Liz and Maria are at the Crashdown cafe. It looks like a busy night as the girls rush to and from the kitchen to serve the diners in the restaurant. In between, Liz reveals to Maria that her grandmother Claudia is coming to town and they both agreed that Liz has the best grandmother there is and it is quite evident that the girls adore Grandma Claudia. Liz picks up finished dishes for one of her tables an walks over to a table of four men (very tweedy looking with glasses and all). When she approaches the table, you can hear that one of the men is whispering, "Here she comes!" in an excited tone of voice. As Liz sets down their food, we see Max walking in and sitting in one of the booth behind the table of the four men. One of the men ventures to inform Liz that they can't help but be very impressed by her beautiful overbite. Liz is flustered and tells them that it's the first time anyone has ever told her that. His cohort, perhaps emboldened by her charming reply, asks if the men at the table could see the overbite - for scientific purposes of course. Liz is clearly embarrassed but she acquiesces and sticks out her overbite briefly. Max is watching the entire thing and he is smiling, obviously as amused as we are. When she is done and the table has thanked her, she walks over to Max's table and explains that there is an orthodontist convention in town and they are obviously participants of said convention, as we could all see from the way they had ooh'd and ahh'd over her overbite. Max told Liz that he could clearly see that as well. Liz changes the subject and asks if he is waiting for Michael to come and he said no, he's just in here by himself. He ordered something from the menu and Liz took down his order. Throughout his conversation with Liz, some of Kyle's friends are sitting near them, watching. One of them asks the other if that was "him", to which the other replied, "yes, that's him".
At the end of the night, when Max leaves and walks down an alleyway, he sees that same group of Kyle's friends lounging against a car. They slowly approach him until Max is forced to stop at which point, we see more of Kyle's friend emerging from the shadows. One of the guys asks Max if he's Max Evans to which Max replies in affirmative. The guy then warns Max to "stay away from her", Max questions who was "her" and he is quickly seized by two of the five assailants as the guy who asks that question threw two punches .
Max is sitting in some abandoned warehouse nursing his wound as Michael asks him if he knew who the assailants were. Max replies that they were Kyle's friends. Michael wants to kill them before anything else happens but Max restrains Michael, telling him that this incident indicates that he, Michael and Isabel need to get back into their 'shells' to avoid the risk of exposure - that he must stay away from Liz.
The next day at school, Liz is seen standing by the bulletin board looking intently at the athletic pictures and articles on the board as Maria approaches asking her what she's doing. Maria teases Liz about wanting to be there on purpose so that she can "accidentally bump into" Max since Liz knew that Max has P.E. at that time. Liz tells Maria to get lost but she smiles. The bell rings and we see Max rushing by the corner hallway where Liz has discreetly positioned herself. She catches up to him and greets him, but he seems distracted and Liz notices his bruises and asked him how that happened. He claimed it was a self-inflicted accident from a fall he took before rushing off with an excuse about an English exam. As he walks quickly away from her, Liz is left behind slightly confused. Kyle comes up behind Liz and the two make plans to meet at the video store for that night. Meanwhile, outside the school, Michael is watching Kyle's friends walk down the stairs of the school. He purposes walks past them, bumping into one by accident before brushing his hand lightly across one of the group's chest. He apologizes profusely and they let him go. Later he watches from hidden view as the jock he had bumped into tries to strike up a conversation with a cheerleader when he start scratching himself more and more in the area where Michael had touched him. Michael smirks in amusement from his hiding place as he watches the cheerleader walk away in disgust from the jock's scratching of himself.
It's after school and Liz walks into the cafe to see her father going over some paperwork by the counter as he listens to 60's music. She smiles at her dad and start taking out muffins from behind the counter as the two worked on their own separate tasks in a comfortable silence. Suddenly the chimes at the door rings and in walks Grandmother Claudia who has arrived one day early. Both Liz and her father are clearly ecstatic to see this cheerful energetic woman. After the whole family has welcomed Grandma Claudia, Liz and her grandmother retreats to Liz's room where Liz tells her grandmother about her current boyfriend Kyle, who's "great but .." and start asking her grandmother for advice on what to do when confronted with the possibility of find a true soulmate, but one with whom a relationship will be very complicated. Liz's grandmother replies that if it's not complicated, then it's not a soulmate. Just as the conversation gets more involved, Maria rushes in to greet her and slips out about Max during an ensuing round of good-natured jokes about Liz. The conversation turns to talk about what to do that night. At which point, Liz realizes that she has already made plans with Kyle, but she quickly adjusts her plans so that she could spend more time with her grandmother Claudia.
We now shift over to Max at the Alien Museum where he is stuffing innards of a dummy alien back into its body. Isabel walks up to him and teases him about his work. He is not really in a mood to joke so Isabel cuts to the chase and asks him how he got his cuts and bruises b/c she knew it wasn't Michael and the filmsy excuse they are offering about a basketball accident. Max tells Isabel that it was because he was roughed up by Kyle's friend. She's clearly not happy about the whole thing but Max tells Isabel that the reason he deceived her was b/c he doesn't want her to get angry since that is the last thing he wants. Isabel tells Max that she knows how he feels about Liz but the whole thing with the Sheriff's son, Liz and him could only spell trouble. Max replies that he knows, which is why he is going to stay away from Liz. Isabel asks Max why he doesn't make it heal faster using his powers, but Max refuses saying he wants it to heal "normal" so as to not arouse any suspicion. Isabel sighs and walks off in silence.
Liz and Kyle are walking down a street joking about the tape that they have just rented which they are about the watch with Liz's grandmother. As they approaches the Crashdown Cafe, Liz sees an ambulance at the front of the entrance. Liz looks worried and the next scene shows paramedics rushing through the emergency room of the hospital along with Liz and her entire parents(plus Kyle) - Grandma Claudia is on the bed being wheeled with respirators. She has suffered a severe and sudden stroke. As the whole family waits in the emergency room pensively, Liz leaves to get a coke. At the vending machine, she sees a phone and pauses, before picking it up and dialing. The number she has dialed is Max Evan's and his machine picks up. Liz leaves a long, rambling message on the phone - the gist of which is that her grandmother is in the hospital and it doesn't look good, that she's very afraid and she wanted to hear his voice, but tells him not to come since everyone is in the hospital. Then she hangs up. We see at Max's house that he's been listening to the machine as she was speaking, looking intently at it throughout her message.
Liz is sitting with her parents and Kyle in the waiting room when she sees Max walks in the entrance and she is clearly elated to see him. Max comes up to her, pretending he never got the message, but that he was there to see his cousin who got into a minor car accident. He looks at Liz carefully to see if she's okay and she tells him that she's fine, that she just found out Grandma Claudia's stroke isn't as bad as it looks and that the doctors are hopeful for recovery. He sees Kyle and immediately backs off, leaving. He walks out of the hospital, shaking his head at himself and just as he is about to drive off, he turns the headlights of his jeep on and sees Kyle standing right in front of him. Kyle exposes Max's lame excuse for going to the hospital and tells Max that while he appreciates the fact that Max played a role in helping Liz out by calming her out over the shooting incident at the restaurant, he doesn't appreciate the fact that Max is all over her. Max gives him a look and said that he recognizes that before driving off.
That night, at Kyle's house, he is mindlessly watching TV when his dad, Sheriff Valenti walks in. The father and son had a discussion that touches on among other things, the Sheriff's failed marriage with Kyle's mom and Kyle reveals to his dad that he's having "girl trouble". Valenti intuitively brings up Max's name, much to Kyle's surprise but warns Kyle to stay away from Max. Kyle is puzzled but doesn't say anything.
The next day at school, as Max closes his locker, we see that Liz is standing right behind, watching him. She attempts to strike up a conversation but he is even more distant than before. He tells her that he got the message she had left on the machine and realized that Liz had not wanted him there even as Liz protests that she was really glad that he was there but he told her brusquely that it was a mistake since she already had the support of her parents - and Kyle. Liz looks confused and attempts to ask what's wrong but Max cuts her off in a frustrated tone of voice, telling her that they had agreed not to be seen together for a while. Liz looks hurt and Max rushes off. Max storms into the boy's bathroom where he punches the last stall of the bathroom in with one hit, causing the wall to collapse onto the person in the stall right next to him. Looking a bit regretful at his own atypical outburst, he walks over to the mirror as Michael, the occupant of that bathroom, walks out. Seeing that Max is clearly in a bad mood Michael half-jokingly assesses the situation: Max is in love with a girl who's seeing someone else, to which Max tells Michael that sometimes, he finds Michael really annoying. Michael tells Max to cheer up and tells Max that he will show him something that will. The two walked out and from around the corner, Max and Michael watches as Kyle attempts to unlock his locker, with no success no matter how many times he tries the combination or bang his locker. Clearly puzzled, him and his friends don't know how to resolve the problem. Max immediately drags Michael into an empty classroom and chewed him out for using his powers on Kyle and his friends after having promised not to. Michael makes the fine distinction that he only promised he won't kill them. Mike retorts that it was Max who first endangered all of them when he saved Liz. Max angrily pushes Michael against the wall and starts to say that if he could change things....but he couldn't finish the sentence because he knows he would do the exact same thing. Then Michael, clearly angry that Max is not appreciative of his undercover revenge tactics, left after telling Max that right now, he doesn't trust anybody.
Liz is seen sitting in the student lounge area in the middle of the hallway. She is vacantly staring at a textbook when Maria sits down next to her. Seeing Liz's distressed state, Maria pats her hand on her lap and Liz lays her head there as Maria asks her what she is doing in school when she should be in the hospital. Liz tells Maria that she needed a distraction. As the conversation progressed, it becomes clearer that Liz is not so much as worried about Grandma Claudia as she is worried about the way Max seems to be pushing her away. Maria suggests that perhaps she was over analysing things and that really there's nothing more to it, but Liz remains unconvinced. Maria then tells Liz to go to the hospital afterschool instead of going to work even though Liz worries about the restaurant being short-staffed but Maria forcefully tells Liz to go see her grandmother. The bell rings and the two gets up. Liz hugs Maria and they walk off.
That night, Maria is in the restaurant. It's basically just her and another waitress serving a roomful of people all demanding their food, etc. She's completely overwhelmed and just when things look bleak, her fellow waitress left for a cigarette break. Maria freaks out and sees Isabel walking by with two of her friends on a night out. She grabs Isabel, who is mildly annoyed that Maria is talking to her in public but Maria presses on, pleading with Isabel to help her wait table and asks her to do it for Liz if not for Maria. Isabel gives Maria a hard time but seems to be listening.
That same night, Liz goes to Max's house to ring his bell and he opens the door. She asks if she can speak to him. He reluctantly agrees and follows her out. They go to a park where Liz explains to him that the reason she broke the rule of staying away from him was that when her grandmother suffered the stroke, she was thinking with her heart and not with her head and her heart told her that the first person she wanted to talk to was with Max and no one else. She then tells Max that she has to ask him something, which she just has to get out because she was thinking about it so much. Max listens attentively as Liz asks him if there was anything he could do to help her grandmother. Max then tells Liz that the reason he was able to save her was because the bullet was a supernatural force entering her system, an accident that occurred before her time. He can't stop natural death from occurring since he's not god. Liz looks him right in the eye and tells him that she just had to ask and that she understands.
The next scene shows Isabel hovering over Max in the waitress uniform of the Crashdown cafe as Max is in disbelief at what Isabel is about the embark on. She tells him its for Liz and he is quiet. She then asks him if he's feeling alone, depressed or angry at the world to which he says it's all three. Isabel then tells him that maybe he should be talking to Liz since she heard that Liz's grandmother just got worse. Max is clearly concerned but he tells Isabel that Liz has Maria to talk to -and Kyle .to which Isabel asks who did Liz called first when she found out about everything. Max is silent and then he asks why she's so concerned about him talking to Liz since she was never in favor of him getting too involved with her to begin with. Isabel tells him that if the same happened to their grandparents, she knows she would want someone to talk with. Isabel goes to work in the Crashdown cafe where she serves customer with irritation and stands up to her superfluous friends who make fun of her for working there. Maria is no longer afraid of Isabel's power, even asking Isabel to use them to heat up a cup of cold coffee for a customer.
The next day at school, Kyle is at school with his friends puzzling over how his locker could have melted shut and the conversation touches on Max where Kyle finds out that his friends had beaten up Max behind his back. Angry at them, he rushes to the hospital where Liz and her family are to tell Liz that it's not his doing that his friends attacked Max. Liz gets very angry blaming it on Kyle anyway since they are his friends and it must have been because of something Kyle have said to them. She tells Kyle that while there is nothing going on with her and Max, there is also nothing going on between her and Kyle. Kyle is shocked at how fast the conversation has taken a negative turn and blames it all on Max which Liz denies. Then she leaves him outside the hospital to return to her grandmother.
Inside her grandmother's room, Liz hands her parents a cup of coffee and tells them to go get some air. Alone with her grandmother, Liz tries to speak to her grandmother just as Max walks in. He looks a bit out of place but he tells her that he's there b/c while he can't stop the death he can try to help her say goodbye. He touches Liz's grandmother's arm and you can see that he's trying to make a connection but after several moments, when it looks like it might not work, he apologizes to Liz who nods in understanding with tears in her eyes. Just then, she hears her grandmother's voice behind her and see her grandmother's spirit. Her grandmother looks over at Max and teases Liz saying, "So that's Max." The two then had an emotional farewell where her grandmother urges Liz to follow her heart always. Liz's grandmother passes away after that farewell leaving a desolate Liz with Max.
Max drives Liz home to the Crashdown Cafe and when they say their goodbyes, Liz starts to thank Max for helping her today, but he places his finger over her lips and tells her there's no need to thank him. She nods and walks in as Max watches her- Just as she approaches the door, she turns around and walks back into Max's arm, crying into his shoulder. He holds her as the camera pans above the two and fades into the darkness. Liz voiceover is sadly musing that sometimes, it's really hard to follow one's heart when one knows that happiness is impossible to find.