The kids learn someone is covering for Whitaker's death when they witness a television report about her being killed in a recent car accident. While searching through Whitaker's office for clues, they find a letter from Copper Summit, Arizona from the Universal Friendship League. The letter states if the League doesn't hear from Whitaker, they will terminate her membership. Max decides some of them should go to Copper Summit, while Michael and Maria stay behind to learn more about Courtney who they know now is a Skin. At Courtney's apartment, Maria discovers a shine devoted to Michael. When Courtney walks in, Michael demands she tell them why she's in Roswell. Courtney explains that she is part of a renegade group of Skins who follow Michael as their leader. She says their planet was on the brink of a golden age when it fell apart, and her group believed if Michael had been the one on the throne instead of Max he could have united their planet and brought peace. Courtney tells Michael because he would not betray Max it ended up costing him and the others their lives.
Back in Copper Summit the kids discover the Universal Friendship League, which is a private organization to which non-members are not allowed. They then visit Whitaker's family who invite them all to stay the night so they can attend the memorial service in the morning. While there, Isabel meets Whitaker's younger brother, Nicholas, who seems to know more than he leads on to. Later that night, Max follows Liz onto the street and confronts her about what happened with Kyle. Liz tells Max that although it was a mistake, she and Kyle did make love. Unsure of whether he believes her or not, Max walks away leaving her with her lie. Meanwhile, Michael, Maria and Courtney head to Copper Summit. Along the way Courtney explains to them that her skin is actually a husk: a shell to protect them from the Earth's environment. She goes on to say the husks are peeling because they only last fifty years, and the time is almost up. The next day as they proceed into the service, Nicholas motions for Isabel to follow him. She does as the others go inside to pay their last respects. Inside, Liz touches Whitaker's body, which breaks. They then realize what is in the coffin is only a hollow shell. Max then sees that the entire congregation is scratching and realizes they are all Skins. As they start to leave the Skins close the doors, and attempt to use their powers to kill them. Max then creates a force field and with Tess's help, holds the Skins off.
At the same time, Isabel follows Nicholas into a larval chamber where she sees glass cases containing duplicates of the people of the town of Copper Summit, including Nicholas and Courtney. A confused Isabel looks on as Nicholas explains how it took them twenty years to nurse the husks from spores to maturity, telling her they're almost ready for harvest. Nicholas addresses Isabel as Vilandra, and says her destiny is with them. He goes on to explain that she was in love with Kivar, the one who currently sits on her brother's throne and is the one for whom she sacrificed a kingdom. Nicholas then demands to know where the Granilith is, but Isabel tells him she doesn't know what he's talking about. About this time, Michael, Maria and Courtney barge in to save Isabel. Michael stays behind and faces Nicholas, who tells him he recognizes him as the king's second in command and it was he who killed him in his last life. As they are about to battle, Courtney smashes an alien pump, which seemed to be keeping the husks alive. As soon as the pump is smashed, Max sees the Skins losing control and falling to the ground in pain. Max then leads Tess and Liz into the street, where they catch up with Maria, Isabel and Courtney. Maria then notices Michael is carrying what looks like a body, and realizes that he has saved Courtney's alternate skin. As the seven of them then escape from Copper Summit, the Skins look on and realize they will soon die. Nicholas then vows to them all that it's not the end