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The Roswell aliens celebrate Christmas with their friends and families.

When Liz begins to feel ill she suspects it is connected to when Max brought her back from the dead, and Maria gets an opportunity to pursue her life’s big dream as a singer.

When one of their closest friends die in suspicious circumstances, each character deals with it differently. Liz is in denial, refusing to believe that her friend would commit suicide; Maria falls apart, leaning on a surprisingly caring Michael for support; Isabel believes her friend's death was her fault; Kyle tries to stay strong and Max finds himself jealous that Sean is there for Liz when he can't be. Liz makes an accusation that could ultimately crush her relationship with not only Max, but the entire pod squad.

Max visits Liz from the future to persuade her to break up with him, which could result in the world being saved.

Liz has a premonition where she, Max, Michael and Isabel are all viciously murdered. Thinking that this event will take place in two weeks the group decide they must leave Roswell one by one right after graduation to save themselves and everyone they love. They find out only too late that their deaths, in actual fact, occur during graduation (which they are all attending at the time of realization).

The prom is approaching fast and our Roswellian friends are extremely excited, each looking forward to it for different reasons. Liz is going to ask Max to go with her, but her night ends very differently to the way she hoped it would. Maria wants Michael to go with her, but suspects he's having an affair. Kyle finally decides to tell Tess how he feels about her, only to discover that he was confused about his own feelings. Isabel finally 'sees' Alex.

Eric, an old frat friend of Jesse's and an investigative reporter, comes to Roswell, needing a big story to save his job, eventually settling on Isabel, Max, and Michael as "the Roswell Aliens".

Dr. Horrible is an aspiring super-villain with a plan for world domination. He also has a crush on Penny, a girl he met at the laundromat. There, he accidentally makes her meet his arch nemesis Captain Hammer whom she falls in love with.

Penny seems to be smitten with Captain Hammer who's true nature begins to reveal itself: He might not be as into doing good for the right reasons but more for selfish ones. Dr. Horrible decides that he must get rid of Captain Hammer.

Dr. Horrible invents a death ray which he plans to use on the superhero at the unveiling of a new Captain Hammer statue. Penny is torn between the hero and the villain, realizing that she may have feelings for Horrible.