|The show starts out at the restaurant, with Liz telling Maria that her grandmother, the “basis for her existence,” was coming for a visit, to both their obvious delights. There is an orthodontist’s convention in town, and a few of the customers want to look at Liz’s “wonderful overbite.” Liz then looks over and sees Max, much to her obvious joy, as he is there to see her. Max tells Liz that he’ll have an “Alien Blast,” and she replies “me too,” an endearing “Freudian slip” which speaks volumes about the deep affection she has for Max. Unfortunately, their conversation is observed by four thug like friends of Kyle, who jump Max outside and beat him up, warning him to stay away from Liz.
We next see Michael and Max talking, and Michael is enraged about what happened to Max, and he wants to get back at the guys that beat Max up, but Max says that they have to go back into their shells, and that he has to stay away from Liz.
Back at school, Liz waits for Max, but he brushes her off, and she looks hurt. Kyle then meets up with Liz and talks about their date that evening, which will consist of watching some videos. Michael exacts revenge on Kyle and the guys that beat Max up in varied ways. Liz’s grandmother shows up at the diner, much to Liz’s joy. It’s obvious that Liz and her grandmother have a very special relationship. Liz tells her grandmother about Kyle and Max. Maria shows up, and it’s obvious that she has a great deal of love and affection for Liz’s grandmother as well. Max is now working at the Alien Research Center, and Isabel confronts him there about what happened to him, and he reiterates that they have to be careful, and that he’s staying away from Liz. We then see Kyle and Liz on the way back from the video store, and they come upon an ambulance taking Liz’s grandmother away, and we learn that she has had a stroke. Liz calls Max, and tells him, on his answering machine, what has happened to her grandmother. Max then comes to the hospital, to Liz’s obvious joy and Kyle’s obvious chagrin. Kyle follows Max out to his car and warns him to stay away from Liz. Kyle tells his father about his resentment of Max. Back at school, Liz talks to Max, but he rebuffs her. Michael “fixes” Kyle’s locker so he can’t open it, but Max tells him to stop, and that Michael was putting them all in danger, and Michael angrily replies that Max put them all in danger by saving Liz. Max is outraged at this, and he pushes Michael and replies that he would do it again. We next see Maria talking to Liz, and she comforts her in an incredibly touching and moving way, having Liz put her head on her lap, and stroking her hair. This was one of the tenderest displays of affection between two friends that I’ve ever seen, and it was the first of many scenes on this show that moved me to tears. Liz tells Maria that she senses that there’s something wrong between her and Max. Maria tells Liz that she will work alone at the diner that evening, and to not worry about anything. At the diner, Maria is faced with a chaotic situation, and Maria sees Isabel and asks her to help her wait tables, and Isabel haughtily refuses. Back at the hospital, Liz’s grandmother’s condition worsens, and her prognosis looks grim. Maria comforts Liz, and tells her she loves her. We next see Max and Isabel at home, and Isabel, in a change of heart, has decided to help out Maria and Liz and fill in as a waitress after all. Isabel tells Max that he shouldn’t keep Liz away from someone she really needs, namely him. At the diner, Isabel makes a great waitress, mixing sass, attitude, and the use of her powers to help Maria keep things under control. Liz goes to see Max, and tells him that she had called him because she was following her heart, and that he was the one that she wanted to talk to. She then asks Max if there is anything he can do for her grandmother, and he replies that he’s not God.
Kyle finds out that his friends beat up Max, and he tells Liz that he had nothing to do with it, but Liz, angered at the fact that he must have obviously had said something about Max to his friends to compel such a savage act, breaks up with him. Max then comes to see Liz in the hospital room with her grandmother, he tells her that he can’t stop what’s going to happen, but that maybe he could help her say goodbye. Max then channel’s Liz’s grandmother’s spirit to allow Liz to talk to her one final time. Liz, in an incredibly moving scene, tells her grandmother how much she means to her, and that she always made her feel special, and that she doesn’t know what she’ll do without her. Liz’s grandmother tells her that she’ll do just fine, and she tells Liz to follow her heart wherever it takes her, and Liz replies that she will. Liz’s grandmother then dies