After Michael has a violent showdown with his father, Max and Isabel's father helps Michael set up his emancipation; the fourth alien emerges as a shapeshifter who watches over Max, Michael and Isabel.

Max develops an uncontrollable attraction to Tess that includes intense sexual daydreams, and Sheriff Valenti learns that Topolsky was killed in a suspicious fire. Meanwhile, someone has secretly placed a video camera inside Michael's apartment.

After the death of congresswoman Whitaker, Max and the gang visit her hometown, Copper Summit, Arizona, where they find themselves trapped in enemy territory when they learn the whole town population are Skins.

Max tries to stop Alex and Kyle from being buried alive in a cave filled with glowing blue crystals; Isabel is kidnapped by Grant Sorenson possessed by the alien parasite queen; Michael is shot while trying to protect Laurie.

Michael works as a security guard, but when he tries to loosen up his co-workers, he causes more harm than good. Meanwhile, Max and Liz continue to see each other despite her parents' wishes.

When Liz begins to undergo some strange, alien-like changes to her body, she decides she needs to get as far from Max as she can. In order to separate from him she must leave Roswell to go to boarding school in Vermont. Meanwhile, Maria gets offered a recording contract in New York, but she isn't sure she likes what the record label people are doing to her music to make it "popular."