At Nora's, Sam attempts to convince Nora to back off her plan at seducing Colin. Nora refuses, stating she is thisclose to getting Colin to implicate Lindsay. When Sam insists on getting involved, she claims it would be too damaging to his family if he were the one to bring Lindsay's deceit to light. He finally agrees, recalling that Nora is never one to back down from her convictions. Sam leaves when Jessica arrives for some advice from her "aunt" Nora about how to deal with Will and Lindsay's relationship. Nora tells Jess no matter how much she sees Lindsay manipulating Will, it isn't her place to get between them. Her best advice is to just be there for Will his mother's house of lies comes crumbling down.

Meanwhile, Will walks into Colin's room, just in time to see him worshiping his shrine to Nora. Will attacks him, punching him the face and then grabs the phone to call the police. Colin stops him by announcing that Lindsay was the one who gave Nora the drug. Will strongly denies it, but Colin points out the cold hard facts: she wanted Bo so desperately, she would do anything. She thought by kidnapping Nora, there would be a clear path straight to Bo. "She did it. She went crazy. You don't wanna see it, but there's no denying the truth when it's staring you in the face. She did it Will. Your mom's as guilty as sin." Even as Will tries to defend his mother, he realizes the truth when Colin shows him a copy of $200,000 check she gave him as blackmail money.

Although Jen is furious with her mother for the "affair" with Colin, Jen finally melts when Lindsay's states there isn't anything that she wouldn't forgive Jen for. At she is showing off her art to Jen, Sam arrives at the gallery. The ex-married couple start to bicker at first, but then seeing it is upsetting Jen, they ease up and begin to plan a family evening—that is until Will walks in the door...

Todd demands that Kevin and Kelly tell him where Blair is. Kevin informs Todd that Blair is having second thought about the marriage and wanted to get away from him to think things through. Todd figures that Blair is upstairs and stands just outside the door, listening in on Max and Blair. Max tries his best at seducing Blair, claiming he is still in love with her and that he made a horrible mistake by letting her go. "Just tell me what you want me to do to prove my love," Max begs her. Todd has heard enough and busts up Max's attempt. Blair defends her and Todd's relationship and they storm off together. Todd accuses her of letting Max get to her, but she strongly denies it. Upstairs, the real, smirking Max comes out and he chalks one up for himself. Although Kelly doesn't notice, Kevin sees Max for who he really is.

As the Rappaports get ready to spend a rare evening together, Will storms in and glares at his mother. She urges the other two to go on ahead so that she can chat with her son. At first she thinks that Will wants to speak to her about money he must pay to Colin and she assures him that she is about to sell a sculpture for big money. He is quietly enraged as he drops the art piece on the floor. He's on to her and knows it all, he tells her. Lindsay begins her standard claim that Colin is lying but Will informs her of the photocopied check he saw. She finally admits to knowing that Nora was alive while everyone was frantically searching for her. Will accuses her of being a monster while she tries to blame Colin for it all. Will realizes that she did it all for Bo who didn't even want her though Lindsay thinks otherwise, saying she'd have him now if it wasn't for Lanie. She attempts to compare her crimes with Will's who doesn't want to even hear it. She claims her actions were due to her losing her baby and compares that to Jess. Will does not want to hear Lindsay ever utter Jess' name again. He believes that all she has ever done is hurt everyone and doesn't want her anywhere near him. He's not sure yet whether he'll turn her in.

The contact is not showing up for the supposed meeting with Ben and Gina. She thinks that Ben is frightened of her feelings for him, while he is only getting annoyed that no one has showed up for their meeting. He storms out, only to be seen by Asa and Nigel, who are surveying the area for future buildings. Asa immediately thinks that he has caught Ben cheating on Viki and hastens to her place to tell her.

Jackie stops by to tell Viki that while he and Harry are looking for Ben, he wants her to know that Gina is not over her former boyfriend, though he assures her that Gina doesn't have a chance. Soon after, Asa arrives to shout out his news but Viki tells him she already knows where Ben is. Ben in turn arrives with Gina and begins a tremendous shouting match with Asa, who attempts to remove Viki which infuriates Ben even further. She finally manages to get the men apart and calls Bo for help. Gina wonders who Asa is and Ben tells her he's nothing. Gina will arrange another meeting and be in touch with Ben. Viki is quite suspicious of her and admits to her husband that she trusts him but it's Gina she doubts. Ben also realizes that Gina still loves him but he'll deal with her.

Roseanne pays R.J. a visit to let him know that she no longer wants to work for him because she can't betray Antonio any more. R.J. refuses to accept her "resignation" and threatens to expose her deed to Antonio. Just then, Antonio and Sophia arrive to let R.J. know they're on to him where the truck hijackings are concerned. They mention his various violations at Break Bar but acknowledge that they'll overlook those with some information. R.J. taunts them with the previous bad stakeout they had and suggests there's a leak in the police department. Roseanne hides herself while the police officers are there. Once they leave, R.J. again gives her a veiled threat, so she accepts his payment for his silence and services rendered. The next visitor is Lindsay who complains to R.J. about Colin and tells R.J. he'll have to take care of him for her.

Lanie is moving in with Bo. He receives a phone call from Viki and dashes off to help out. Colin stops by to see his ex-wife and says he wants to know about what Bo did when he found out that Lanie killed her father. He determines that he hasn't been told and blackmails Lanie further for his keeping quiet. Ben is threatening Asa as Bo arrives at Llanfair and he succeeds in removing his father from the scene. They return to Bo's place so that Lanie can check Asa out. Bo wants him to spend the night so that he can keep an eye on him. He doesn't understand why Asa thinks that Ben will ruin his family and thinks Asa is scared of him for some unknown reason. Asa agrees to this and predicts that something bad will happen.

Sam and Jen await the arrival of Lindsay and Will. Jen thinks that Lindsay loves Will better but Sam assures her that it's only because they became close when Will had to take over duties as man of the house. She blames herself for their divorce but her dad reassures her that it wasn't her fault, it had nothing to do with the kids and he'll always be there for her and Will.

Will sits alone in the park mulling over his past conversations with his mother and his uncle.

Colin's House

Colin comes home to find his house trashed by a very hostile R.J. Colin tries to defend himself against R.J.'s threats by reminding him of the letters incriminating R.J. and Lindsay that will go out in the event of Colin's death. R.J. doesn't take him very seriously until Colin mentions that he knows Roseanne is R.J.'s police station spy. Although R.J. is visibly shaken by this, he makes a few more threats, then leaves.

Lindsay's gallery

Sam questions Lindsay as to why she and Will didn't meet them for dinner. Lindsay just says Will wanted to talk. She then leaves for Will's apartment.

Jess and Will's apartment

Jess apologizes to Will for doubting his mother, as Will battles his conscience as to the information he discovered on Lindsay. Lindsay then shows up and Jess steps outside. Will is naturally very upset, and becomes even more upset as Lindsay puts the blame on everyone from Sam to Nora. Will tells her he feels bad for telling Sam to back off her. However, he says he won't turn her in as long as she stops hurting people. Lindsay is so relieved by this that she tries to hug Will. Will moves aside and Lindsay becomes very emotional, saying that losing Will's love is the worst punishment of all.

Outside Will and Jess's

Jenn comes up and has a nasty confrontation with Jess because Jess won't let her interrupt Will and Lindsay. Jenn then knocks on the door and Will tells her he's having a private conversation with Lindsay. Jenn then leaves in a huff and Jess goes back inside. Will doesn't tell her about the conversation with Lindsay and she appears confused. We then see Jenn go downstairs and invite Cristian to a party.

Skye's hotel room

Max reassures Skye about the plan to nail Blair and Todd as he tells her he's seducing Blair just for her. Skye says she doesn't love him anymore and doesn't care who he sees.

Blair's hotel room

Todd and Blair exchange gifts and Blair reassures him that she's all his. He then leaves and Kelly shows up. Kelly tells Blair she will be there for her even if she marries Todd. Kelly leaves, then Max shows up. Max then tries to coax Blair into bed.

Sam's party for Todd

Sam compliments Todd on the changes he's made and Todd goes over to thank Rae for her help. Rae lashes out at him about breaking into her home and for implicating her in Max's shooting. She tells him to find another therapist. Then, as Todd is about to go get Blair, Skye distracts him and Sam tells him to be patient. Skye then leaves a note for Todd with the waiter. Jenn and Cristian walk in to a stunned Will and Jess.

Break Bar

Antonio tells Roseanne they can start over. They are doing well until R.J. confronts her about telling of her spy job to Colin.

Lindsay's Art Gallery

Lindsay is looking at various pieces of cheap art to donate to charity when "Conscience Nora" shows up and tells Lindsay that she promised Will she would turn over a new leaf. Lindsay is yelling at "Conscience Nora" when Colin comes in and tells Lindsay she's lost her mind. Lindsay attacks Colin shouting "I hate you, I hate you."

R.J.'s Bar

R.J. accuses Roseanne of telling Colin that she is his pipeline at Llanview PD. Roseanne denies that she told Colin, saying she was drunk and that Colin got her drunker, but she did not tell him that she was R.J.'s mole. Antonio comes in and after R.J. says Roseanne is not a lady and nearly tells Antonio about Roseanne sleeping with Colin, Antonio looks at Roseanne and asks if she wants to tell him what is going on.

Palace Hotel

Will and Jess meet Cristian and Jen and Will asks Cristian what they are doing there. Cristian tells Will that they are there for Blair and Todd's rehearsal dinner. Will asks Cristian why he is there with Jen and during the conversation reveals that Jen is his sister, which Cristian obviously didn't know.

With Skye standing in the background, Sam is talking to Todd and tells him that everyone there is wishing Todd well. Todd says he wishes it were just himself, Blair, their daughter Starr, Viki and his "coach", meaning Sam. A waiter brings Todd a note that says "If you are wondering where the lovely bride-to-be is, check her room. She is making it with Max." Todd crumples the note and behind him Skye is smiling wickedly.

Blair's Room

Max is slowly backing Blair against a wall trying to talk her into letting him make love to her. Blair tells Max that she is marrying Todd Manning the next day, but Max continues to pursue her. He tells Blair how incredibly beautiful she is and that he wishes he had told her all those things earlier and maybe she wouldn't be marrying Todd. Blair continues to try to avoid Max, but he begins to wear her down and it is obvious that she is still physically attracted to him. Blair says it is too late for them, but Max tells her to prove it by making love with him and then decide if it is too late.

R.J.'s Bar

Roseanne says she doesn't want any fighting or any trouble and tells Antonio that she was just discussing some "personal stuff" with R.J. and that she is fine. Antonio says that no one is fine when R.J. is around, and that he would like to know what is going on between Roseanne and R.J. R.J. starts to interrupt, but Antonio tells him that it is none of his business so R.J. says they should leave that up to Roseanne. Roseanne is telling Antonio that everything is ok and she is fine when Antonio's phone starts ringing. Roseanne tells him to take the call and that she will be ok. When Antonio leaves R.J. and Roseanne argue over her getting involved with Colin. R.J. tells Roseanne he is going to make sure she has nothing to do with Antonio Vega, but Roseanne tells R.J. that she has another chance with Antonio and the R.J. is not going to do anything to mess that up.

Lindsay's Gallery

Lindsay is still attacking Colin and he is holding her off. Lindsay tells Colin that someday she will get her chance to get even with him. She tells him that since he told Jen about their affair and told Will about her involvement in Nora's kidnapping, he has taken her children away from her and that they are the only things that mean anything to her. Colin tells Lindsay that she is giving him too much credit that all he did was open Will's eyes and that Lindsay was the one responsible for what Will saw. "Conscience Nora" returns and says she has to agree with Colin on that one. Once again Lindsay loses it and starts shouting at "Conscience Nora" in front of Colin that she is going to "show "Conscience Nora" that she can't torture her anymore" and Colin asks her what exactly she was showing him. Lindsay says that she has nothing else to lose, but Colin assures her that she could not be anymore wrong about that.

Palace Hotel

Cristian asks Jen why she didn't tell him she was Will's sister and she says she liked it better being a woman of mystery. Will asks Cristian if he is going to leave and Cristian says he is still Jen's date and that if she wants him to leave he will and turns to Jen. Jen says that it would really be incredibly weird if they stayed, so why not stay, and they walked into the party.

Kevin and Kelly stop to speak to Viki, Ben and Sam. As they walk away, Kelly tells Kevin that she has a funny feeling that before the evening is over that Blair will need her.

Todd is pacing and Skye is watching him as he tosses the note down and heads for the door. He runs into Viki, Ben and Sam, but says nothing. Ben reminds him that this is the part when he should thank Viki for coming, but Todd pushes around them and keeps going. Sam says he can't figure out what is wrong because Todd was fine a few minutes ago, then he remembers that someone brought him a note. Ben looks around and finds the crumpled note and reads it then hands it to Sam. Sam and Ben run off after Todd while Viki looks at the note.

Blair's Room

Max is still seducing Blair and she continues to tell him that it is wrong when Todd bursts through the door and attacks Max.

Buchanan Mansion

Asa imagines he sees Ben's body lying on the floor. He is obviously overwrought and says, "I told you to stay away from my son. I warned you." Then the body disappears. Asa picks up the phone and calls Renee at the Palace Hotel.

Palace Hotel

Viki is showing Rae and Renee the note that Todd received when a waiter comes up to Renee and tells her she has a phone call from Mr. Buchanan. Asa tells Renee he needs her. He says that he tried being the man she wanted, but he is still who he is. Renee says she will be right home.

Rae tells Viki she is trying to figure out who would write the note, certainly not Blair. She excuses herself and goes over to talk to Skye about the note, then Rae figures out that Skye is part of the scheme with Max. Skye asks Rae whom she thinks she is talking to her that way.

Blair's Room

Todd and Max are wrestling around and Blair is yelling for someone to help her. Ben and Sam run in and separate the two men. Ben takes Max out of the room and Max has a wicked grin on his face. Sam tells Todd he has to leave too, but Todd, looking straight at Blair, says he is staying. Blair tells Sam it's ok that she and Todd need to thrash some things out. She says she's not afraid. When Sam leaves, Todd tells Blair that she should be afraid.

Blair explains to Todd that she tried to make Max leave but that Max continued to try to seduce her. Todd tells her that she is supposed to want him and Blair tells him she does want him. Todd asks her why and Blair says it's because Todd understands her and who she is. Blair says it's not because Todd saved her when she shot Max, but because she wants to be there with Todd and that she is not afraid. She asks him to please believe her.

R.J.'s Bar

Roseanne accuses R.J. of wanting to ruin everything between she and Antonio. R.J. tells Roseanne that Antonio is using her again. Roseanne asks R.J. how he can say that with a straight face when he is using her as his spy at the police station. R.J. explains to her that theirs is a business relationship in that she gives him information and he pays her for it and that makes their arrangement "pure, simple and honest". Roseanne retaliates by stating that she is betraying the people she works with and if R.J. calls that honest, she would hate to know what he called dishonest. R.J. tells her that a man coming in the middle of the night for sex, but treats her like dirt in the light of day is dishonest. Roseanne denies that it is like that between she and Antonio, but R.J. tells her that she knows that Antonio does not love or respect her and does not care what happens to her. R.J. tells her that the only person who treats Roseanne with any respect is himself and that she should think long and hard before she does something to ruin their relationship and that Roseanne should never, ever compare him to Colin MacIver. R.J. walks away and Roseanne looks very confused and very hurt.

Lindsay's Gallery

Lindsay tells Colin that he chased her children out of her life and asks him what she has left to lose now. Colin tells her she has her freedom to lose, which is why she will do whatever Colin tells her to do. Lindsay tells Colin that they are through and Colin retaliates by saying that they will be through when he says they are through and that will be when Lindsay's suffering ceases to amuse him. Colin says that even though Lindsay tried to hit him where it hurt, it didn't work because he and Nora are still friends and that she can't ruin that because what he and Nora share is too strong and special. Lindsay questions why he thinks she is crazy, indicating that Colin is the one who is nuts.

Palace Hotel

Cristian takes a glass of wine out of Jen's hand and puts it back on the tray. When Jen objects, Cris says that it is because she is underage. Cristian and Jen discuss the fact that when she saw Will and Cris fighting, she pretended that she did not know who Will was and tried to pump Cris for the whole story about Jess, Will and Cris. Jen says that at least it had a happy ending in that Cris is so much better off without Jess and that she and Cris showed up at the party as a date and it stirred up Will and Jess.

Rae and Skye continuing talking about Skye's involvement in trying to set Blair up with Max. Rae tells Skye that love is a lesson that has to be learned and that she was never taught that which is why Skye doesn't really know how to love. Skye responds "Maybe not, but I know how to survive."

Sam and Ben escort Max back to the party. Max tells Skye that Todd interrupted him and Blair, but that Todd had seen enough to want to break it off with Blair. Just then, Todd and Blair walk in holding hands. Todd says to get the party started that it promises to be a very interesting evening.

Buchanan Mansion

Renee rushes in terrified that she would find Asa dead. Asa tells her he doesn't know how to die, but he doesn't know how to live either. Asa tells Renee that because of the dreams he has been having; he is convinced that Ben is going to kill Max. Renee tells him that he needs rest and that Ben is not going to kill Max and that Asa needs to stop brooding and to get out by taking her dancing and spoiling her. Renee tells Asa that she is there for him and Asa thanks her.

Outside the Buchanan Mansion

Gina Russo is talking on her cell phone reporting that her meeting with Ben in the motel room had not been as productive as she had planned, but that they did share a few phone numbers. She told the person on the other end to stay available as long as she told them too and that she has business to take care of.

Palace Hotel

Sam makes a toast to Todd and Blair to life and to marriage. Viki then makes a toast that marriage should be a wonderful adventure that people embark on and she hopes they forget the past and that their love for each other will deepen and that their trust in each other will grow.

Hotel Room

Max and Skye argue over who's fault it is that their scheme backfired. Max reminds Skye that if she quits now she goes to prison.

R.J.'s Bar

Roseanne tells R.J. that she will continue to help him for now and R.J. says now was all he had asked for. Antonio comes back and says he has to go see the ADA and Roseanne leaves with him. On their way out Antonio asks Roseanne what R.J. was filling her head with and she replies that it is very scary how much R.J. hates Antonio. Antonio tells her that R.J. is really going to hate him when Antonio busts him and anyone else who is helping R.J. break the law.

Lindsay's Gallery

Colin tells Lindsay that he and Nora have a very deep spiritual connection. Lindsay says that, in other words, Colin hasn't slept with Nora yet. Colin replies that he will sleep with Nora because when he wants to sleep with a woman, it happens. Lindsay tells Colin that she thinks he should just go for it with Nora and see what happens. Colin replies that he knows what will happen and Lindsay smiles and says she does too. After Colin leaves, "Conscience Nora" returns and asks Lindsay if she knows what she just set in motion. Lindsay replies that if someone messes with her they are going to have to pay for the privilege and no conscience in any shape or form is going to stop her.

Buchanan Mansion

Gina Russo walks into the room where Asa is and Asa remembers that she is the woman he saw with Ben. He asks Gina how she got into his home and Gina says that doesn't matter, just that she can and that Asa should remember that the next time he thinks about hurting Ben Davidson. Asa says he does not give a damn about Davidson one way or the other. Gina says she knows what he did to Ben before. Renee walks into the room and asks Asa what Gina is talking about and asks what he did to Ben...before.

Palace Hotel

Kelly makes a toast to the one thing that makes sense above everything else – love. Jess walks out of the room and runs into Jen. She asks Jen if the trick she pulled wasn't just a little childish. Jen said Cristian liked it and Jess asked Jen if she knew Cristian was using Jen to get to Will. Jen reminded Jess that Cristian didn't even know Jen was Will's sister until that evening so he could not very well be using her. Jen asked Jess that since she was with Will what difference it made to her what Cristian did or whom he did it with.

Todd retaliates to Kelly's toast that love is nonsense, painful and agonizing and then turns to Blair and says "Here's to the woman that I hope will agonize me forever."

Hotel Room

Skye tells Max she has lost her faith in his ability to bed Blair and that by the same time tomorrow, Todd and Blair will be on their honeymoon. Max insists that he is still in the running and that he is not quitting. Max tells Skye that Blair will sleep with him that night.