Isabel are driving and Isabel tells Max that they both know Michael doesn’t know how to control his powers yet.
~Michael uses his powers to open a locked window sill but overdoes it and is sent flying into the air holding onto the metal frame guarding the window. Michael slips inside the station as Isabel and Max arrive. They both see the window open and know Michael is there. Meanwhile, Michael is seen going through files in the office he’s in
~Max and Isabel see Valenti pulling into the station and are watching his actions. Isabel tells Max to get Michael out of Valenti’s office while she distracts Valenti. Valenti walks into the station and tells his deputy he forgot some papers he needed just as Isabel walks in.
~Isabel tells Valenti a sob story about getting a flat tire and not knowing how to change a tire. ~Michael is going through Valenti’s desk and spots the lunch bag. He picks it up and rattles it to see if there’s something inside it.
~Valenti gets closer to Isabel as the deputy asks if Valenti wants him to help with the tire. Valenti says that he’ll take care of it himself.
~Max pops through the open window and tells Michael they need to go since Valenti is back. Michael finds the hidden key and is suddenly flooded with images of Max as a child and of Max and Isabel being found by the Evans. Michael falls to the ground with a loud thud that is heard by Valenti, Isabel and the deputy.
~Valenti goes to find the source of the noise as Micahel and Max exit the office and Max reseals the locked window. Both jump into a garbage disposal and Isabel comes into Valenti’s office.
~Isabel is waiting in Max’s jeep as Valenti finishes fixing her tire. He tells her that she’s out past curfew and she responds that she had a flat tire. Valenti then asks where Max is and Isabel tells him that she’s just Max’s sister and doesn’t know where he is all the time. Isabel drives off as Valenti watches her with a puzzled look on his face.
~Max, Michael and Isabel stare at the key that Michael took from Valenti’s office. Max can’t get any images from the key and hands it to Isabel who says she sees “Mickey Martin in the shower” Michael snatches the key away from Isabel and jumps out of the car. Max follows him and apologizes to Michael about not knowing about Michael’s life. Michael says it’s easier in his life because he can just leave which Max can’t really do since he has a family.
~Liz is walking down the corridors of school and is stopped by the Subsitute teacher. The teacher tells Liz that Michael is in serious trouble and that she’s not who she says she is. She’s not a subsitute teacher but rather the new guidance counselor. She tells Liz that she saw Liz the other night at Michael’s and that Michael is in serious danger of being expelled if she doesn’t talk to Michael soon. Liz tells the guidance counselor that she’ll tell Michael.
~Liz is walking down another hallway and sees Kyle staring at her. “Since I’ve found out about Max and Michael and Isabel, I’ve been thinking a lot about secrets."
That For everyone who has a secret, there’s someone else that needs to know what that secret is." (Valenti is seen finding out that the key is missing)
"Because sometimes secrets keep people from feeling like they belong." (Michael watches the Evans playing basketball with each other)
"And sometimes secrets make you feel like you do belong." (Liz remembers being in the Eraser Room with Max and sneaking glances at him every so often.)
"And now even I, Liz Parker, the smallest of small town girls with the simpliest lives has something to hide." (Liz finishes writing in her journal and then smiles.)