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.

With Alex's ghost as her guide, Isabel must finally confront her fears about love and her conflicted feelings for Jesse. Meanwhile, Maria happily discovers a whole new, human part of Michael in, of all places, a bowling alley, and Liz and Max struggle to remain together despite her father's insistent disapproval.

Michael uncovers a conspiracy at Metachem, when a guard is killed on duty. Michael enlists the aid of Max and Isabel when the investigation takes an alien turn. Meanwhile, Liz has entered boarding school in Vermont and tries to start a new life, and Maria disillusioned by New York goes to visit Liz in Vermont.