Jen arrives at Sam's to find her parents fighting as usual. She assumes the argument is all her mother's fault. Lindsay accuses Sam of trying to turn Jen against her, but Sam won't hear it. Will shows up after he has figured out that it was Jen in his bed. The family fights over who Jen will stay with, but when they leave it up to Jen, she picks Sam's. Jen and Will go back to his apartment and he tells Jen she needs to apologize to Jess. Back at Sam's he comes to the realization that Colin must be blackmailing Lindsay, and that is where the money from Asa went. Lindsay plays dumb, but Sam warns her the truth will come out, and Jen and Will are the ones who will be hurt the most.

Nora and Max fight over his protecting her. She demands to know why Asa has ordered Max to be her bodyguard. She knows there has to be a reason more than just Lindsay's involvement with Clint and Bo. Max is called away, but tells her to stay put until he gets back. Nora calls Colin to tell him she will be late. As soon as she hangs up, Lindsay knocks at the door. When Nora opens, Lindsay accuses her of trying to seduce Colin to get him to admit her involvement in the kidnapping.

Blair is ecstatic when Todd gives her the copy of the Bible page proving Skye's paternity. She can't wait to decide how to use it. Blair and Todd connect for a passionate kiss. Just as Blair moves in for another, the phone rings. Blair wants to let it ring, but Todd insists she answer. Starr's teacher is on the phone and wants them to come to the school right away. When they arrive they learn that Starr caught her teacher having an affair and is blackmailing him for an "A" in the class. Blair is horrified, but Todd encourages his daughter. In a fit, Blair yells at Todd for his behavior and announces she can't believe she almost made love to him. She leaves Todd looking sad after she informs him the wedding is off.

John forces Skye to mend fences with Rae if she wants his help finding out who shot Max. Privately, John asks Rae if she can divulge information from Todd's therapy sessions, but she refuses. Then the three of them formulate a plan to get Todd and Blair to turn on each other...

Nora's House

Lindsay shows up as Nora is getting ready to visit Colin, insisting that she wants to warn Nora against going to see him since he's become psychotic. She's not the person that Nora really thinks she is, she says, while Nora has a flashback to another time. She realizes that Lindsay was present at Colin's last time she was there because she's using the exact same words that Nora used. Lindsay is trapped and admits that she was really visiting Colin to warn him to leave her sister alone. Nora finds it fascinating that Lindsay must have been hiding in a closet but Lindsay quickly says that she didn't want Nora to get the wrong idea. Colin will say whatever he thinks Nora wants to hear if he can get her to bed, Lindsay informs Nora, but she can prove that he is dangerous. Just then Max arrives and Lindsay is surprised that the two appear to have a date. Max wants to see Lindsay alone - he warns her to stay away from Asa or she could get hurt or sent off to prison. She tells him that Nora will get hurt first if she insists on being alone with Colin. She proceeds to fill him in on Colin's shrine. Colin will be awfully upset if he finds out what Nora is up to.

Colin's House

Colin gets the house ready for Nora's visit...candles, music, champagne. He has a daydream of a romantic evening until Nora arrives. He hands her a glass of champagne as she listens to her favorite song. He begins to kiss her while she looks around, wide-eyed.

Palace Hotel-Bar and Blair's Room

Blair tells Todd she's calling the wedding off and throws her ring at him. She's totally disgusted over Starr's blackmailing of her teacher and Todd's actions/reactions over the whole thing. He warns her she'll be sorry and runs out. Downstairs, Skye has been fitted with a wire as has John so that they can try to get confessions from Blair and/or Todd. They wish each other luck and John dashes off to see Blair. He passes Todd on his way down to the bar. Todd storms in and Skye immediately strikes up a conversation as does John with Blair. They both try to trap their ‘victims' into admitting their roles in Max's shooting. Todd wises up rather quickly to the fact that Skye has a wire and runs back to Blair's room when he realizes that John is upstairs. Blair seems about to spill when Todd flies back into the room and informs her on what John and Skye have been up to. She demands that John leave and Todd tells her she has to figure out who has her best interests at heart. They have a talk and Todd tells her that they should have something better than happiness and once they get married, they'll be able to get even.

Police Station

In his office, Bo warns Roseanne that he will be keeping an eye on her, that she has one more chance and that charges will be brought against her next time. Roseanne begs to keep her job and swears she has learned her lesson about relaying messages. He orders her to study again the police codes and regulations. Once back at her desk, Roseanne spies a duffle bag with her clothes...Sophia gleefully tells her she's been moved from the carriage house. When Antonio wanders by, Rosie tries to plead her case to him but he's not interested. Hank looks on with interest as he stops by to see Bo. The commish sadly tells him that he's been unable to find Melanie and has searched everywhere. He can't wait for her to make the first move because something is going on that involves more than just them. Melanie is at an unknown location and picks up the phone to call Bo. When he answers, she hangs up. He requests a phone trace because he knows it was her calling. Out near Roseanne's desk, Sophia clues Antonio in on a suspected illegal delivery involving R.J. As other cops gather round to get the details, Roseanne listens. After everyone disperses, she hesitantly picks up the phone and calls R.J.

Police Station

John scolds Roseanne about her attitude and past behavior. Ben confronts Charlie about who ordered the hit as Asa looks on. Asa gets very upset as he watches this and goes into Bo's office. He then has a daydream involving Charlie turning him in and Ben being there to watch. John looks on at all this suspiciously, then Ben walks into the office in reality. Asa then very nervously tells Ben that the war is over and offers to help him regain his medical license. Ben appears not to believe Asa's telling the truth and leaves the office. Asa is continually taunted by Charlie, who says he knows him and all his money. Ben finds this all very interesting and tells Max that all the bad guys will get their due. Ben then leaves the station and Max tells Asa that he'll take care of everything. Max then becomes upset because he realizes he's lost the beeper he was carrying to keep Nora safe. Max then leaves the station.

Nora's house Max repeatedly warns Lindsay to stay away from Asa as well as Nora, saying he'll protect them both. Lindsay retaliates by telling Max about Colin's shrine to Nora. Max then leaves to go to Asa, forgetting all about the beeper. Lindsay finds it when Nora pages, and wrestles with her conscience about whether to help Nora. She instead goes to Colin's.

Colin's house

Nora pulls away from Colin's kiss, telling him she needs time to learn to trust him. Colin comes back with the fact that he's not sure he can trust her. He tells her that she spoke Lindsay's name in the hospital and offers to take her to the bedroom to revisit the scene where he cared for her. This prompts Nora to nervously leave his house. Lindsay then shows up to try to warn Colin that Max and Nora are setting him up, even showing him the help message on the beeper. Colin refuses to believe her.

Warehouse/Rodi's

The bust on R.J. doesn't happen thanks to Roseanne, and Sophia takes heat from the other officers for it. Antonio defends her as a crushed Roseanne looks on. Sophia and Antonio later discuss who could've tipped off R.J., as well as whether Antonio still has feelings for Roseanne. This prompts Antonio to leave the bar.

Outside the police station

Ben gets into Gina's limo, where she tells him that the hit was called off, and he is safe. She also offers to keep helping him.

Nora's house

Nora chastises Max for not being there to help her, and she tells him she's not giving up.

Nora's House

Nora excitedly tells Max that Colin came very close to giving her the information she wanted about Lindsay and that next time she will get what she needs. Max tells her there will be no next time and Nora tells him to think again. Max tells Nora about the shrine Colin has built to Nora, but when he tells Nora that Lindsay told him about it, Nora thinks it just another story Lindsay has dreamed up to get Nora off the trail.

Colin's House

Colin is holding Max's beeper and asks Lindsay where she got it. Lindsay tells Colin that it is Max Buchanan's and that Nora is the one who made the HELP call. She says that Max and Nora are working against Colin and trying to set him up. Colin says he thinks Lindsay made the call trying to interfere with him and Nora. Colin tells Lindsay to get out unless she has something else for him. Lindsay tells him that she has no more money. Colin tells her that he can't keep protecting her and of course, there is always Lanie's secret and when it comes out that Lindsay won't be the only one to pay.

University

Lanie is looking at a plaque dedicated to the memory of her father and hears his voice in her head begging her to help him and her own voice replying "I will. I will, Daddy." She turns and looks up to see Bo.

Police Station

John tells Rae that he and Skye almost broke Blair and Todd. Rae is upset that he used Skye to try to trap Todd, but John told her Skye was never in danger and that she found out that jealousy was Todd's weakness. John told Rae that Skye played it really smart, asking all the right questions and saying all the right things and that she must have gotten that from her mother. Rae asked John if the meant he didn't hate her(Skye) as much.

Palace Hotel Restaurant

Skye is at the hotel about to have dinner when Blair and Todd walk in and see her. Blair is tickled to death knowing how Skye hates Rae to be the one who knows that Rae is Skye's mother. Todd tells her to take one step at a time. He reminds Blair that Skye and John tried to turn them against each other, and Blair says they couldn't have. Todd says they can't let an attack like that go unanswered and he and Blair walk into the restaurant.

Palace Hotel Bar

Sophia runs into Roseanne at the bar and tells her it must have been really hard seeing Sophia and Antonio at Rodi's and that if it is going to hurt so badly that maybe Roseanne should just stop following him around. Roseanne says that a bunch of cops hanging out is not a date. Sophia points out that since Antonio is over Roseanne, things will be different.

Police Station

John and Rae discuss Skye and all the reasons she is the way she is, beginning with the fact that Adam Chandler abandoned her when she was a very small child. Skye had never been able to put down roots or establish an identity and that Skye holds onto the Chandler name as if it was all she has. John again tells Rae how much he loves and admires the person she is. Rae says that if she let Skye know that she was her real mother it would create too many problems and issues for Skye, but that maybe she can help Skye through her current situation and possibly build some kind of relationship with her daughter.

Palace Hotel Restaurant

Blair and Todd sit at the table next to Skye's pretending they don't see her. Blair starts going on about how she can't take anymore and how she came very close to telling John Sykes everything. Todd tells her she is holding all the cards and that Skye is suffering just the way Blair wanted her to, but Blair says she can't continue to live all the lies and that she has to go to the police and tell them everything. Skye jumps up and tells Blair that if Blair has anything to tell that she had better tell Skye.

University

Lanie tells Bo that she is not surprised to see him since, after all, he is the police commissioner. Bo explains that the cop in him didn't find her, but that he remembered how she always smiled when she spoke of her father taking her to his alma mater's football games and he figured she might come there when she was in trouble. Lanie tells him he knows her better than anyone else ever has. Bo said he interpreted from her note that she was having trouble facing something and that she needed him. He says he is not leaving without her. Lanie turns away and tells Bo that she has applied for a position at a University hospital up north and that she is leaving. Bo asks her if it is really that hard to look him straight in the eye and tell him that she wont go home with him. Bo looks at the plaque honoring Lanie's father and says he must have been a hero. Lanie starts talking about her father and describing how her father always made everyone feel protected and safe while she was remembering sitting next to her father while he was on his death bed begging her to help him because it hurt so much. She told Bo that her father wanted to be remembered as the big, healthy football player who was always in control. Bo says he understands that Lanie loved her father very much because of the way he feels about Asa. Lanie asks him if he isn't going to ask her why she left, what it is that she hasn't been able to tell him. Bo asks her if she is going to tell him.

Colin's House

Lindsay and Colin are still discussing Lanie's secret. Lindsay says she will find out what the secret is whether Colin tells her or not. She tells Colin that there isn't anymore money and asks when he is going to stop torturing her. Colin says he will stop when he has everything he wants.

Nora's House

Max tells Nora that just because Colin loves her does not mean that he won't hurt her. He tells her he is speaking from personal experience because he loved two women and that they felt betrayed and one of them shot him in the back.

Palace Hotel Restaurant

Skye demands to know what Blair and Todd are talking about and asks what kind of sick monster would make her pay for something she didn't do. She and Todd get into a shoving match and Blair breaks them up and says she will tell Skye the "truth". Blair says that the person who shot Max was the Cummings woman. Skye does not believe them and asks if there is one shred of evidence against Rae Cummings. Blair says that there is.

Police Station

Rae tells John about the fantasies that she used to have about finding her daughter. John promises to do everything he can to try to like the woman (meaning Skye). Rae asks him to just help Skye get out of trouble. Antonio tells John that Sophia's contact about the warehouse bust says there is something going down. Antonio asks Sykes to let him and Sophia partner up to investigate because he wants to see R. J. get busted, but John says that since the last lead went nowhere there was nothing for Antonio and Sophia to work on.

Palace Hotel Bar

Roseanne tells Sophia that if she has lost Antonio it is because of what she has done not because he wants Sophia. Sophia says that it means Antonio is finally free of Roseanne and that he realizes that the kind of friendship he and Sophia have always had is more important than a roll in the sack. Roseanne says that Antonio will never feel about Sophia what he felt about her. Sophia tells Roseanne that Antonio said he felt smothered by Roseanne and that he would never feel that way about Sophia because where she and Antonio were going was real. Sophia walks out leaving Roseanne in tears.

University

Lanie asks Bo if he really wants to know the answer to what she was hiding. Bo says he wants to know everything about her. She asks him why he won't pull the answer out of her. Bo tell her that he loves and trusts her and that he will just have to wait until she is ready to tell him. The security guard comes in and tells them that the building is closing and that they will have to leave. Bo identifies himself as the police commissioner from Llanview and says that Lanie is wanted on a "422" and that he is taking her into custody. When Lanie asks Bo what a "422" is he takes her into his arms and kisses her.

Colin's House

Colin tells Lindsay that unless she has $50K their business is over. Lindsay tells Colin that Nora is using him and that when she is done she will put Colin out like the garbage he is. Colin throws Lindsay out and goes back into the house and picks up the wineglass with Nora's lipstick print on it. He remembers what it was like kissing Nora and says "You do care about me don't you Nora? You have to care. I need you to."

Nora's House

Nora tells Max that she is going to go to sleep and that he cannot stay at her house. She promises him that she will not make a move without telling him first and makes him leave. The minute Max leaves, Nora's telephone rings. Nora lets the machine pick up and hears Colin's voice telling her what a wonderful time he had and that it was just the beginning for them. Colin says that whatever he does, he will be thinking of her. Nora sits down on the couch and gets the chills.

Palace Hotel Restaurant

Skye asks what proof Todd and Blair have that Rae Cummings shot Max. Blair reminds Skye that she saw Rae outside the mansion and that Rae was there because she and Max had a huge fight. Skye asks about what. Blair explains that Rae found out that Max was not her child, but that he knew who her child was and refused to tell Rae and that he tried to throw Rae out, but that Rae took one of Asa's guns and shot Max in the back. Skye asked how Blair knew that unless she saw it. Blair said she didn't see it but that Starr did. Todd said that was the reason they had not said anything because they did not want to drag Starr into it. Blair tells Skye that Starr said she saw the "spikey-haired" lady shoot Max in the back. Blair tells Skye that it is Rae who has let Skye rot in jail all this time. Skye actually looks as if she believes Blair and Todd and just then, Rae and John walk into the restaurant.

Nora's House

Nora is having a nightmare that Colin tells her he will tell her everything Lindsay had to do with the drug that took away Nora's memory if she will make love to him. She wakes up saying "No!"

Palace Hotel Bar

Colin goes to the bar for a glass of wine and sees Roseanne. She asks for another drink and the bartender tells her she has to give him her keys. She tells him that her car has been repossessed and asks again for the drink. Colin tells the bartender that her drink is on him and Roseanne says Colin is not paying for her drink. Colin says it is just a friendly gesture and Roseanne says they are not friends. Colin says they could be.

University

Lanie tells Bo that she wants to tell him her secret, but that she is scared. Bo tells her to give it time. He and Lanie leave to go somewhere they can talk.

Palace Hotel Restaurant

Rae asks John if they can ask Skye to join them for dinner. Skye walks up to Rae and tells her she knows it was Rae that shot Max and that she despises her. Skye turns to John and tells him that Rae Cummings shot Max. Blair and Todd are in the background looking very smug and pleased with themselves.