Written by Jason Katims
Directed by Lawrence Trilling
Liz again writes in her journal, this time about Sean. As the two end their first date, Sean kisses Liz, who surprised at herself, kisses him back. Liz and Maria then talk about Sean as Liz shares guilty feelings about Max. At the same time, Max tells Michael he remembers images about their planet.
Maria gets upset when Michael says he’s not taking her to prom, as Kyle gets peer pressure to ask Tess. When Isabel mentions the prom to Alex, he tells her he can’t go with her because he can’t go back to the place they were before he left for Sweden. Max then goes to tell Liz he’s having memories of his planet, and when she starts talking about prom he asks her to go.
The next day when Liz misses the bus for school, Sean offers her a ride. He apologizes for kissing her telling her he thought he caught a vibe, as Liz tells him she’s going to prom with Max. Kyle asks Tess to prom, as Maria questions Michael about his missing a shift at work. When Michael blows Maria off, she becomes suspicious and gets Liz to break into Michael’s apartment where they find the name and address of a woman, Juanita, written onto a notepad. They go to the address they found and as Liz tells Maria she feels like she and Max are drifting apart, Maria sees Michael with another woman. Maria begs Liz to go and ask Max if Michael is cheating on her.
At Max’s as he and Tess are attempting to retrieve more of their memories, Max tells Tess he is going to prom with Liz. Max then remembers another image from their planet and as he hugs Tess, Liz comes to the window to see. An upset Liz goes home to find Sean waiting for her. Liz tells Sean her life is falling apart, and the two of them go bowling where Sean tells her how he feels so much every time he looks at her asking her if it’s one sided. When Liz is unable to answer, Sean tells her that although he understands what she feels for Max, she’s not getting what she needs from him. Over at Alex’s, Isabel shows up to tell him she’s going to graduate early, is going to college and this is her last chance to have a prom. Alex then asks Isabel to prom.
The night of the prom, everyone gathers at the Crashdown. As Sean takes a group photo, Liz reflects how she feels it will be the last time they will all ever be together. At prom, Isabel realizes she has deep feelings for Alex, as Kyle realizes his feelings for Tess are only those of a sister and a brother. Meanwhile, as Liz and Max dance they both realize what different paths they are on. Liz then brings up Max’s marriage to Tess and tells him they need to stop pretending; that maybe they are holding on to something that will never be. Liz tells Max she’s been in so much pain, and is suffocating inside. Max, who can’t deny any of what’s she’s feeling, let’s her go. Max leaves, just as Michael shows up in a tuxedo and explains to Maria that the girl she saw him with was his dance teacher. Michael tells Maria he didn’t want to ask her to the prom because he couldn’t dance.
Out in the hallway, Tess sees Max sitting alone and goes to him. Max tells Tess it’s over between he and Liz, and further tells her he remembers their first kiss. Max then explains his memory in detail and as they replay the moment, they kiss. Liz sees Max and Tess kissing, and leaves. Liz goes to find Sean at the bowling alley, and lets go of her emotions as the two enjoy each other’s company. Liz writes in her diary how she can finally breath again.
As Maria goes for a massage, Isabel, Liz and Tess enter the Casino where Liz and Tess are stopped by security. A nervous Liz blurts out they are only seventeen, and she and Tess are forced to go to the video arcade. Over at a blackjack table, a bored Isabel goes off in search of something more exciting as Alex loses his entire three thousand dollars on one hand. While Alex tries to calm down, Maria comes up to him and begs him to accompany her to an audition for a booking agent she’s discovered. Alex agrees when Maria tells him she’ll give him her entire three thousand dollars for the favor.