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First Aired: May 14th, 2001
Co-Executive Producer: Ronald D. Moore
Executive Producers: Kevin Kelly Brown
Jonathan Frakes
Lisa J. Olin
Screenwriters: Russel Friend
Garrett Lerner
Director: Patrick Norris
This time, Maria’s blackboard recap is necessary, given that this episode is the one that should have been aired before Alex died and Tess became pregnant and Liz turned into Angela Lansbury as Jessica Fletcher. Maria talks about Brody Davis and Larek using Brody as a "human cell phone" when he wants to talk to his "good buddy Max" (they’re good buddies now? There must be another episode missing in there.) She says something happened before Max started remembering Tess, Liz became closer to Sean, and Alex died. She didn’t think it was important at the time, but now, she says, she realizes it was the key to everything.

Whistling something – maybe "Coming Round The Mountain" – Max knocks on Brody’s door with the intention of organizing his "crop circle files." A mysteriously hyper Brody, however, decides Max should fix the weather balloon instead, an obvious ploy to get rid of him. Brody goes back inside his offices at the UFO Center, dons a virtual reality headset, and conjures up a rather lame computer-generated version of himself as he tries to find out more about his alien abductions. He goes back to the time when his abducted body sat in on the meeting from "Max in the City," and though the program warns "Memory Disk Full" (huh?), he continues trying to recall the attendees. He starts with himself, then Nicholas, then receives a shock: "Oh my God -- Max? How can Max be in…" But apparently, the "Memory Disk Full" just got fuller, because Brody is thrown backward, sparks shooting off from his headset, and the lights go out in the UFO Center and the Crashdown.

Max attempts to check the fuse box as Brody gets a gun out of a drawer. A suddenly-appearing, gift-bearing Tess tells Max it’s not a fuse, that the lights are out all over town. She attempts to give him the present, but Max seems suspicious. Obviously hurt, Tess tells him it’s a black V-neck sweater, but she can give it to Kyle if he doesn’t want it. Max relents and thanks her for the gift, then turns on the auxiliary power. Suddenly, Brody rounds the corner, "Why did you lie to me? You’re an alien, aren’t you?" He goes on to say that he remembers New York City and he, Max, and Tess were all there with the other aliens. Max says, "Larek," to which Brody replies, "There. That’s an alien name. That makes you an alien." (So…if I say "Kivar," does that make me an alien, too?) He pulls a gun on them, as Max tries to deny he’s an alien, but Brody points the gun, prepared to shoot. Max holds up a hand and sends out his green energy field just before Brody fires, and the bullet bounces off and smashes a framed picture on the wall. Brody smiles weirdly and snarks, "So how do you explain that?"