When Rachel doesn't come home overnight, the Corys become even more worried. While Rachel was unconscious in the clock tower, she has a nightmare where Jordan makes Amanda disappear. Rachel's dreams continue, with Jordan practising mind-control on Alli and Matt. She wakes up, and vows not to let Stark win. Rachel tries to attract attention by stopping the clock, but a fire breaks out. Rachel tries to fight the flames, but was overcome by smoke.
Paulina told Toni that she killed Grant. Joe told her not to say another word. Toni told Paulina to prove it, because all her evidence points to Joe. Everyone was quite emotional, and Joe and Paulina keep trying to protect each other. Joe points out to Toni that he and Paulina were not read their rights, so nothing they said can be used against them legally.
She agrees, but warns him that they will soon have to answer questions officially. Paulina keeps saying it wasn't Joe. Toni gives them some time alone. Joe told Paulina she has to shut up. He says the police are just bluffing. Toni returns to the room. During her search, she found Paulina's suitcase full of money, and asks them to explain it. Joe was surprised to see the money, but told Toni it has nothing to do with the case. She disagrees, since there was so much blackmail going on. She told the officer to keep it as evidence, but Paulina says it's her trust fund money and it's legal. Toni calls the bank to verify this, and Joe asks Paulina what's going on. She says he doesn't want to know, but he insists so she told him it's for Tim. Toni says the bank supports her story that it was her trust fund money, but that Rachel had been reluctant to sign the papers. Paulina told her Rachel signed the papers last night. Toni says that couldn't be, since Rachel was reported missing yesterday. She says this looks like a case of forgery. Toni asks Paulina if she knows where Rachel is, but she doesn't, so Toni takes the money as evidence. Before she leaves, she warns them that she won't be dropping her investigation of them.
Cameron reports to Matt that Stark had been taken to a private clinic, but has since been released. Matt decides to go to Lumina to see what he can learn. David arrives, to Cameron's displeasure, but Amanda lets him in. David notices that she's not wearing her necklace. Alli starts blaming herself for everything, but Amanda told her she's wrong about that, and says she doesn't think Jordan would be stupid enough to hurt Rachel. Amanda gets a headache, and Alli went to get her herbal necklace, because it's the only thing that seems to help. After Amanda puts the necklace on, she gets dizzy, but insists she's fine. She wants to lie down, but Cameron stops her. David told Cameron to leave her alone, but he pulls Amanda close and whispers in her ear, "everything I do was for you." At the same time, he pulls something out of the necklace.
Matt gets to Lumina and yells for Stark to come out. Ms. Allen finds him and tries to calm him down, but he throws her out of the office. He finds the remote that plays the scene of Amanda in the clock tower. Matt realizes this was the trick Jordan used against Rachel. He gets Ms. Allen and demands that she tell him where Rachel is. She swears she doesn't know.
Matt recognizes the clock tower and leaves for it. On his way out, he warns Ms. Allen that Rachel better be OK.
Joe told Paulina they need to tell each other everything, or they will trip over each other's story. She says there's some things he shouldn't know for his own good. Joe convinces her, and she asks if he tampered with evidence to protect her. Joe says he noticed the envelope in Grant's pocket, then later noticed it was gone and figured Paulina took it, so he replaced it with blank pages. He thinks the police may be able to arrest him for tampering with evidence and obstruction, and thinks he should get a lawyer.
But, he told her, he didn't kill Grant, so she needs to stop covering for him, or she'll just get herself in trouble. She says she didn't make a false confession... she really did kill Grant. Joe was shocked, but told her he doesn't blame her after everything Grant has done. He says they'll fight to keep their family together, but they have to think fast because Toni's a good cop and will figure it out. She told Joe her version of events. She found Grant and tried to take the envelope, but he grabbed her. She begged him not to tell about her baby, but he just taunted her until she strangled him. She thinks she can claim self-defense, but Joe says she can't tell anyone what she just told him. Joe suggests they just let Cindy take the fall. She deserves to pay for all the nasty things she's done, and it's the only way to keep their family together. He promises her they'll get through this.
Toni confides to Chris about her case, and how investigating her friends was taking a toll on her. She's pretty sure Paulina was the killer, but can't blame her after everything Grant did to her. She's torn between her loyalty to her friends and her duty.
Rachel was in the clock tower and it was burning--fast. Matt comes and tries to wake her up and eventually she does. They escape, but Matt gets burned on the way out. Matt asks Rachel what she was doing there and she says Stark will pay for that. Fire people come and give them oxygen. Gary was talking to a girl and they are laughing and having a good time. Josie walks in and spots them. This upsets her so she leaves. Everyone was still worried for Rachel at the Cory's. The door rings but it is only Cass. When Amanda asks if he has any news he says that he can't find anything out about where she might be. Cass and Lila go off into a corner and Lila told Cass that she does not like the fact that Anne was working with him at all. He tries to explain that nothing will happen but it doesn't work. He says that since he loves her, he will fire her for Lila and he leaves.
At the Lucky Lady, Cameron was there and on the phone with the lab. He wants to know if the test results have come in for the herb necklace. Josie comes in crying. He asks what was wrong and she told him that she saw Gary at the bar with another woman. Cameron says there has to be a logical explanation and leaves to go get one.
Back at the Cory's, Alli was on the phone and has great news for everyone. It was the fire department and they found Rachel and Matt and they are ok. Everyone was relieved and David Halliday leaves since everything will be ok. Amanda takes off her necklace and Alli was afraid her mom will get headaches again. Amanda informs her that her headache never went away in the first place.
At Cass' office, Anne was watching the video of Charlie's birth, again. Cass knocks on the door since it was locked and Anne scurries to put everything back. She unlocks it and Cass asked why it was locked. She explains that she felt a little safer with it locked. Cass then proceeds to fire her. She asks why and he says that even though she exceeds all expectations, he has decided not to expand his office employment and client cases since he was going to be planning a wedding and going on a honeymoon very soon. He pays her for her time and she leaves. She waits outside the door and listens, only to hear him call Charlie and tell her to meet him and Lila at Carlino's.
At Carlino's, Cameron went up to Gary and the woman and asks what was going on. The lady excuses herself and Gary explains that she was a doctor. He was planning on doing something with security in Europe. Cameron says it sounds dangerous and he doesn't want to go but Gary says that he has to go. He asks if Gary will come back and Gary says he doesn't know. Cameron hugs his brother good-bye, and as Gary walks out the door he asks him to promise him that he will come back. Gary just keeps walking without saying a word.
At Lumina, Matt and Rachel go into Stark's office to find him in a wheelchair. Rachel says it was a nice touch but it doesn't fool her. He asks her what she means, he has been sick and he still is. Matt says the he is very evil and they both could have died. He asks how he got the video of Amanda and Stark plays dumb. Matt grabs the remote and asks Stark to explain what was on the screen, unfortunately for Matt, the only thing on the screen was the security camer shots. Stark explains that the room was filled with sensors and they saw Amanda because they were worried about her and the sensors picked it up and put it on the screen. Neither Rachel nor Matt buy that and they leave.
Josie was talking to Gary Sinclair Jr. and was talking about how the only way that her and Gary would ever have a chance was if he was alive. Gary overhears all of this and makes it known he was present. He told Josie he is leaving and she begs him to stay but to no avail. He kisses her and then leaves.
At the Cory Mansion, Matt and Rachel are home and everyone was glad to have them back. Rachel says that there was no way Stark could have known that she was taking Amanda on the cruise without someone telling and then she turns her eyes to Lila. Lila says that she didn't even know about the cruise until the other night and Cass and Matt vouch for her. Cass leaves to meet Charlie but Lila stays behind. She follows Matt onto the porch and notices his burn. She tries to convince him to go to the hospital but he won't. Inside, they are still trying to figure out who told Stark and Rachel comes up with David Halliday, Alli defends him.
At Gary Jr's, grave, Gary was talking to him and telling him to watch over his mom while he was gone and to also watch over him. He leaves and Josie comes out from a tree and breaks down and cries.
At Carlino's, Charlie was waiting for Cass and Anne comes in. She walks by Charlie and 'accidentally' spills something and Charlie looks up and sees her face. She was amazed and shocked. She asks Anne if she lives in Bay City, and Anne replies she was just passing by and leaving tonight. Charlie says that she can't leave, she has to stay and Cass comes in to see his daughter talking to Anne
Cass showed up at Carlino's to discover Charlie talking with Anne. Charlie was amazed at the similarities between Anne and Frankie. Cass made sure Charlie knew that Anne was not her mother. Lila called Cass to cancel out on their plans. Charlie then invited Anne to join them for dinner. Cass and Anne discussed their concerns for Charlie and any confusion she may have over Anne. They agreed that it would be best if Anne didn't run off but instead stay and join them for dinner.
Lila tried to nurse Matt back to health. Matt flirted with Lila. Lila finally was able to tear herself away and decided to meet Cass after all. Matt was sorry to see her leave.
Cass, Anne, and Charlie enjoyed a lovely dinner and shared some laughs. Cass and Charlie became shocked when Anne started singing a lullaby that Frankie used to sing. Once Cass told Anne what it was she was singing, Anne apologized. Charlie was happy to hear the song being sung especially by someone who sounds like her mom.
Lila then walked in and wasn't too happy to see Cass and Charlie having dinner with Anne. Cass saw her and immediately excused himself and went over to Lila to explain to her. Lila was furious. Cass told Lila that he would explain everything to her later. Lila left.
Lila went home and confided in Matt about Cass and Anne and how Anne looks like Frankie. Cass showed up and was upset to hear that Lila told Matt about Anne. Cass tried to explain the accidental confrontation between Charlie and Anne. Lila looked as though she wanted to believe Cass. Matt jumped in and said that something was wrong and he doesn't believe Cass. Cass and Matt began to argue. Lila interrupted and asked Matt to leave her and Cass alone. Matt obliged and went upstairs. Cass told Lila his suspicion of Anne being connected to Jordan Stark and assured her that he was mistaken. Lila finally was able to believe Cass after he told Lila that Anne was on her way out of town. Lila expressed her suspicion over Anne.
Cass went to pick up Charlie at Carlino's. Matt told Lila how he thought it was ironic for Anne to run into Cass at Carlino's. Lila agreed with Matt and became even more suspicious so she called Gary and Cameron's office and asked them to do a background check on Anne O'Donnel.
Cass showed up at Carlino's to find Anne and Charlie taking pictures of each other. Charlie asked Anne to keep in touch. Anne informed Charlie that she is leaving town and not planning to return. Charlie begged Anne to change her plans. After Cass and Charlie left. Anne put the picture of Charlie in her folder along with the other pictures of Frankie.
Ms. Allen tried to warn Jordan that Matt was catching on to him. She urged him to give up his obsession with Amanda. Jordan snapped at Ms. Allen and refused.
Amanda had a nightmare of being strangled by someone that looked like her. Cameron walked in and woke her up. She appreciated his support until she touched her necklace and then she became defensive. Cameron told Amanda his suspicions regarding the herbs and the necklace and how she has been acting like a different person ever since David gave them to her. He accused Amanda of sounding like a completely different person.
David showed up and was surprised when Claudia told him that Cameron was upstairs with Amanda. David ran upstairs and interrupted by punching Cameron. The two men argued about Amanda. Amanda yelled at both of them and told them how angry she was that they both continue to accuse each other for Amanda's strange behavior. She then told them about everyone else's suspicions about Jordan Stark's role on her behavior. So Amanda decided to pay a visit to Mr. Stark. David and Cameron tried to talk her out of going, but Amanda refused to listen and walked out. The two men ran after her. At Lumina, Amanda demanded to see Mr. Stark, but Ms. Allen refused to let her, Cameron, or David in to see him. Finally David pulled Amanda aside and convinced her that he would have better luck getting in to see Jordan if he says he was representing Rachel and Brava Magazine. Amanda agreed to give it a try. David asked Ms. Allen and she agreed. Ms. Allen escorted David into Jordan's office while Amanda and Cameron waited out in the hallway. Ms. Allen and Jordan began to panic as what to do next. They feared that his secret was on the verge of coming out. Amanda defended David to Cameron. Jordan and Ms. Allen watched Amanda and Cameron through the monitors inside Jordan's office. Cameron tried to warn Amanda about David but she refused to listen. David came out of Jordan's office and told Amanda that Jordan assured him that he has nothing to do with the strange things going on with Amanda. He also said that Jordan agreed to meet with David and Amanda tomorrow. Amanda was amazed at David's accomplishments. Cameron wasn't buying into any of it. David agreed with Amanda that Jordan wasn't being completely honest with them, and that was why he thinks he and Amanda should return tomorrow. David told Cameron that Jordan said he was not allowed back in the building.
David and Amanda then went to the secret garden. David walked through the secret room. Amanda hesitantly followed behind. Once inside she became Amalie. Jordan told Amalie that tonight will be the night they will be together forever. They began to kiss. Jordan sensed that Amanda was fighting them. Jordan and Amalie vowed to fight Amanda, Cameron, and all the Cory's.
David and Amanda came out of the garden. Amanda was suddenly more loving to David. She wondered why she kept kissing him uncontrollably. After David left, Cameron showed up. He tried again to warn Amanda about David, but Amanda refused to listen and ordered Cameron to leave her alone. Cameron vowed he would not stop caring about Amanda and that he would prove her wrong as far as David was concerned.
Felicia runs into Sergei in the hospital. They talk for a while. When Sergei was about to leave, he suddenly has to hide because he sees an INS agent getting off the elevator. The INS agent shows the staff a picture of Sergei, but no one he talks to has seen him. He spots Felicia and questions her, but she covers for Sergei. The agent leaves to search the hospital.
Sergei thanks Felicia for her help and starts to go, but a doctor asks him why he's out of his room. Sergei pretends he doesn't know what the doctor was talking about, but Felicia isn't fooled. Felicia was called away by a phone call, and Sergei begs his doctor not to say anything to her. He says he can't without Sergei's permission, but that he thinks Sergei should tell her since his condition was serious. He leaves and Felicia returns. They spot the INS agent again, but escape to the elevator. Felicia takes Sergei home, but says he has to leave as soon as the coast was clear. He's in pain, but claims he's just hungry. Felicia brought him some soup, but he falls asleep.
Jake bullies Donna for answers. Vicky also asks her to help Joe, but she says what she knows would hurt Joe more than it would help. Paulina starts to fall apart at Carlino's, and Joe does his best to calm her down. Tito arrives and he can see something was wrong. Paulina decides to tell him that the police will probably be arresting her for Grant's murder soon. She wants him to go back to school, but he says that he has no money because he tore up Jake's cheque because he didn't want to take money from her friends. He asks about the trust fund money, and she told him the police took it as evidence. Tito finds this news most upsetting. After Tito leaves, Joe told Paulina he can't let her go to jail, and he wants to confess to the murder to save her. Tito gets back to Remy's and he's anxious to leave town and wants to borrow money. He fills Remy and Nick in on Paulina's situation. Remy can't believe he wants to leave when his mother was in trouble. When Josie gets to work, she told Toni about Gary's decision to work in Europe. She's upset, but wants to focus on work. Toni fills her in on their case against Paulina.
Paulina doesn't think Joe's plan would work. Besides, she says she can't let him take the blame for something she did. He says he can't stand the thought of her in jail. Joe told her to go home and pack and get ready to go on the run. He told her to go to Mexico. He'll stay behind and try to clear her. If he can't, he'll join her there. She says she can't do it, but Joe thinks she'll go to prison for sure if she stays. Nick and Remy go to Vicky's. They learn Donna can walk and was hiding something about the murder. Nick told them Joe was no longer the suspect---Paulina is. They all beg Donna to talk, but she says this doesn't change anything, and if they want to help Paulina, they'll leave it alone. Remy went outside and calls the police.
The D.A. visits Toni with Cindy. She says the case against Cindy was weak, and that Cindy feels Toni was railroading her to protect her friends and has gone to the press with that. She says Cindy has grounds to sue, and if she finds out Cindy was right, Toni's career will be over. An officer comes in to tell Toni they just received an anonymous call that said Donna has information about the murder. The D.A. orders Toni to interview Donna again. Toni calls Vicky and told her she needs to question Donna. Donna and the others get to the police station. Everyone was amazed that she can walk. Toni starts to question her, and Cindy and the D.A. really put on the pressure. Donna asks to have Cass present as her lawyer. Toni finally convinces her to talk. She says she saw people come and go from the office, but couldn't see inside. She saw Jake enter and leave. Someone else went in, Grant called for help, she heard a struggle, then the other person left. Toni asks who it was, and Donna says it was Paulina. Donna says when Cindy went in, Grant had already stopped breathing. The D.A. drops the charges against Cindy, and orders Toni to arrest Paulina ASAP. When Jake and Vicky get home, they still have a hard time believing Paulina killed Grant. They can't believe she didn't say anything when Vicky was arrested.
Cindy interrupts them to let them know that, now that she's been cleared, she's going to be making their lives a living hell. Cindy warns them she's going after Grant's estate. She says it's payback for Vicky taking away the only thing she ever cared about… Grant. Vicky tries denying that she wanted Grant, but Cindy says she loved making Grant want her, especially the way she played with his head at the end. Cindy claims it's what pushed him over the edge. She warns them that once she has Grant's money, she'll have power, and she'll use it to ruin them.
Joe and Paulina keep arguing about his plan. Paulina doesn't want to raise Dante on the run. Nor does she want to leave Tito. She said she made the choice to do what she did, and now she has to face the consequences. Remy and Nick arrive. Remy was in tears. She told Paulina she was trying to help her, but now she's ruined everything. Remy warns Paulina that Donna was a witness, and that the police are on their way over. Toni and Josie arrive, and arrest Paulina for Grant's murder.