After an encounter with Kyle's friends over Liz, Max realizes he may be risking revealing their secret. Max decides he needs to back off from Liz, and go back to the way things were before he healed her. Meanwhile, Liz is delighted by the arrival of her grandmother CLAUDIA, whom she's always admired. Coming home from a date with Kyle, Liz finds out her grandmother has had a stroke and is in a coma. Liz leaves an emotional message on Max's answering machine, asking him to come see her at the hospital. Max, torn by his recent decision and his true feelings for Liz, reluctantly arrives at the hospital. Once there, Kyle sees Max and warns him to stay away from Liz. Meanwhile, Michael begins to exact his own form of revenge by playing practical jokes on the jocks that beat up Max. Max becomes enraged when he realizes what Michael has been doing, and tells him he's only jeopardizing their identity. Michael lashes back that Max has already done that by saving Liz's life, which further confirms Max's feeling that he should stay away from Liz.
Liz finds Max and asks him if he can save her grandmother. Max explains that he was able to save her when she got shot because it wasn't her time to die. Max tells Liz he can't stop what's happening to her grandmother, because he's not God. Liz then finds out Kyle's friends beat Max up. At the hospital, Liz blows up at Kyle who swears he knew nothing about the beating. Not being able to fight her true feelings for Max, Liz breaks up with Kyle. After Kyle leaves, Max arrives telling Liz although he can't save her grandmother, he might be able to help Liz say goodbye. Max establishes a connection with Grandma Claudia, and her ghostly form appears. Liz tells Claudia how much she's always admired her, and Claudia responds by making Liz promise to follow her heart. Liz and Grandma say good-bye, before Grandma Claudia dies.
- Shiri Appleby as Liz Parker
- Jason Behr as Max Evans
- Majandra Delfino as Maria DeLuca
- Katherine Heigl as Isabel Evans
- Brendan Fehr as Michael Guerin
- Nick Wechsler as Kyle Valenti
- William Sadler as Sheriff Valenti
Michael touches one of the jocks on the chest and induces rash-like symptoms, such as itching.
Michael waves his hand over one of the assailants' tests, changing the answers
Though not shown, Michael also used his powers to melt the hinges on Kyle's locker, preventing him from opening it.
Isabel "flash fries" a customer's burger at the Crashdown Cafe. She also heats up a cup of coffee for Maria.
Max is able to let Liz see her grandmother one last time, even though she is in a coma. This may be similar to inducing a vision, but with another party involved.
- Max – Gotta feed the monkey
- Max – I'll have an Alien Blast
- Liz – [under her breath] Me too
- Liz breaks up with Kyle
- Although Isabel says that Michael can't control his powers in the previous episode, he seems rather skilled in this episode
- The room Liz's grandmother stays in is 104, just as this episode is number 1#04
- When Michael puts his hand on the jock's chest to make him itch, a handprint on his shirt is visible for a few seconds after Michael takes his hand away
- Even though he's credited, Colin Hanks (Alex) does not appear in this episode.
- At the Crashdown, when Liz walks up to Max after the orthodontists look at her overbite, her order book skips from in her pocket to in front of her.
- Candy by Mandy Moore
- Then The Morning Comes by Smashmouth
- The Weight by The Band
- Mistaken by Save Ferris
- Someday by Sugar Ray
- I Love You by Sarah McLachlan