At the Crashdown Café, Maria and Liz look forward to the arrival of Liz’s grandmother, Claudia Parker, who has been an important influence in Liz’s life. Max arrives and he and Liz begin to subtly flirt, as four of Kyle’s friends from the football team observe them.

When Max leaves, they follow him and two of them, Tommy and Paulie, block his path. The other two prevent him from turning and going in the other direction. Suddenly, they are all upon him, two of them holding Max down while Tommy and Paulie begin to beat him.

Max goes to Michael’s trailer and tells him what happened. Michael wants to get revenge, but Max warns him that doing anything will lead to exposure of how Max saved Liz by using his alien powers. Instead, Max lies and tells Liz that he got his cuts from a fall.

The next day at the Crashdown Café, Claudia Parker arrives and greets her son, Jeff Parker, and Liz, who obviously thinks the world of her vibrant, sophisticated grandmother. Liz and Claudia go upstairs to the living quarters while they discuss Liz’s love life. Maria joins them and reveals Liz’s feelings for Max. After Liz tells her that the situation is complicated, Claudia advises her that, if it were not complicated, he probably would not be her soulmate.

At the UFO Center, Max confides to Isabel what really happened to his face and informs her that he will have to stay away from Liz. That night, Kyle and Liz come home from a video store, ready to spend the evening with Grandma Claudia, when they see an ambulance in front of Liz’s house. They discover that Claudia lost consciousness and is being taken to the hospital.

As Kyle, Liz and her parents wait at the hospital, Liz calls Max and gets his answering machine. She leaves a message about her grandmother, saying that she is scared and just wanted to hear his voice. Tortured and divided, Max stares at the machine as the message is being left, afraid to pick up the phone.

In the hospital waiting area, a doctor informs the Parkers that Claudia has had a stroke. Her condition is stable, but the situation is serious. Max arrives and Liz immediately recognizes that the situation is delicate. She explains to Max what happened to her grandmother—as though she had never called him. With everyone sensing the intimacy between them, Max makes a lame excuse about his cousin being in a car accident and goes off to another part of the hospital.

A few minutes later in the parking lot, Kyle corners Max as he gets into his Jeep. Max confesses that his cousin was not in a car accident. Kyle thanks Max for helping Liz on the day of the shooting, but he does not like the way Max has always been around her since then and he warns Max to stay away from her.

Kyle returns home and asks his father if there was ever a time when his mother had someone else on her mind. The sheriff immediately inquires if this has anything to do with Max. Kyle wonders how everyone in town seems to know about Liz and Max and is shocked by the seriousness of his father’s tone when he tells Kyle to stay away from Max.

The next day at school, Michael goes up to Kyle’s locker and puts his hand over the handle of the locker and causes it to melt together. Max goes into the restroom, where he encounters Michael, who tells him that his alien powers have greatly improved since he became angry over Max being beaten up. Michael shows him what he did to Kyle’s locker, but this only enrages Max because of the danger it creates.

That evening at the Crashdown, Maria is overwhelmed by customers. She spots Isabel and blackmails her into helping out by threatening to tell Valenti the truth about her. At the hospital, while the Parkers are sharing Claudia stories, she takes a turn for the worse and goes into a coma. Maria comes by after work and they all look in on Claudia—only a wisp of life left in her. The next night, Liz returns to the café to pick up a change of clothes. She sees Isabel covering for her and, in a moment of emotion, throws her arms around her.

Liz goes to see Max and asks him if he could use his alien powers to save Claudia. Max regretfully informs her that, even though he saved her, he cannot just heal people. After finding out from his friends what they did to Max, Kyle goes to the hospital to see Liz. When he tells Liz about the beating, she cannot understand how he could be friends with people like that and she breaks up with him. Liz goes into Claudia’s room and is joined by Max, who tells her that, although he cannot stop what is going to happen, he may be able to help her say good-bye.

Taking Claudia’s hand and concentrating, a shot of energy bursts through Max and Claudia appears across the room…while the other Claudia remains in her bed, still in a coma. Liz tells Claudia how much she has meant to her and how she has always made her feel special. Claudia responds in kind and the two say a final good-bye.