Michael is suspicious. When Liz tells the others she thinks that the agent has changed, he reminds her that she believed Topolsky last time, too.

"It's kind of hard not to, with all the face-sucking going on," she replies.

Pushing for something more, Alex muses that it would be nice to have someone else, someone to share stuff with.

Tess, a cute blonde teen, asks if she can join them. Isabel, only too eager for an interruption, welcomes the new girl.

As it turns out, Tess is new to the school, a regular occurrence in her life. She and Isabel bond immediately, talking about boys and realizing that they both add sugar to their yogurt.

Alex is left out of their conversation.

Michael presses Max for the secret to romance as the two get after-school snacks at the Evans house. Michael wants to make Maria happy, but she went to French Club after school instead of meeting him at legendary campus makeout spot, the Eraser Room.

Max suggests that Michael take her out or surprise her -- possibly with notes in her locker or flowers.

Entering without introduction, Tess asks, "How do you know women so well? Don't let me stop you. This is fascinating."

Max and Michael don't know what to say. Eventually, Isabel introduces this disarming stranger as her friend.

After Tess goes up to Isabel's room, Isabel chides the boys about their rude and overly suspicious behavior.

"I thought we were supposed to be acting normal," she reminds them. "Think of the job you two just did."

Later, a delivery boy brings flowers to the Crashdown Cafe. Maria hopes they are for her, but they are actually for Liz.

Disappointed, she shoos the delivery boy away, gives the flowers to Liz, and demands to know what "Moondoggie" has to say.

Liz dresses up and goes to Senor Chow's. She sits down alone to wait for Max by the fish tank.

Instead, a harried Topolsky arrives, wearing a wig. Cautioning Liz not to draw attention, she begs the girl to hear her out.

When Liz wants to know what is going on, Topolsky cryptically replies, "I've learned things, seen things, that no one would believe."

Liz wants to know where Topolsky has been all this time.

"To hell," she replies. "And I've come out to warn you. There's a hunter -- an alien hunter." She explains that this hunter works outside the system, answering only to the director of the FBI and the President -- and he's after Max.

She warns Liz that all three of the aliens are on the hunter's list, as are their human friends. When Liz says that she believes Topolsky, the agent sets up a meeting behind the theater for the next day.

At school, Liz -- obviously upset -- tells Max about the meeting. He shushes Liz, only looking concerned when she mentions the list.

Liz wants everyone to have a say in what happens, so they get together out in the desert. Alex admits that he's scared, but Michael tells him that's what Topolsky wants.

"She's waiting for the three of you to deliver us straight to the FBI," he says.

Liz warns that it's not three and three anymore: they are all in this together. The group argues some Maria suggests that they take a vote on what to do.

Alex favors listening to Topolsky, while Isabel and Max are against it. Liz wants to talk more, and Michael says that everyone knows where he stands.

Before Maria can speak, Michael announces a tie, but Maria cuts in with her own "no" vote.

As the others prepare to leave, Michael thanks Maria for seeing things his way.

A late night visitor

In the alley, a hooded Topolsky checks her watch - it's 9:00, an hour after the meeting time. Startled by a bum, Topolsky begins to run.

She claims to be there because Liz and Max will not listen to her. Topolsky seems convinced that others must know what she knows, or else her own safety will be jeopardized.

After blowing her cover in Roswell, Topolsky returned to Washington for a four-week debriefing with the special unit of alien hunters. She wonders how Pierce, the brutal agent in charge, would treat the teens.

Topolsky tells Valenti that all agents belong to the FBI for life, especially when they have seen what she has seen, but the Bureau is out of control.

Valenti asks why the FBI hasn't just taken Max, then. Topolsky answers, "No solid proof. Fear of what he might do. He's not the only one, you know."

She also tells Valenti that his name is on a secret list. When he looks skeptical, Topolsky tells him to check in with Agent Stephens, of whom Pierce made an "example."

After she leaves, Valenti sits alone, drinking Jack Daniels, then pulls out his Rolodex, which has Stephens' home and Bureau numbers.

When a receptionist tells Valenti that Stephens no longer works for the FBI, Valenti tries the home number. When a woman answers, he apologizes for calling so late, then asks for Stephens.

"Who is this? Why don't you know?" the woman asks him. "My husband's dead. Why don't they just tell everybody, for God's sake?"

Maria spends a bored evening at the Crashdown waiting for Michael to prepare food. She reads this situation into their relationship, telling him he will need to earn her attention now.

Out of the blue, he suggests that they should double-date with Max and Liz. Both girls seem surprised, Maria pleasantly so.

Meanwhile, Max is handing out alien masks at his job at the UFO Center when Valenti surprises him. The sheriff apologizes, then makes awkward small talk about strangers, warning Max to be careful of them.

When Max asks who, Valenti says, "The crazies. The people coming up to you out of the blue, filling your head up with all sorts of conspiracy theories, that sort of thing."

"Roswell attracts all kinds," he says. "You never know who's going to turn out to be your friend or enemy."

Finally, Valenti admits that he wants to help. If anyone bothers Max or his friends, he says, they should come to him.

Alex brings videos to the Crashdown, his idea of post-work fun

Liz and Maria, changing clothes, veto Scream 2. When he offers his "chick-flick back-up rental," Notting Hill, the girls tell him they are going out.

The three aliens arrive, Max and Michael bearing gift bags. Max bears a fancy bag contains bubble bath -- "It's supposed to make your skin soft," he tells Liz.

Michael has brought a paper bag with shampoo. Maria is not impressed, even after he points out that it is really shampoo and conditioner.

Alex sits down in a booth with Isabel. He is concerned for her, and tells her that he would do anything for her.

Isabel is touched. No one but Michael and Max -- her brothers -- have ever said anything like that to her.

However, she is still afraid of being vulnerable, so he suggests they start slow, maybe with a movie. Perhaps Notting Hill?

Tess arrives, insults Notting Hill, calls Alex "Al" and offers to do Isabel's hair as part of a "girl's night."

Isabel agrees to the hint of fun in the air, leaving Alex out. He leaves the Crashdown.

A car pulls up behind him in the alley. The voice from within claims to be allied with Topolsky, but Valenti pulls up in his police car, lights flashing. He asks if everything is OK, and the other car pulls away.

The sheriff turns to Alex and tells him, "Hitchhiking's never a good idea. C'mon. I'll give you a ride home, no questions asked."

Alex stares after the other vehicle in disbelief.

As the meal winds down, Michael proclaims the date, "hasn't been as bad as I thought it would be." Turning the charm higher, he announces that Maria will need to pay since he will not be paid until Tuesday.

Away from the table, she chides him for his bad manners. He can only talk about himself and the shampoo was generic.

Michael wants to know what he can do, but loses patience -- he doesn't understand why she is with him. Before she can answer, he leaves.

As the perfect ending to a bad evening, when he gets home, he finds his apartment trashed. Topolsky emerges from a back room holding the orb, and asks if proof will help him believe.

She offers to show him another orb, which she took from the Special Unit Evidence Vault in Washington. The orbs are communicators and will only work when together.

In return, she wants his people to take her with the alien teens when they come to retrieve them. He calls her crazy.

Crazy or not, Topolsky wants him to meet her at Buckley Point on the following night.

Back in the desert, Alex tells the others about the car and his ride with the sheriff. Max continues from their last conversation, insisting that they tell no one else. Everyone agrees.

Michael says nothing of Topolsky.

The others leave, but he remains with Maria. She forgives him for last night, telling him to quit acting strangely. He hugs her.

That night, at the Crashdown, Alex and Isabel -- who did not want to be alone -- sit together.

Maria finds Michael looking for her car keys in her Crashdown locker. Spying the orb, she realizes that he is going to Topolsky, contrary to everything that he has said to the others.

After leaving a note for Liz, Maria insists on going along.

In the Jetta, Maria has second thoughts. It's dangerous, she should not be there, and she wants Michael to pull over.

Max and the others pursue in the Jeep. Alex wonders aloud why Michael would do this after what he has told them.

Isabel replies, "Because he's Michael."

When Michael stops the car, Maria gets out and tells him this is a mistake. What's more, it affects her because of their relationship.

The Jeep pulls up and Max storms over. He demands that Michael give the orb to him.

When Michael hesitates, Max punches him, causing the orb to roll away.

Two more cars pull up. Topolsky won't be joining them, a professional looking man says.

Sheriff Valenti identifies this man as Dr. Malcolm Margoland from Bethesda, MD. He has been treating Topolsky for the last six weeks after her psychiatric breakdown.

Margoland tells them that Topolsky is "paranoid delusional." She makes up elaborate schemes with herself at the center, and she escaped. He followed her credit card purchases, which led him to the sheriff. Topolsky is under his care now.

Valenti vouches for Margoland's story. He has checked it out, and everyone can return home now and disregard anything that Topolsky told them.

Margoland offers some advice: "No more late night trips to the middle of nowhere. Anything could be out here. I'd hate to see any harm come you on our account."

As Valenti turns to leave, he picks up the orb. He says nothing, but he watches the others leave.

Under his breath, Max says, "Nice job, Michael."

Dr. Margoland's car pulls away, stopping elsewhere on the side of the road. A light emerges from the vehicle, and the car shakes.

After shifting again, he emerges from the car as a tall, scruffy hiker, shoulders a backpack, and takes some pills. He walks away from the car into the woods.

Topolsky sits in the woods, holding another orb. As a car pulls up, she calls out to Michael.

It's the car with dark windows.

A voice tells her, "Good work, Agent Topolsky. You led me right to them."

She runs. The car chases her. A man pulls her into the car.

As the car turns to leave, we see her screaming through the rear window.