Liz tries to maintain her relationship with Kyle despite her deep bond with Max; Michael is obsessed with the idea that there was another alien in Roswell in 1959 and tries to decipher the meaning of the flashes only he sees. Meanwhile, Liz suspects the new guidance counselor Ms. Topolsky is hiding something, especially when she sees her with Michael's file.

A new UFO sighting sends suspicion and fear through the town and leads Max and Isabel to investigate the incident during a school camping trip.

After Michael has a violent showdown with his father, Max and Isabel's father helps Michael set up his emancipation; the fourth alien emerges as a shapeshifter who watches over Max, Michael and Isabel.