Liz asks Tess where Nacedo is. Tess claims not to know, noting that Nacedo has never left her alone for this long.

Maria points out that they need Valenti's resources, but Tess would prefer to rely on the aliens’ powers.

Back in the White Room, guards have strapped Max down. Agent Pierce enters, removes his protective mask and contamination suit, and shows his prisoner some X-rays.

As it turns out, Max is completely human – with all the right bones, organs, and even bodily systems – but his blood is "completely not human."

Pierce then intensifies the interrogation, asking about three former heads of the Special Unit, who were all killed by Nacedo.

Max denies knowing anything about them.

Pierce explains his knowledge of the aliens: the FBI had an alien in captivity in this very room for three years.

Holding out the orb, Pierce asks Max what it does and where the other one is. Max denies knowing anything about how it works.

Frustrated, Pierce calls in medics, who hook an IV to Max's arm. As drugs flood into Max’s body, Pierce brings a finger to his mouth and tells him, "SHHHH."

Alex comforts Isabel before she attempts to enter Max's dreams.

Isabel stares at a picture of Max, her perspective warping as she drifts into a vision of the White Room.

Max, manacled to the wall, has trouble focusing.

We see Max's broken memories of being taken away.

He is pulled from a truck and strapped to a gurney. He sees a United States seal, and a handprint reader.

After Isabel pushes him to tell her who has done this, Max shows her "Deputy Fisher" in the white room, then Pierce in his black suit, and she figures out that the deputy is Pierce.

As medics enter the dream, Max tells her to get out. Isabel wakes with a scream.

Afterward, Michael comforts Isabel while she tells him about Pierce. As Tess pushes her to remember, Isabel decides she has seen the seal before.

The gang stands in front of an exhibit at the UFO Center. The seal is from nearby Eagle Rock Military Base, which is supposedly abandoned but has a connection to the 1947 crash.

Liz still wants to go to the sheriff. Michael still opposes her, and news that Pierce was a deputy bolsters his argument.

Michael wants to go in and rescue Max, and he believes aliens' powers can protect them.

Maria questions this, worrying that Michael will get himself hurt.

When she and the other humans insist on coming, Tess tells them they're "liabilities." She claims that the aliens alone stand the best chance of getting Max out alive.

The aliens leave, and the three humans look more alone than ever in the UFO Center.

The three aliens enter the base through a shaft, sneaking down stairs and through corridors until they reach the checkpoint Isabel saw in Max's memories.

Inside, Pierce hammers away at the drugged Max with questions about the orb and the crash. He tells Max, "I'm going to find out, one way or another."

Frustrated with his lack of progress, Pierce calls in medics to flush Max's system. Pierce wants Max cogent for what he will do next.

Back at the Crashdown, Maria and Alex try to console Liz. A haggard Sheriff Valenti joins them.

He has not slept all night, running what he saw through his mind. He knows that he saw two Maxes, and one has been captured by Pierce.

He asks the kids to share their information, but Liz says they don't know any more than he does.

Valenti excuses himself, but only after noting that they will need more help if they want to get Max back. Liz wants to go to him, but Maria holds her off.

They agree to wait until 4:00 for the aliens to return. If they don’t, they will tell Valenti.

In a montage, Max is poked with an IV, shoved into a tub of cold water and given electric shocks. He is in intense pain.

While Isabel worries about Max, Michael wants to burst in, using his powers to get past security. Tess observes that this would bring too much attention their way.

Two agents wheel a covered gurney past them. Fearing that it carries Max’s body, Michael tails the agents, with Tess and Isabel following.

At 4:06, Liz tells the others, "I'm not waiting anymore. I'm going to do what Max would do for me."

If Max was ready to trust Valenti, then so will Liz. She will say what she needs to say to get help.

The aliens duck into a side room as the agents leave the morgue. When the coast is clear, they enter and approach the body.

Closing his eyes, Michael pulls the sheet off. It is not Max, but an agent with a silver handprint on his chest.

Tess claims never to have seen the mark. Just then, an agent enters, telling them, "You shouldn't be here."

Michael raises his hand to use his powers. The room shakes, and cabinets fly open.

The "agent" raises his hand to do the same and tosses Michael across the room. Tess greets Nacedo – who changes to his more familiar identity of Ed Harding – and then berates him for leaving her alone so long.

Michael greets Nacedo warmly, mentioning that he has been looking for Nacedo for a long time. Nacedo is more concerned that they will get themselves killed trying to rescue Max.

After changing back to the agent's face, Nacedo ushers them down the hall. They stop short when an agent – the one Nacedo is impersonating – walks by.

Liz enters Valenti's office. She confirms that he was right, that they really do need his help after all.

Max needs the sheriff's help, she says, and Valenti must trust the information that Liz has. She can even direct him to where Max is being kept.

After taking cover in the basement of the complex, Nacedo tells the aliens to synchronize their watches to 5:47. Timing is crucial to his plan to free Max.

Nacedo asks them to scan the escape route into their brains, and is surprised to learn Isabel and Michael don't know how to do that.

The key obstacle is the security door, which is made of depleted uranium. After years of study, the FBI knows the aliens’ limitations, and uranium atoms are too heavy for the aliens to affect the door with their powers.

The scanner on the door also presents a problem, since it reads both bone structure and fingerprints. Nacedo can imitate fingerprints, but his bone structure is not human.

Nacedo needs Michael to go with him, and Michael will need to learn to duplicate an agent's fingerprint.

Max has awakened, and when he pins Pierce to the wall, the man's initial shock gives way to a smirk.

He tells Max that a serum has been injected into him, blocking his powers by suppressing the neurotransmitters in his brain.

Pierce sits Max down, straps him in, and puts a VR set on Max's head.

To use his prisoner's feelings against him, he shows Max images of his friends, ending with Liz. After seeing a depiction of Liz lying down with blood on her face, Max screams.

Pierce explains that it's trick photography, but it shows what could happen if Max does not cooperate.

Max calls Pierce evil, but the agent doesn’t see him that way. "I'm risking my life to save my country," Pierce says, "my planet, from being colonized by alien life, by you."

He gives Max ten seconds to tell him where the other orb is which of his friends will die. Max gives in.

Nacedo lectures Michael about how weak and wasteful humans are. They have barely tapped the powers of their mind – powers that Michael has been engineered to possess.

Elsewhere in the base, Isabel thanks Tess for helping them rescue Max. She asks Tess what her part of the plan will be.

Suddenly, an agent appears and carries off Tess, kicking and screaming. Isabel freaks out, and the agent disappears.

Tess explains, "I made you think something was happening right in front of you, when it wasn't." Isabel recognizes that this power could have influenced Max's thoughts.

Returning to the original question, Tess says that her part in the mission is to distract Pierce while Michael and Nacedo rescue Max.

Michael is struggling to change his fingerprint pattern. He blows out a light and swears.

Nacedo doesn't help, telling him he knows Michael can do better, that his programming can handle this.

Michael asks where Nacedo was all of those years. How could he let this happen?

Footsteps outside make Michael's job harder. Nacedo needs Michael to make the change now, or else, he says, "I'm using his hand, and you know how I'm going to get it."

Michael tries again and succeeds. Another agent enters, and Nacedo kills him.

Michael is outraged – why did Nacedo need to kill this man? They cannot run the risk of running into each other, Nacedo says, emphasizing that Michael must be willing to fight to return home.

Disgusted, Michael says, "You're not who I thought you'd be." Nacedo says much the same thing.

He changes Michael's clothes to a FBI suit, changes his own form to that of the newly dead agent, and the two leave the morgue together.

Pierce holds the two orbs out. He is pleased that Max has finally told him the truth -- now Max must tell him how to work them.

Max cannot, because he doesn't know how.

Pierce calls in the surgeons. They enter with the IV and a slew of medical equipment, and Pierce threatens to take Max apart with such expertise that he’ll remain conscious throughout.

Max says, "I can't tell you what I don't know."

Michael and Nacedo clear the checkpoint, using Michael's new identity. An agent greets Nacedo as Matheson and assumes that Michael is a newly arrived agent named Fields.

They watch as more surgeons approach Max's location. Michael wants to go in, but Nacedo stresses timing.

In the basement, Tess tells Isabel the same thing.

As Pierce introduces two surgeons – one with a scalpel to harm and one with a syringe to keep the subject alive – Max asks who is inhuman now.

Isabel focuses on the picture of Max as the plan commences. She tells Max about the rescue.

He says that he needs to make the orb work, and she tells him to promise Pierce anything.

Max yells for Pierce to stop. He will demonstrate the orbs' use, but only to Pierce.

The room is cleared, but it takes Tess a moment to get her illusion ability to work.

Pierce becomes impatient, but then he sees a green glow surrounding the two orbs together. He is transfixed.

Behind the one-way glass, Nacedo is pleased with the timing. He shatters the wall without disturbing Pierce's reverie.

Max stumbles away from the table, and Michael helps steady him. They turn to leave, but Nacedo says that he needs to stay to do something.

Nacedo-as-Matheson is there to calm Pierce when he comes out of the trance.

Agents discover the body of the real Matheson, then rush back to the white room only to find Michael moving Max.

As Fields, Michael claims to be following orders and urges the others into the lab area.

The agents enter the White Room and see someone who is not Matheson with Pierce. The agents open fire, hitting Nacedo.

Pierce redirects their attention to Max. The base must be locked down to prevent his escape.

As Michael and Max approach the security barrier, warning lights start to flash. Valenti arrives as the security door is closing, and urges them on.

Pierce runs into the hallway, drawing his weapon as he sees the sheriff.

Pierce shoots and misses. Valenti returns fire and hits Pierce.

With Valenti's help, Max and Michael get through the door just as it closes.

Pierce attempts to open the security door, but his blood covers the X-ray panel. He bangs his hand against the wall, leaving a bloody stain.