On a hot, December evening, Liz walks downstairs from her home to the back room of the Crashdown. Hearing noises from the closed restaurant, she peeks through the swinging door and sees Michael and Maria romantically intertwined. The next morning, Liz probes Maria about her evening, but Maria is not talking. She declines Liz’s invitation to the café, saying that she has an "appointment."

After Maria leaves to make out with Michael in the eraser room, Liz spots Kyle holding hands with Vicky Delaney, a shapely, vapid blonde…just Kyle’s type. The happy couple invites Liz to an underground party at an old soap factory that Friday. Liz becomes even more disturbed when she passes the principal’s office and sees Mr. Forrester and Valenti questioning Alex. Valenti asks Alex about the sudden disappearance of Ms. Topolsky because he was the last student on her schedule the day she left. Alex claims to know nothing about it. Mr. Forrester hands Valenti a standard resignation letter that Topolsky left him.

As Valenti leaves, he runs into Amy DeLuca, who had been called in by Topolsky to discuss Maria. The sheriff sees Amy not as the woman he arrested when she was eighteen, but as a fellow single parent. Later, Liz tracks down Alex, who stonewalls her when asked about what he told Valenti. Liz regrets how strained their once close relationship has become.

The next day in the girls’ restroom, Liz informs Maria that she knows about the turn in her relationship with Michael. Across the hall in the boys’ room, Max and Michael have a similar conversation. Although Max and Liz point out the obvious problems with interspecies relationships, Michael and Maria counter that it feels good. Disconcerted after her talk with Maria, Liz questions Isabel about her involvement with guys. Isabel explains that she keeps things pretty Platonic because she has more to fear than the average girl from letting a guy see who she really is. The conversation turns to Alex, and Isabel decides to look into what is on his mind.

Across town, Valenti runs into Amy at the Crashdown and clarifies that he was just doing his job when he arrested her for blocking bulldozers that were about to destroy a historic piece of Native American architecture. When Valenti recalls what she was wearing on that day, Amy finds herself drawn to him.

That night, Isabel enters Alex’s dreams in order to find out what he plans to do with his knowledge of substituting his blood for that of Max. Isabel is shocked to find a dream Isabel already there, wearing a tight red dress. The dream Alex has a maturity and sexuality not exhibited by his waking counterpart. Both riveted and infatuated, Isabel watches as Alex dances with the dream Isabel and tells her that she can reveal her true self to him.

The next morning, Isabel tells Max that she is the one person who can control Alex. Michael joins them, complaining that suddenly Maria actually wants to have conversations and go places together, such as the old soap factory party. When they arrive at school, Isabel finds Alex and invites him to the party. While Liz and Max watch slugs try to mate in biology class, she asks him why they cannot be together. He tells her that he is afraid of her hurting her, but he realizes she is right when she says that it is not his decision.

On Friday night at the old soap factory, a metal band hooks up its amps to a single, frayed extension cord. Alex meets Isabel, who is wearing a tight red dress. In another part of the factory, Maria finally corners the evasive Michael. He tells her that he cannot get involved in an intense relationship. Fighting back tears, Maria walks out.

As Alex and Isabel step out, she says that she knows how he feels and she can trust him. Not believing his good fortune, Alex’s suspicions are confirmed when Isabel mentions that Max can also trust him. Alex realizes that she invited him to the party in order to find out what he told Valenti. Things become really incendiary when a spark from the extension cord ignites a fire.

Soon, firefighters and Valenti arrive. As everyone evacuates, Valenti’s eyes follow Liz and Alex. Just after a passing band member hands them two bottles of whiskey, the sheriff arrests Liz and Alex. In the holding cell, a despondent Alex refuses to talk to Liz. Valenti enters and warns them that they will stay locked up until one of them tells him the truth. When Liz suggests that they will be fine if they get their stories straight, Alex informs her that he is through lying. Liz realizes that Alex will tell Valenti everything.

Gathering her courage, Liz tells him about the aliens, finishing just as the sheriff comes in. Alex proceeds to confront Valenti, claiming that his incarceration has nothing to do with trespassing and possession of alcohol, adding that he will get a lawyer if they are not released immediately. Relenting, Valenti releases them and Alex tells Liz that, while he does not believe her story, he feels that she believes it.