MAX'S BODY AND SPIRIT ARE SEIZED TO SAVE A DYING BILLIONAIRE
AND ONLY ONE PERSON CAN SAVE HIM

We learn that Max really isn't dead but that his spirit has been absorbed into Clayton�s body as a result of Max's healing in the previous episode - more than that, Clayton now looks like Max but he�s dueling to keep Max�s spirit from taking over. Believing that ridding Liz�s presence within his mind will help free him, Clayton (who looks like Max now) goes to Vermont to find and kill Liz. Meanwhile, Liz and Maria learn of Max�s death and are in a state of mourning. When Clayton/Max shows, Liz eventually comes to believe she must kill this Max/Clayton person, and in her play to do so, she actually brings Max back to life, killing Clayton in the process. Meanwhile, Isabel is fatally wounded in the fight to save Max at the lab, and in Michael and Jesse�s efforts to save her, Jesse is told the truth about her alien identity.

Highlights: Max isn't dead - he is now inhabiting the body of Clayton (who now looks like Max) but must battle Clayton for control of the body to ultimately save himself as well as Liz. Jesse is finally told the truth about Isabel's alien identity.

Starring Shiri Appleby as Liz Parker, Jason Behr as Max Evans, Katherine Heigl as Isabel Evans, Majandra Delfino as Maria Deluca, Brendan Fehr as Michael Guerin, Nick Wechsler as Kyle Valenti, William Sadler as Jim Valenti and Adam Rodriguez as Jesse Ramirez.

Guest starring are Morgan Fairchild as Meris Wheeler, Jack Donner as Clayton Wheeler, Paul Fitzgerald as Dr. Paul Genson and Ashley Johnson as Eileen Burrows.

The episode was directed by Lawrence Trilling from a script by "Roswell" executive producer Ronald D. Moore.