At the Evans household, Diane Evans is trying out her cooking skills Martha Stewart style. Max and Isabel get juice and chat.
The tour bus keeps heading closer to Roswell.
Kyle and Sheriff Valenti are fishing. Kyle appears to have caught a fish. Sheriff Valenti gets the fish off of the hook. Kyle releases the fish back into the stream. Sheriff Valenti is dumbfounded by what Kyle just did. He was looking forward to eating that fish.
Switch to Liz and Maria in the Jetta driving back to Roswell.
We see a billboard sign for the UFO center. It's been defaced, with a glowing green rod stuck through it. A green pulse from the rod is shot at Roswell.
Back in Evans household, Mrs. Evans asks Max about Liz while everyone tries out her cooking. He asks for more fritatta to avoid answering the question. Diane Evans goes to get another serving of fritatta for Max, when the plate that she was carrying drops to the floor. She's disappeared.
Liz and Maria, who were outside of Roswell when the green pulse went off, arrive in town to find cars stopped in the middle of the road. Maria swerves into a baby stroller. they get outof the car and check the stroller, but there isn't any baby in it. Liz looks around and notices a lawn mower going around in circles without a driver.
The bus arrives in Roswell. Tourists start stepping out, including Nicholas. It's apparent now that the bus is full of skins.
Opening credits
We see Sheriff Valenti and Kyle driving back to Roswell. They stop at a billboard of the UFO Center that has been defaced. Valenti radios in for help, there's no response. Valenti and son argue. Sheriff gets in his car and starts driving into Roswell.
Meanwhile, at the Evans household, Isabel has searched upstairs and can't find either of her parents. Max opens the door and enters. He announces the neighbors are gone too. Isabel grabs the phone and calls someone. No one answers. Isabel slams the phone. She's freaked.
At Michael's apartment, Courtney has successfully changed into the new husk in the bath tub. She says it might not hold up. The telephone rings. It's Max he says to meet them at the Crashdown right away.
Scene shifts to the streets of Roswell. Maria and Liz are investigating. Liz and Maria head back to the car. Liz finds a piece of skin on the ground.
At the Crashdown, Max, Michael, Isabel, and Courtney are searching around. Liz and Maria arrive at the Crashdown. Liz asks whats going on. No one knows. Maria calls Alex. Maria finds a CD on the counter it's Alex's. Liz tells about the shedded skin she found and this is the work of the skins. Tess walks in and blames Courtney. Isabel has been looking out the window. She sees people approaching. They hide in the bathroom.
Nicholas and Ida enter. Tess uses her mind warp to hide them. Nicholasand Ida search the Crashdown. Nicholas walks to where the bathroom door was. Nicholas walks over to the wall and taps on the mirror that Tess has created in his mind to replace the bathroom door. Ida comes out. They decide to go back to the moisture chamber. Nicholas and Ida leave.
Everyone comes out of the bathroom. Tess weakly stumbles to the counter. Liz leaves through the door to the kitchen. Max notices her and follows. Max finds Liz in her room. She's folding. She tells him she's scared. Max sees Liz's bed and the images from the other night return. He hears Isabel scream.
Max and Liz rush downstairs. Courtney is on the floor. Her skin is very wrinkled. Everyone helps Courtney to the bathroom. Isabel shuts the door on the guys. Liz and Tess help Courtney into the tub. The 4 girls give Courtney a Vitamin/Mineral bath.
Outside, Michael and Max are scouting with Liz's telescope. Michael's worried about Courtney. They talk.
Back in Liz's bathroom, Courtney seems to have recovered from the nutrient bath. Tess suggests a Q&A. Courtney is uncooperative.Tess pulls the drain plug and the nutrient bath starts to go down the drain. Courtney tells all. Tess replaces the drain plug. She says Liz and Maria will eventually disappear too.
Liz and Maria enter the main area, a skin sees them and goes after them. Maria climbs through the counter window. Liz tries to follow but the skin grabs her feet. Maria pulls on Liz's hands, while the skin pulls on her feet. Sheriff Valenti appears and shoots the skin in the back. The skin knocks the Sheriff to the ground and makes a quick escape.
A few moments later, in the Crashdown. Courtney tells them how to kill a skin. She warns them about Nicholas and how he can get inside of your head and take anything that he wants. Basically, he rapes you of your memories and your thoughts. Max suggests they go to the UFO center. It's a former bomb shelter. There are no windows and fewer ways in and out. Then Valenti, Max, Michael, Isabel, and Tess will start picking them off one by one.
Everyone is in an alley across from the UFO Center. Michael, Kyle, and Courtney make it to the UFO Center. Michael opens the door with his power. Then Sheriff Valenti, Liz, Maria, and Tess move. Isabel suggests she goes to find Nicholas. Max says no. He goes to make sure it's safe. The coast is clear. Max turns around to find that Isabel has slipped away. He goes to look for her.
Isabel walks around and finds the tour bus. Someone is playing with a remote-controlled car. As Isabel walks up to the bus, the car runs into her. Nicholas comes up from behind her.
Inside the UFO Center, Michael is with Courtney, she don't look good. He tells her they're gonna pull together the ingredients for another bath. She says it won't work. She's dying. And she needs the granilith.
Inside Brody's office, Liz and Kyle look around. Liz finds a jump on this graph. There was some sort of electric disturbance that leveled off there at 10:30 that morning. She says if the energy field was turned on maybe it can be turned off. They just need to find the source. If they can shut it off, maybe they can bring everyone back. Sheriff Valenti enters he asks if he and Kyle can be alone, Liz leaves. Valenti brings up the night after Kyle's mom left and how Kyle lent him Mr. Squishels and the first time Kyle tied his own shoes and when they took the training wheels off of Kyle's bike. Sheriff stumbles. He tells Kyle he's sorry for not recognizing the man that Kyle's becoming. Sheriff Valenti disappears in front of Kyle's eyes.
Max arrives at the UFO Center. He asks Tess where Michael is and then leaves. Maria paces around. She walks by an exhibit with a mannequin in a window. She turns around and walks back and notices the mannequin is missing now. A skin steps out and blasts Maria with an energy blast. Tess sneaks behind the skin and kicks its seal self-destruct button. The skins found a way in. max suggests they head for the school. Kyle tells them his father disappeared.
Kyle sees a UFO Center postcard and recognizes the sign in it. It's the one he and his dad saw earlier that was defaced. Kyle announces that time field is coming from the billboard out by Chaparral Turnout. He spotted a green rod stuck through it this morning. He's going out there. Max objects then lets them go. Kyle leaves and Liz follows him after staring at Max for a brief moment. Maria says goodbye to Michael then leaves. Courtney's gone.
Inside the skins' bus, Isabel is handcuffed to the railing. She tells Nicholas she's come to make a deal. Ida leaves. Isabel tells him the last time they were together, he awakened something in her and she remembered things from their past. Their forbidden meetings. She flirts. Nicholas motions with his hand and the handcuffs disappear. Isabel acts like she's going to kiss Nicholas, but at the last instant, she pushes him to the ground. She reaches for his fanny pack when Ida comes in and knocks Isabel out. Nicholas is mad he says to kill every last one of 'em.
Liz, Maria, and Kyle are on their way to the billboard. Liz is worried Max'll never know the truth about her and Kyle. Maria is confused. Liz disappears. Maria flips.
Maria and Kyle arrive at the billboard. They come up with a plan. A skin appears. The skin rushes Kyle and he flips him over. Kyle goes to the car to the get "the club". He knocks the skin with it and then knocks the seal self-destruct button. Kyle disappears.
Back in town, Nicholas finds Courtney who's lying on the ground. He questions her. She says nothing. Nicholas grabs Courtney's head and starts draining her mind. Nicholas sees an image of Max through his mind drain announcing their whereabouts. Nicholas grabs her head again and sees another image of Michael telling her about the granilith. Courtney reaches behind to her back and presses the husk un-sealing button. She disintegrates before he could ever find out the graniliths location.
At school, Max asks Michael where Courtney went. Max spots Isabel proped up against lockers he runs up to her. Max, Michael, and Tess look around. They're surrounded by skins.
Back at the billboard, Maria grabs some jumper cables and starts to set them up.
Max, Isabel, Tess, and Michael are tied up to pillars. Nicholas walks around them talking he calls Isabel Vilandra. And thells Michael that Courtney killed herself before I could get the graniliths exact location. He walks back to Max and asks where the granilith is. he refuses. Nicholas motions with his hand and Michael, Isabel, and Tess start screaming in pain. Max gives in. Nicholas grabs Max's head and starts draining his memory Max focuses and repels Nicholas' mind drain.
Flash to the billboard Maria's struggling.
Flash to school.
Maria hooks the cable clamps to each other and places it on top of the green pulsating tube. She disappears shortly afterward. The cables destroy the tube and Roswell glows green again as the effects of the tube are reversed.
Tess screams shrilly and then gathers her power. A raging fire starts to build behind her and she releases it into the group of skins, vaporizing them. The pod squad is free they look around and see the the janitor.
Back at the Crashdown, all the humans have returned. Alex is eating at the counter. Valenti walks in he and Alex talk.
At the Evans household, Diane Evans is washing dishes when Isabel rushes in. Isabel hugs her tightly.
Switch to Liz, Maria, and Kyle by the blown up billboard. They jump around hugging each other.
Max and Tess are walking through a park, discussing what happened. Suddenly, a little boy who looks a lot like Nicholas bumps into Tess while riding a scooter. The episode ends with Max and Tess staring after the boy as he rides away.
