Joey Ferrini is siting in a car with his girlfriend Bunny. He sends her away to smoke a cigarette. She sees a figure near the car and finds Joey's body burned. Although the police seems willing to dismiss it as a freak lightning strike, Deputy Brown of the Roswell Sheriff's Department interviews Max after his car license is found in Joey's possession. Max says he doesn't know him but after Brown has gone, Michael tells Max that Joey was the person who threatened him in Utah. Max shares the information with Liz: He thinks the person that killed Joey is the second shapeshifter who came down with Nasedo. He is going to go to LA to look for him, since he's his best chance of finding his son, but asks Liz to stay behind.
Liz and Kyle are paired together on a journalism class assignment and told to search for the truth about something. Their brainstorming is interrupted by Jim, who asks Kyle to answer a call from the care home about his grandfather. Kyle gets the idea of doing an expose of the care home and admits his father hasn't been to see his grandfather in over a year. When Liz looks through some old newspaper clippings, James Snr grabs her arm and says "They are among us."
Liz rings Max in LA and suggests the alien may have a basic form similar to Nasedo's Ed Harding form. Max attends Joey's funeral where he is accosted by Joey's acting agent, Julius Walters, who gives him his card. Afterwards, he finds a note on his car telling him to go home. Back in Roswell, Jesse gives Isabel an engagement ring but she is unable to wear it since no-one knows she's engaged. She tries to tell Diane but Diane is more interested in how Max is doing, even giving Isabel money to pass on to him. Isabel rings Max to complain about what he's doing.
Kyle and Liz try to interview Jim about his father; Kyle admits he marked the date of Jim's last visit on James Snr's calendar. Liz tells Jim about what his father said and Jim explains They Are Among Us was a B-movie filmed in Roswell. The lead actress was killed by a freak lightning strike but James Snr insisted she was murdered by an alien. Liz passes the news that his quarry likely killed before on to Max. Max meets with Walters to ask him about Joey. While Walters is busy chatting with producer Kal Langley, Max manages to get hold of Joey's address. He breaks into Joey's apartment and finds a video of him rehearsing the speech he gave to Michael in Utah, then gets an e-mail telling him to back off. Bunny disturbs him and Max is able to convince her he is trying to solve Joey's murder.
Liz and Kyle meet with Bess Covendall who did hair and make-up on They Are Among Us. She tells them the dead actress was involved in a love triangle with the lead actor and the clapper loader; James Snr thought the latter was her killer. Bunny talks Max through what happened when Joey was killed and says he came back from Utah talking about aliens and spaceships and insisting he had dirt on someone big. Liz calls Max to tell him the clapper loader should be on the dailies from the film, which are kept at Paramount Pictures, and is probably the alien's base form. She is disconcerted to hear Bunny with him, explaining the technical terms of film making. Max drops Bunny off at her flat. She awkwardly propositions him but he tells her her life depends on her forgetting everything.
With some prompting from Liz, Kyle makes a pointed remark to Jim about his relationship with his father. Jim goes to visit James Snr but doesn't stay long. However, when he looks back, he sees his father trying to mark the date on his calendar. He says he'll do it for him...and then mark the next day when he visits him then. Meanwhile, with some encouragement from Jesse, Isabel has dinner at a restaurant with Philip and Diane. Both are still preoccupied with Max but Isabel manages to babble in a fauxy cheery manner that she's marrying Jesse. There is a stunned silence after which she suggests they order.
Max gets Julius to get him an audition for a small role on Enterprise at Paramount. He auditions with Jonathan Frakes and John Billingsley but Frakes seems to find him an unconvincing alien. Max tells Julius he wants to walk around the lot and locates the film can. Playing it, he sees the clapper loader was Langley, who enters the room behind him. Langley uses his powers to throw Max away and burn the film.
- They Are Among Us was an 87 minute long B-movie filmed on location in Roswell in 1959. The lead actress was killed by a freak lightning strike. Rumor on the set had it that the lead actress was caught up in a love triangle with the lead actor and the clapper loader. Sheriff James Valenti, Sr. investigated her death, concluding that the clapper loader was responsible. When interviewed by Liz and Kyle, makeup artist Bess Covendall recalls that Valenti's 'alien business' caused quite a stir. The rights to They Are Among Us were eventually sold to Paramount Studios. Dailies from the film revealing the clapper loader's identity were stored in Film Vault 1 on the Paramount Lot until a fire destroyed them in 2001.
- This is the only episode not to feature Maria.