After last week’s action-packed episode, we jump right in to another incredible one. “The Creep” begins with a voiceover from Noah, describing where the aliens came from over a flashback to the 1947 crash. He says they were refugees fleeing a war torn planet, but their ship was hijacked and crashed on Earth. He claims he listened all night as humans arrived on scene and killed the aliens outside their pods. Noah is seen hiding as gunshot after gunshot sounds. He drags his pod, which was damaged in the crash, into a nearby cave and gets in.

Flashing forward to 2004, Liz, Max, and Michael are camping in the desert. She leaves the tent and her attack happens as Noah’s voiceover continues, saying that the pod kept his body in stasis but barely. Hearing Isobel’s screams were finally what made him feel less alone. Noah’s face turns inside the pods as the screams reach him.

Back in present day, Isobel is looking at their pods, one of which contains Noah, as Max and Michael join her. It’s been three days since injecting Noah with Liz’s serum and Isobel says she is still trying to process how she never figured out Noah is an alien. Michael is in favor of giving him the antidote and torturing some information out of Noah, but Max argues it is Isobel’s choice. They begin to argue and Isobel asks them to stop, so Michael leaves.

Liz has resumed her waitressing job at the Crashdown Café where she talking with Kyle. Kyle spots the handprint on her chest and she tells him it’s Noah and she wants to put everything behind her now that Rosa’s real killer has been caught.

Alex finds Michael day drinking at his place and asks for help finding out more on Project Shepherd which was established to cover up the UFO crash. Alex is suspicious of more sinister actions and tells Michael he knows of a rundown prison where they have found heat signatures that are hotter than normal human bodies. He suspects aliens (“you do run hot Guerin”) and wants to investigate. Michael agrees just as Kyle shows up, clearly joining them, and asks who is driving.

In the cave, Max tells Isobel that he was constantly out there when Isobel was in stasis. Isobel says she remembers nothing at all. He suggest she ‘get it off her chest’ if there is anything she wants to say to Noah and leaves her alone with the pod. There is suddenly a sound of pounding and Isobel turns around to see Noah fighting his way out of the pod.

Liz, at the diner, grabs at her chest and appears almost ill.

Isobel yells for Max and he runs in, gun drawn, as Isobel tell him not to shoot Noah so they can get some answers.

Liz crashes through Max’s front door to find Noah looking sick with Isobel sitting nearby and Max’s gun still trained on him. Noah says they are not enemies and resumes the story of their fleeing their world.

As the 2004 flashback resumes, Isobel is dragged through the desert and Noah says her psychic scream called to him. He explains that he was trapped; completely conscious in the pod for all those years. Isobel realizes her vulnerability that night and her blackout is what first allowed Noah into her mind. He agrees and says he stayed there in her mind. Every time she was vulnerable he took control and ‘borrowed’ her body. Max knocks him unconscious and Isobel runs outside. Max asks Liz to look after Isobel and she agrees but points out Noah will probably die by the end of the day if he isn’t given the antidote.

Standing outside the prison, Alex explains to Kyle that it is using an advanced camouflage technology that he managed to crack. They watch on his screen as Michael’s heat signature appears and he rounds the corner around a nearby abandoned bus. Kyle still thinks his father was murdered and this place is something he wanted him to know about. Alex disagrees, “you can’t give somebody a brain tumor.” Michael uses his psychic connection to see what he can feel and tells them he can hear pain and screaming coming from the building. At this, Kyle charges forward without hesitation with Alex and Michael following.

Max has secured Noah to a chair in his room and begins to interrogate him. Noah says Max’s tattoo is a map, but won’t give up any further information.

Outside Isobel calls Michael and leaves a message to hurry if he want to ask Noah questions. Liz attempts to comfort her but Isobel rejects her and Liz agrees she can’t pretend to know how Isobel feels. Liz says it doesn’t matter what information Michael wants or what Max wants, but what Isobel needs. Isobel asks if anything made Liz feel better about Rosa and she confides that the truth is what helped her.

Inside the prison, Michael can feel other aliens and leads them down a hallway to a locked door. Michael tries to use his powers but they don’t work when Alex’s device alerts them to someone approaching. Alex tells them to leave while he stays behind to handle it. A gun is placed to his head and he quickly disarms the person, saying “it’s been a long time Flint,” to his brother.

Now in a main operating room with high tech gear, Flint asks why Alex is there. He lies easily saying their dad sent him to help strengthen their security, and questions why Flint is there instead of deployed. Flint lets slip they are working on various technology advancements and Alex confirms that he knows “the family secret” about the UFO crash. Alex points out that Flint is a special weapons expert and Flint confirms they are working on a smart bomb that will kill all aliens. Flint then realizes Alex lied about why he is there.

Liz and Isobel return to Max’s house. She’s decided she wants to talk with Noah in her mindscape where she knows she has total control. She sits and connects with him, and Noah immediately tries to woo her. Isobel shuts him down and demands answers.

While they wait Liz tells Max that Isobel just had an entire life stolen from her by secrets and lies. She also reveals that she has a handprint from Noah and that she can feel his pain and his fear. Max is understandably upset that Liz has an alien mark on her, but she tells him that she isn’t sympathetic. She hates that it is her serum killing him and her antidote, and feels as if she is a killer now by not giving it to him.

Noah explains that he was able to see the world through Isobel’s eyes. She however defines it as being used like a sock puppet to pray on Rosa. Isobel points out that Rosa was too smart to love Noah and that’s why he killed her. He offers to let them go back to pretending they are human, and when he grabs her hand she leaves her mindscape and tells Liz and Max she does not want to face him alone.

Michael and Kyle argue as they wonder around the prison in search of answers when they stop in front of a door with a number that Kyle recognizes from his father’s letters. They decide to go in based on this hint.

The argument between Alex and Flint escalates as their home life is brought up. When Alex tries to leave, Flint grabs him saying he really should not have come to the prison and grabs for his gun.

Michael and Kyle have found the general population holding cells that each has a window, keypad, and locked door. Inside every cell is an alien. Michael says he can feel their anger and fear. Kyle points out that if they are from the crash that they have been in captivity for 71 years. Michael is increasingly agitated as he realizes that all of them have been tortured and tested on for decades. He wants to rescue them but Kyle argues that they are feral and can’t be taken anywhere safely.

Michael stops walking as he spots a bald elderly woman who is asleep on her bed (a hard metal bench). Kyle tries to call his attention away, talking about his father wanting him to find subject N-38. The woman wakes up sees Michael. He realizes that he knows her, but can’t place the memory. Suddenly, a door opens and Michael runs to hide as Kyle grabs a clipboard and addresses a soldier, lying that he is the new tech and is to inspect subject N-38. She tells him that there has been a ban on interaction with him since 1952. Every rat and rabbit sent into his cell would die from an aggressive cancer after he touched them. Kyle asks if any humans ever entered and she says just one. He realizes that his father was infected and killed by the alien.

At Max’s house, Isobel takes Max’s hand and mentally transports them to her mindscape with Noah. Noah tells Max he knows he wants to kill him. When Isobel questions this, he explains that killing Rosa, “channeling her exquisite life force,” brought him back and he was able to escape the pod. Noah realized then that killing makes them stronger and destruction makes them feel better. He continued to kill to keep his body from deteriorating, and Isobel realizes it’s why he is so much strong than her, Max, or Michael. Noah argues that their ‘nature’ is the reason that saving people nearly kills Max, it’s the opposite of what they are meant to do.

Alex asks what information their father has on Flint to keep him hiding in that place, but before he answers Kyle runs in telling Alex that the place is a prison for innocent people and their fathers contributed. Flint asks if he found out about subject N-38, and tells Kyle and Alex that they are all killers and they have scientific proof that destruction makes the aliens stronger. A visibly shaken Kyle says that if his father helped torture and experiment on innocent people then he deserved his ending.

Isobel questions why Noah did not just kill her and he says he needs all of them for leverage. Max asks why they were in the ‘upper class’ pods that were protected during the crash, but Noah will not tell them anything more without the antidote. Isobel reminds Max that Noah cannot lie to them, and they leave the mindscape. When Isobel tells Liz his bargain, she begins to argue, but Isobel doesn’t want his answers. The truth did nothing to help her. She stands to leave and asks Max to let her know when Noah is dead. Liz offers to drive her home, but Max asks for the antidote before she leaves. She hesitates but he says he does not want the burden of letting Noah die to be on her. She agrees and gives it to him.

Michael tries to free the woman from her cell, attempting to short the wires on the keypad. When that doesn’t work he yells in frustration, asking why he knows her. She only shakes her head and looks distressed. He tries to use his powers to break the glass, but when it finally cracks an alarm sounds throughout the prison and the woman shakes her head sadly.

In the control room a screen flashes ‘quarantine breach’ and Flint tells them they have 10 minutes to get out before the entire building explodes. He grabs several binders, shoves Alex toward the door, and leaves when they don’t immediately run. Alex gives Kyle his backpack and tells him to grab anything he can and then get out of the building. Kyle quickly tells Alex where to find Michael and they part ways.

Max adds handcuffs to Noah’s restraints and thanks Cam for bringing them over. He follows her out of his bedroom and into the living room when she says no more than “yeah, sure.” That’s when she tells him that what he is doing is not order or justice, and though he argues, she maintains there has to be a better way. She also informs him that she covered for him and explained her weapons discharge in the chaos after the gala as too much champagne, and was fired for it. When he asks why she’d take the fall for him, she says he knows why. Max sits and tells her he is sorry for leading her on, which she denies he ever did. Cam reveals that her sister is now in a prison in Ohio and she is moving to be closer to her. He nods and they say goodbye as she leaves.

Alex finds Michael desperately slamming a fire extinguisher into the window of the woman’s cell, trying to break her out as the alarm continues. Alex yells at him that they have to leave, and Michael shouts back that they are his family and he is not leaving them. Alex tears up as he yells at Michael “alright maybe, but you are mine!” Michael tell him no and that he needs to leave, but Alex reminds him he doesn’t look away. Michael continues to yell at him to leave and that he does not love Alex, but Alex calls his bluff.

Behind them, the woman puts her glowing hand to the glass and Michael adds his and their minds connect for a moment. He realizes that this woman is his mother, he sees her young and she sees him as a small child again. When they break the connection Michael is overwhelmed by the realization and clutches Alex whispering “she’s my mother.” Alex begins to cry for him asking if she said anything. At first Michael says no, but then says she said she loves him and to run. Michael looks back at her one last time and they run from the room. His mother is teary eyed and silent as she lowers her head and closes her eyes.

Kyle is frantically filling the backpack with everything he can get his hands on and quickly closes it. He runs from the building with Alex and Michael hot on his heels and they duck behind a vehicle for cover from the coming blast. The building explodes and they watch as it happens, standing once it is over all visibly shaken from what they witnessed.

Max returns to his room and grabs Noah by the throat telling him that he was right about his desire to kill Noah. Noah makes one final attempt to convince Max to give him the antidote but Max stands his ground.

Alex and Kyle arrive back at Michael’s trailer and Kyle questions whether the aliens really are killers and the good ones are just an exception. Alex, however, is not going to let him reason it away and tells him that he watched the government kill innocent people, which cannot be justified.

Max asks if Noah has any final words, but Noah mouths off yet again and Max gets up to leave. Noah asks him not to leave him there to die alone and Max demands answers about where they are from. When he still won’t say anything, Max decides Noah deserves to die alone and leaves the room.

Michael walks in clearly still reeling from his loss. He asks where Noah is and Max tells him he is moments from death. Michael refuses to let him die without getting answers, punches Max, and takes the antidote. Max draws his gun and Michael asks, “Is this how it’s going to go Max?” He responds with, “That depends on what you do next.”

Roswell, New Mexico airs Tuesdays at 9/8c on the CW.