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."

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.