Brad wonders if Carly's glamour is aimed at him or at Jack, and Carly counters by asking why Brad really invited her to the party. Meanwhile, Jack assures Katie that the kids are settling down, they'll be able to have more time together. At the party, Jack warns Carly about Brad, which pleases her, as Katie reams Brad out for bringing Carly. Katie makes it clear to Carly that Jack is with her. Seeing how close Jack and Katie are, Carly tells Brad she'll go out with him again. Jade accuses Cleo of setting her up and reveals that she was the one who brought Cleo to town. Dallas wants the proof and Jade confesses to the look-alike scheme, and demands Cleo's diary. Jade begs Luke to talk to Will and Gwen – persuade them to read the diary, as Dallas arrests her. Meanwhile, Cleo misdirects Gwen and Will, giving her time to dispose of the diary. Cleo is about to get rid of the torn up pages from her diary when she hears Will and Gwen returning. She tosses the trash bags out the window and then makes an excuse to get out of the house. Cleo takes out the trash, and Luke watches from the shadows. Maddie catches Noah up about Jade, and he shares his difficulties about going to Northwestern. He invites Maddie to visit him, but Maddie pulls back remembering her rape in Chicago. Noah backs off but Maddie insists that it's not him.
Craig gets Meg to come back to the house, and is surprised to find Barbara waiting for her. Barbara blames Meg for what happened to Paul. Barbara prays for Paul to come back and Meg throws her locket into the water. Emily asks why Dusty kissed her. He responds that he kissed her because he wanted her to know how he feels about her. Dusty thinks Emily doesn't feel she deserves love, and says he doesn't want them thinking about the past. Aaron brings Alison flowers. When Aaron goes to wash his hands, Elwood persists in talking about Alison's videos. After Aaron presses, Alison says she will tell him about her past. After confides in Aaron about the porn and the drugs, Alison asks what that means for the two of them, and thinks Aaron has rejected her. Carly tells Brad she knows he has a thing for Katie, and Jack admits to Katie he was bothered by Brad and Carly showing up at the party together. Jack insists that he won't let Carly or Brad ruin what he and Katie have together. Carly points out to Brad that they can use each other to get what they want. Katie tells Jack that Carly is plotting to get him back.
Emily marvels in the fact, that despite their contentious past, she and Dusty are kissing. She tells Dusty she has to go to meet her mother and the two leave arm in arm. Emily arrives at Al's Diner to meet Susan and both women apologize for their early fight about Emily's prostitution and Alison's porn career. Susan continues on and asks Emily to forgive her for her years of drinking and she knows that it made their lives more difficult. Emily tells her mom about Dusty and how she is relieved that Dusty knows her past and accepts her for who she is; flaws and all. Emily admits to Susan that she is happy. After her meeting with her mom, Emily goes downtown and runs into Dusty and tells him for the first time in a long time she is optimistic about the future. She invites Dusty to brunch with her family and he accepts knowing this time he and Emily won't be faking their relationship.
Aaron follows Alison to her home and demands to see her. He wants to talk to her about his reaction to learning that after they broke up she became an actress in adult films and a drug addict. Alison tells Aaron to leave because she is no longer the innocent Alison he fell in love with when they were young. After pleading with her to speak to him, Alison agrees and opens the door. Aaron admits he was shocked to learn about what happened after they broke up, but tries to convince her that he can move past it and that he holds himself partially responsible for Alison's spiral into drug addiction and pornography. Alison explains to Aaron that crystal meth was her escape from the pain of their break-up, but now she is trying to get over her addiction. He tells her he is sticking around to remind her that she is a great person and that he still loves her. He asks her if she can still love him and after a short delay she admits she wants another chance and clean start with him. Alison acknowledges she hasn't told him everything, but Aaron confuses her statement to mean she isn't ready to say she loves him. Alison however has a flash back of her steamy night with Dusty in Las Vegas. Aaron asks her if she has told him everything and Alison pauses and says yes she has except that she loves him and the two kiss.
In a hotel room at the Lakeview, Henry gets an invigorating, yet painful, taste of Vienna's massage techniques. Vienna tells Henry she is ready to use her special massage system as the cornerstone of their new full service spa business. At the end of the massage Henry is in pain and Vienna realizes she needs more practice before they can open a business. When Henry goes down to the hotel's steam room, Vienna finds a bell boy and takes him up to the room for one of her massages. Henry overhears the bell boy in ecstasy over Vienna's massage and bursts into the room and confronts Vienna. She quickly reassures him she was just practicing and he agrees to get over his jealousy so they can start their business.
Katie tells Jack that she is concerned now that Carly has her eyes set on him she will do anything to get him back. Jack reassures Katie that he wants to be with just her and will not go back to Carly. Katie is convinced that Carly will use every trick in the book to lure Jack back. Katie brings up Carly's devious past and Jack reminds her that he wants no part of that anymore and it isn't up to Carly it is his decision.
Carly and Brad arrive at the Lakeview for Carly's meeting with Lily, but before they meet up with her Brad questions Carly's motivation for going by WOAK earlier and running into Jack. Carly reassures Brad that she had no ulterior motive for going by the station. As Carly turns to leave, Brad catches sight of Lily coming in and plants a kiss on Carly. Lily calls to the two and then tells Carly that kissing Brad is not the way to get Jack back. Lily quickly figures out Carly's plan and asks her and Brad if being a pretend couple is working on getting Jack jealous. Brad lets on to Lily that he is part of a plan and when Lily leaves to speak to Lisa, Carly yells at Brad for kissing her and telling Lily about their plan to make Jack jealous. Carly convinces Brad to let her be in charge of the plan from now on.
As Carly awaits Lily's return, Katie walks in and confronts Carly about her relationship with Brad. She harps on the fact that the last time she was with Brad she was married to three men in one year. Katie continues on about the lack of Brad's appeal and his short attention span and wonders why Carly would chose Brad if not to make Jack jealous. Carly laughs off Katie's suggestion and flatters Katie about her blossoming relationship with Jack, but Katie tells her she isn't buying into Carly's little game. She tells her she knows she is using Brad to get to Jack, but Carly denies the allegation. Katie tells Carly to stop her scheming and leaves when Lily returns for her meeting with Carly. With Katie gone, Carly admits to Lily that she was right and even Katie caught onto what she was doing. Lily explains to Carly that she needs to be realistic about her chances with Jack and that Katie is a real factor in Jack's future. Carly is convinced that she can outwit Katie to get Jack back.
Jack and Brad return to the farm where Jack quizzes Brad about what is going on with him and Carly. Jack accuses Brad of being jealous of his relationship with Katie and working with Carly to break them up so he can have his shot with her. Katie arrives soon afterwards with fireworks tickets for the kids for later in the night and Jack takes the opportunity to take Katie skinny dipping.
The kids arrive in Branson, and Cleo's frustrated when Gwen and Will don't want her bunking with them. Gwen rehearses, and Cleo cozies up to Will. Andy Williams praises Gwen. Meanwhile, Noah and Maddie continue to grow closer. Cleo and Will spend the day together while Gwen's busy prepping. Maddie admits she doesn't know where she stands with Casey anymore, as Noah's father arrives, not making Noah happy. Luke tries to persuade Dallas to get a search warrant and go after whatever Cleo dumped in the trash. Luke tells Lily that Jade was arrested, and begs her to help. Lily will pay her bail and hire an attorney. Jade persuades the garbage man to give back the garbage, and they find the torn up pages from Cleo's diary. Luke and Jade have pieced together enough of the diary to convince Luke that Jade was right – Cleo set her up and is a danger to Will and Gwen. When they can't reach them by phone, Jade insists that they have to go to Branson to warn them.
Dusty and Emily, Alison and Aaron are having lunch with Susan at the Lakeview. Alison mentions that Aaron's trying to get a job there as a bartender, with Dusty's help. As they talk, Lance, the porno producer, walks in and sees them, but they don't see him. The women go to the powder room together, and Dusty tells Aaron he's glad he's getting back with Alison. Susan tells Emily and Alison that she's happy they're both doing so much better, and she says she must have done something right to make them want to take care of one another like they have. Susan leaves to go to the hospital to check on a patient, and Alison and Aaron leave to go back to Susan's place, while Dusty and Emily stay and discuss the luncheon. Emily tells Dusty she's afraid she'll ruin their relationship before it really gets off the ground, but Dusty says he's nervous about the relationship, too. He says trusting anyone is major for him, but she's worth it. Emily says she's ready to see where this takes them, and they already have her mom's approval, for which Dusty says he deserves a reward. When Emily asks what he's angling for, he says, "Something we've never done before," and they kiss.
Back at Susan's, Susan walks in on Aaron and Ali kissing and says it brings back memories from their high school days. She leaves to go back to the hospital, and Aaron says they should rent movies and eat popcorn like they used to do in high school, so he leaves to go to the video store. On his way out of the store, he runs into his dad; Holden expresses concern that Aaron and Alison are getting back together, because all of her life, Alison has lied to Aaron. Aaron insists that Alison isn't lying to him any more, and he leaves to go back to Susan's.
As soon as Aaron has walked out of Susan's house to go to the video store, Lance shows up, and he forces his way in past Alison and tells her he can't forget her because she has scarred him for life, on his cheek, and now the "other girls" don't trust him. He tells Alison he needs her to go back to Vegas with him so the other girls will work with him again, and he says she owes him one more movie. Alison says Lance has nothing to hold over her head now, because everyone in her life knows everything that happened to her, but Lance says he doubts they know every detail. As Alison tries to call the police, Lance grabs her, but Aaron walks in at that moment and knocks Lance out with a punch.
In Branson, Missouri, Noah is having lunch unexpectedly with his dad, who says he's upset that Noah didn't let him know he'd be in the area. He tells Noah that what he's doing, as an intern for WOAK, isn't really work, and he has decided not to pay for Noah's tuition at Northwestern because he doesn't think the entertainment industry is the type of career Noah should have. He says everyone in their family has enlisted in the military for generations past, and he tells Noah to enlist in the Army, saying maybe they can "make a man out of you," and they'll talk about college after he's served there.
At the hotel, Maddie tries to call Casey but is told that Casey has asked to have her calls blocked. Stunned, Maddie dissolves into tears, and Noah walks in and finds her upset. She tells him what's happened, and Noah takes out his anger at his dad on Casey, saying he has no right to try to run her life and not respect what she wants to do. Maddie realizes something's bothering Noah, too, and he decides the best thing to do is go out and blow off some steam at the water park. They have fun there, then return to the hotel, where Maddie showers and then finds Noah still obviously upset. Noah tells her about his dad's insistence that he join the Army and his disgust with the entertainment industry, likening it to Casey's attempts to control Maddie's life for her by cutting her off from talking to him. He tells her he feels like the bottom has just fallen out of his future. In their mutual sympathy, they hug, and then they kiss, and then they fall into bed together.
Will calls Gwen from Silver Dollar City, an attraction in Branson, and finds out that she might have time before the show, so he says they'll head back to the hotel. However, when they get there, they find that Gwen has a pre-show reception she didn't know about previously. Gwen tries to convince Will to go to the reception with her, but he says he'll skip that and just be there for the show itself. He and Cleo leave to see some more sites, and Cleo takes Will to a wooded area, where she finds a bench for them to sit on and talk. Cleo is still carrying the gnome that Will bought for her, and she says she wants to name it Bashful, then she suddenly kisses Will, who pushes her away. Cleo tells him, "It's okay, because I love you!" Will is shocked and disgusted, saying he loves Gwen, but Cleo says Gwen doesn't make him happy, while she does. She says it's like pistachio ice cream mixed with sprinkles, and Will says, "That's what Jade said you wrote in your diary!" Cleo says she made sure Jade would be arrested and have to go to prison, to keep her out of Will's life, and Will realizes that means Cleo's the one who ran him off the road. When he tells her she could have killed him, she says she's a good driver and made sure he was okay before she left the accident scene. Will says he'll go to the cops and have Cleo arrested, saying she's nothing to him and never will be, but Cleo runs up behind him as he leaves and knocks him out with a blow to the head, using the gnome as her weapon.
Luke and Jade arrive in Branson but don't have a working cell phone between them (Jade left hers at the Snyder farm, and Luke's battery needs to be recharged). They wander around trying to find out where Gwen might be and then see a poster advertising her appearance at Andy Williams' Moon River Theater, so they go there. When they get there, they don't find Gwen or Will, so Jade sends Luke to the hotel to see if they're there. After Luke leaves, Gwen walks in, and Jade tries to convince her that Will might be in danger from Cleo. Meanwhile, Luke bursts into what he thinks is Will and Gwen's room at the hotel, only to find Noah and Maddie in bed together.
