This episode opens in Los Angeles where a man named Joey is parking with a blonde bimbo. She wants to smoke, so he kicks her out of the car. There's a flash of light behind her and a man in a trench coat walks away. The bimbo walks back to find that Joey is completely incinerated. The next day, the police are trying to figure out how Joey was burnt without leaving a scorch mark on the seat. They go through his car and find a paper with Max's license plate on it. This brings the police to Michael's to talk to Max. Max says he doesn't know who Joey is or why his license plate was found in his car. Michael catches a glimpse of the picture and starts (he recognizes Joey as the PI who shot at him in the season premier, "Busted"). The deputy is tempted to take Max in since he was arrested for armed robbery a few weeks ago (also in Busted), but Max points out that the charges were dropped. Michael tells Max he knows the dead guy. Max tells Liz about it and says he thinks that a shape-shifting alien like Nasedo killed Joey. While Nasedo is dead, there is supposed to be another one still loose. Max thinks this is a lead toward contacting his son, and Liz thinks it's dangerous, if necessary. Liz decides to go with him, and Max says it would be better for him to go alone. He promises to keep her updated. At school, Liz is partnered with Kyle for a school project to videotape "the truth." The former Sheriff Valenti shows up needing to talk to Kyle and says that Kyle's grandfather--who is in a nursing home--has had an incident and Kyle needs to take care of it. At the Crashdown, Jesse shows Isabel her engagement ring. She loves it but she can't wear it because they're keeping their engagement secret for now. She promises to talk to her mom that night. Kyle and Liz make a stop to the nursing home, and Kyle says that his grandfather has outbursts. Kyle will probably just need to clean everything up. Liz asks why Daddy Valenti doesn't take care of it. Turns out, Daddy Valenti does not get along with Grandpappy Valenti, who was at the Roswell crash and claimed to have knowledge of aliens, which haunted Daddy Valenti's career as Sheriff. Even though Daddy Valenti knows about the aliens now, they still don't speak. Liz takes the opportunity to search for truths for their class project. Kyle takes over the camera, focusing on the crappy living conditions. Liz introduces herself to the catatonic Grandpappy Valenti and begins to read to him when he suddenly reaches out and tells her "they are among us!" Max has just made it to LA when Liz calls. She has a theory for tracking down the shape shifter. She points out that Nasedo had a default shape that he took and perhaps this other shape shifter has a default shape, as well. Max finds his way to the cemetery where Joey is being interred. An agent approaches Max, wanting to represent him. Back at the Valenti household, Kyle is trying to set up their documentary about the nursing home. Daddy Valenti comes home to the embarrassment of Kyle. Liz follows Jim to find out why he rarely visits his father. Liz relays Grandpappy Valenti's words "They are among us," which Daddy Valenti explains was a B horror movie about aliens shot in Roswell. At the time, Grandpappy Valenti was the sheriff and worked the case when the leading actress of the film died mysteriously. It was determined to be a freak lightning strike. Hmm, a connection between this actress and Joey in LA? At the Evans, Isabel tries to talk to her mother about her engagement. Her mom is convinced that the person on the phone with Isabel (Jesse, encouraging her) was Max. Isabel just wants them to put the Max thing aside for a little while so that she can tell them about her engagement. In LA, Max gets a parking ticket. It reads "GO HOME MAX" and disintegrates in his hand. Isabel calls him and asks when he's coming home because their mom is worried, and she and Michael don't approve of him looking for shapeshifters alone. Max says he has a plan, which hinges on Joey's agent. Max asks about Joey's life. Joey was in prison for assault, which is why he was cast as the mob-type in movies. A hotshot producer shows up at the restaurant (Cal Langley). While his agent is schmoozing with Cal, Max finds Joey's address. That night, he breaks into Joey's place. Liz calls at that inopportune time to tell him about the dead actress. Max asks if there were any suspects, and Liz agrees to ask Grandpappy Valenti. Max finds a tape of Joey's called "Utah shoot" which is Joey rehearsing the very lines he said to Michael in "Busted". Joey's laptop receives an email, but the voice adds "You've got mail...MAX." It reads "I warned you Max. Stay away." Max turns to leave only to find Joey's bimbo with a gun pointed at him. Max explains that he's just trying to find out who killed Joey. The bimbo agrees to show Max where Joey died. She walks him through what happened and said that Joey came back from the Utah job acting strangely and talking about UFOs and aliens. Back in Roswell, Liz and Kyle have found a copy of They Are Among Us. They find someone who did hair and make-up for the movie and talk to her about the late actress. The woman says that the actress was a "little hottie" ("that is what you call them now?" she asks Kyle) and was struck by lightning on a clear day. The rumor was that the actress was involved in a love triangle with the clapper loader and the lead actor. Kyle says that his grandfather always thought the actress was murdered. The woman says that Grandpappy Valenti always thought the clapper loader did it. And also that aliens were involved. Liz reports to Max, who's still driving with the bimbo. Liz is shocked. Max steers them back to the subject at hand. Liz thinks that it's possible that the clapper loader is the shape-shifter in his default form and would be in the daily footage, which is stored in Paramount pictures. If Max can get ahold of that footage, he might be able to find out what the shape shifter looks like now, since they tend to return to their default form. As Max drops off the bimbo, he tells her to forget about all of it because her life depends on it. She asks if she should forget about him, and he says especially him. The bimbo kisses Max and says that she hopes the girl on the phone (Liz) knows how lucky she is. The next day, Max goes to his agent and asks for an audition. He finds an audition for Paramount studios. It's a guest-spot for "Enterprise", and the agent calls to set it up. Back in Roswell, Isabel is having lunch with her parents. Jesse has psyched her up to talk about her engagement. As soon as she tries to break the news, they ask about Max. She forges ahead about how it's good news, and says she's getting married. Her parents are stunned into silence, and Isabel says she feels relieved and picks up a menu. At the Valentis, Liz and Kyle are going through some of Grandpappy Valenti's things to try to find clues. Jim comes home, looks at the table, and walks by without a word. Liz says that Kyle has to break the cycle of silence. She calls in Daddy Valenti and leaves Kyle alone to say that he hates the fact that his father never visits his grandfather. Valenti goes to see his dad in the nursing home, but can't bring himself to stay long. As he starts to leave, however, he feels guilty and turns back to see his father trying to mark the date on the calendar. Valenti promises to mark the date on the calendar and says they'll mark tomorrow, too, because he'll come back then. At the Paramount lot, Max undergoes the funniest audition. He's supposed to be playing an alien, and he reads his lines woodenly. The director (from Star Trek: the Next Generation fame) stops him and tries to explain his motivation as an alien from another planet. Max ditches his agent so he can wander around the Paramount lot alone. He finds his way to the film vaults and uses his powers to slip inside. Liz calls him while he's in the vault and says that she's worried about the death threats. Just then, he finds the reels and uses his alien powers to project them onto the far wall. Indeed, there is a picture of the clapper, none other than the movie producer, Cal. Just then, his phone goes dead and the film burns. Behind him is Cal, who explains that Joey found out what Cal was and had to be killed. He throws Max across the room and burns the films. To be continued.