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When Agent Topolski (Julie Benz) interrupts Liz (Shiri Appleby) and Max (Jason Behr) at make-out point, it's for a reason neither of them would have believed. Topolski informs them that she was part of an elite alien-hunting agency, but quit after learning that a colleague was killing innocent people in order to reach Nasedo (Jim Ortlieb), the fourth alien. Neither Max nor Sheriff Valenti (William Sadler) believe her story, but Topolski claims she can prove her sanity with a communicator orb from Max's home planet. Complications ensue when Michael (Brendan Fehr) steals the orb, and the situation is worsened further when Nasedo shape-shifts into the form of a doctor, who claims that Topolski is an escaped mental patient. Meanwhile, Maria (Majandra Delfino) and Michael worry that Isabel's (Katherine Heigl) new friend (Emilie de Ravin) is interested in Max.