Max and Tess wake up together in the observatory, with it still night. Max walks Tess home, somewhat awkward but kissing her good night. They are seen by both Valenti and Kyle and Valenti sends Max home and Tess to her room. There, Tess feels her stomach and reacts with shock.
Liz goes to see Maria and tells her what she discovered about the photo of Alex in Sweden being faked. Leanna could be a person Alex never met...or an alien. She asks Maria to help her investigate. Next day, Max tries to confide in Isabel about his night with Tess but after recent events she isn't in the mood to be sympathetic. At school, Tess tries to talk to Max. He shuts down the conversation when Michael appears but has no objection to acting like a couple with her in public.
Kyle finds Isabel in a depressed state about having to stay in town. He tells her if he had her powers he'd use them to have fun. That night, he gets her to dream walk the two of them into the dreams of Playmate of the Year Jodi Ann Patterson. They find themselves with her in a gym, where Kyle feeds her cake and invites her to the showers. Isabel abruptly ends the dream but it's enough for Kyle to offer to help her get back at Max.
Tess tells Max she is pregnant. Liz turns up and tries to question Tess about her mind control abilities. Max cuts in, scornfully asking if Liz is now saying Tess kills Alex, and stages a mock interrogation of Tess. Kyle interjects that Tess was with him that night and Liz leaves. Maria gets Derek to trace the e-mails Alex sent her, supposedly from Sweden, and learns he was actually at the University of New Mexico. Next morning, Michael discovers Liz and Maria leaving with their bags packed. Liz gives him a cover story about going to see Alex's grandmother. Maria privately tells him the truth; he promises not to tell Liz or Max if she calls him if they get in trouble.
At school, Max discovers Isabel and Kyle have replaced his yearbook photo with a picture of an alien. He confides in Michael about "alien sex" (the climax releases a surge of energy that leaves them with a feeling of bliss for an hour) and Tess' pregnancy: Nasedo told her that Antarian pregnancies only last a month and the baby is developing fast. Michael is fearful of discovery if the baby is obviously alien. Max takes Tess to the pod chamber to try and get answers. She insists she is keeping the baby, which leaves a hand print on her stomach when it moves. When Max touches her, he sees the baby and discovers it is a boy.
Liz and Maria talk to a student who identifies Alex's photo as "Ray", who never left his dorm or talked to anyone but who he once saw coming from the computer building late at night. The girls stumble across a Nelly Furtado concert. While they are listening to it, they spot Leanna among the students present. They try to follow her but lose her...and then run into Michael, who has followed them there.
During one of Seligman's classes, Kyle sets off the fire alarm and Isabel uses her powers to stick Max's shoes to the floor, earning him a telling off. However, the hurt look on Max's face leaves Isabel feeling less than victorious. Kyle later suggests to her that they could really freak Max out by causing one of his testicles to disappear. Isabel indicates that if Kyle doesn't drop it, she'll give the same treatment to him.
Liz speaks with a professor at the computer building and learns the new computer is designed to decrypt any cypher. She asks him to look into what Alex was doing. Michael and Maria rejoin her: They have discovered Leanna is a student at the university named Jennifer Coleman. Michael attempts to force the two girls to leave but is pulled up short when the professor discovers Alex was trying to translate a document in the alien language. He deleted the results but e-mailed them to Jennifer first.
Max suggests to Tess that they get a place of their own, although she was hoping they could return to Antar. Suddenly, Tess collapses. Max does a scan similar to the one he did earlier and discovers the baby is in distress, unable to survive in Earth's atmosphere. He looks after Tess in her room, telling her that for the first time he realised he could lose her. He apologises for taking her for granted.
Liz, Michael and Maria go to Jennifer's dorm room where her roommate, Bonnie, tells them she left suddenly after hearing her mother was ill. While Maria keeps Bonnie distracted with a monologue about her grandfather dying, Liz and Michael retrieve Jennifer's mail and discover she has rented a property out in the desert. They head to the spartan building; Liz and Maria rush to her computer and trigger a pyramid-shaped booby trap, but Michael uses his powers to throw it out of the window before it explodes. They discover a crystal resembling the granilith and a print-out of the translation: Leanna has it but so do they.
Isabel finds Max upset outside the house. He tells her about Tess and the baby. Isabel apologises for being caught up in her own drama and Max says that he's sorry for treating her life as unimportant. Isabel takes him to the park where she reminds him of when they used their powers to make it snow when he was upset about his guinea pig being killed, repeating the trick. Michael appears and mildly admonishes them for the public display of powers before telling them he's been helping Liz and Maria...and it was worth it. He gives them the print-out, a translation of the alien book. Max says they're going home.