While at Serenity Springs, Kelly and Blair gab about the latest with the men in their lives. Kelly talks about Kevin and how much she really needs him but how he doesn't feel the same. She was so sure that Kevin felt something for her and can't believe he dismissed her. Meanwhile, Blair admits to always finding Skye and Max alone but can't believe they'd be having an affair like Skye said. Kelly suggests she's out of touch with reality because even she knows how Max is. When the masseuse shows up, Kelly decides her cousin needs it more than she does.
Kevin is at the Banner with Viki when Jess walks in. Her trip's been delayed due to a mechanical problem with the plane. She's thought about Will and has decided that she's been too hard on him. She'd like to talk to Asa about it but she's filled in on what has happened to him. Becoming very upset, she tells her mom she can't lose another family member. Viki urges her to visit him. After she leaves, Kevin tells his mom she should have told Jess about her cancer. Viki had told her daughter she was strong but she didn't give her the chance to show it, he says. Viki wonders if Kevin is taking care of himself. His work, family and caring for her gives him a sense of purpose, he says. He only wants her to get through this. His mom mentions that she overheard something about him and Kelly. Kevin tells her about the kiss and that things are strange between them now. Grace's death had brought them together and it's great to be near her now but he won't hurt Joey so nothing will happen. Viki wonders if he's ok with that. Kelly and Joey love each other and he won't get in the way, he promises. When Viki wonders when Kevin will be happy, he says he is.
Joey and Renee are with Asa when Larry comes in to check him. They can't put off surgery any longer, he informs them. There are risks involved but without it his heart will fail.
At Crossroads, Max and Skye have it out. He says they're partners but she wants to know why he's still sleeping with Blair. Max tries to deny it but Ben sends him off to check on Asa. He wants to settle things with Skye. Once Max leaves, Ben tells Skye they're not enemies anymore while she admits she's tired of everyone's lies and scheming. Ben didn't know hate before he met Asa and he's afraid of losing the only family he's known if it's learned that he's Asa's real son. Ben asks Skye not to hurt him;he wants his secret kept so that he can be free of Asa. Skye informs him that he's not the only one to hate his parents but Ben says he'd rather die than be Asa's son. Just let Max be the son, he pleads. Skye agrees to keep the secret and they acknowledge that there wasn't always darkness between them. They saw themselves in each other. Skye doesn't want Max to know of their agreement and Ben tells her to do what she has to but she can't get Max by holding the adoption over his head.
Cristian stops by the gallery, looking for Will. He wants to know if their deal is still on because he needs to get out of his marriage. Will admits he has no choice but to get into Asa's computer to help clear his name as well.
Max learns of Asa's impending surgery when he arrives at the hospital. Renee is scared and crying and races from the room. Asa awakens and wonders where his son is. Max announces that he's there but Asa again wants to know about his son. He remembers something being said in the tack room previously about Max faking everything. Suddenly, he realizes who Max is and questions him on what was going on before and whether he made some kind of deal with Ben to save his life. Max can't imagine that he would have believed anything Ben said! Just then Jess arrives and her grandfather asks her to pick up a couple of Cuban cigars. He tells her it will be easier to face the knife instead of having had to hurt her by pressing charges against Will.
At the Buchanan mansion, Will and Asa are attempting to get info on the computer. When they hear someone approaching, they switch places-Will hides and Cris sits at the computer. It's Nigel, who wants to know what Cris is up to. He lies and says that Asa is allowing him to use the computer to help him get out of his marriage. Nigel has things to do and hopes to see him gone by the time he returns. After he leaves, Cris informs Will that he wants Jess back and Will needs to prove his innocence so that Jess won't wonder about it all if he's in jail. They find nothing of any use on the computer and as they finish up Jess walks in. She wonders what they're up to.
Max and Renee think there's something up with Asa, he's not the same. Max informs his ma that Ben wouldn't save Asa until he got there but he won't go after Davidson now. He tells Asa to be strong.
At Crossroads, Ben is gone but Skye is still there when Max gets back. She asks him what she should do with her secret and walks over to the phone. She calls Blair and tells her she needs to know about her and Max.
Renee gives Asa a kiss as he is being wheeled to surgery. Ben is nearby, looking on and mutters sarcastically, "Good bye, Pa."
Jessica called the police after she discovered Cristian and Will working on Asa's computer and was surprised when Bo refused to arrest them. Later, Bo promised to follow up on a promising lead that Cristian and Will discovered. Jared confessed his past indiscretions to Sam and Nora, who found themselves thrown together as they worked on his case. Max worked diligently to convince Skye that he cares for her and wants to divorce Blair. Meanwhile, Blair got proof of Max's betrayal after she spied him and Skye in a passionate kiss. Roseanne became suspicious of Antonio's motives after he offered her an olive branch.
Later, an argument between Roseanne and Antonio provoked a violent response from an emotionally vulnerable R.J. Roseanne and R.J. each received a note from Téa, along with the gifts of money and the penthouse. A wounded R.J. refused to be bought and gave his money to Roseanne.
Jessica finds Cristian at her door and he tells her Will has signed an affidavit describing his and Roseanne's involvement in keeping them apart. Cris says he can now get his annulment. Jess says she doesn't care, and Cris proceeds to profess his undying love for Jess. He promises her he will never give up on her because he has already made two huge mistakes in his life and he won't make a third!
Roseanne goes to the diner to show off her new found wealth to Carlotta and Antonio. When Cris arrives, she informs them that one million dollars can hold up an annulment in court for years. Before leaving, she announces Andy's infidelity to Antonio.
Sophia goes to the Crossroads to try to get her old job back from Ben. There she finds Ben upset and thinking about Viki. She thinks he is stupid for giving up on his relationship and even more stupid for not opening Crossroads. She storms out after becoming frustrated with Ben. Later, Ben decides to go see Viki. She finds him in her house after coming home from the doctor. The doctor has recommended a masectomy and Viki cannot deal with both Ben and this news. She asks Ben to leave without opening up about her cancer and states that she needs all her strength for herself now.
Max admits to Renee that he remembers not being her son. When she asks if he know who the real son is, he denies it. Asa has a nightmare involving Renee, Max and Ben. When he finally awakes, he tell Max that they need to get rid of Ben...permanently!
In Asa's room, Max is surprised by Asa's directive that Ben be taken down and tells his "Pa" that he knows he is "capable of some pretty outrageous things, but murder isn't one of them" and promises to protect Asa from Ben. Asa isn't appeased by these promises and warns Max that "you can't stop him son, he's gonna take you away from me." Max deems Ben a "low-life with a bad attitude" but "no threat to us anymore." Asa wants Max to "trust" and "believe" that Ben is "more dangerous than ever" because of his dream: "I can't rest until I know Davidson is out of the picture for good."
Outside Asa's room, Larry explains to Renee and Bo that although Asa came through the surgery "with flying colors" they should expect a long period of recovery. More than just physical recovery, Asa might have a "deep emotional response" with anger, confusion and depression. Renee admits that "Asa's always been tough to deal with...I'll take him anyway I can get him." After Larry leaves, Renee tells Bo that she knows he loves his father and vice-versa but Bo has "learned sometimes love isn't enough" and doesn't understand why Asa won't let go of "this vendetta" against "Ben and the rest of the Rappaports." Renee vents her anger about what Max told her about Ben doing nothing at first to help Asa in the tack room and hopes Bo will "not let him get away with it..."
In the doorway of Asa's room, Bo overhears Max promising Asa that he "will kill" Ben. Stepping outside, Max explains that he is the "kind of son who will tell my Pa whatever he wants to hear to calm him down" but Bo accuses him of "making things worse" with this behavior. Bo doesn't believe Ben's version of what happened in the tack room, and although he believes Max "even less," he wants to give him the "chance to show me your good side." The two men have a heated discussion about Bo's belief of Max's con of Asa and how well the plan has worked so far; Bo warns Max that although "Asa's money doesn't mean all that much to me...if you hurt him, you're gonna answer to me." When Max tries to make Bo feel guilty about being a bad son by the way he is "investigating his father for a crime that some spoiled brat committed," Bo tries to explain his feelings: "I love Asa. I don't condone what he did. I won't forgive him for setting up Will, but I don't have to like what he did to love him." Max doesn't "get what kind of a son" Bo is, but that makes the two men equal because Bo doesn't "get what kind of a man" Max is.
Viki explains to Joey and Jessica that what she is about to tell them is "not easy to say" and won't be easy for them to hear, but she will do it in the "simplest" and "most direct" way: "I've been diagnosed with breast cancer." The shock registers on their faces and there is silence. Finally, Jessica hugs her mother and Joey takes her hand. Viki admits "it's dreadful; the word itself is frightening" but explains that the doctors are "confident they caught it early" and since they are "optimistic" so is she. Jessica doesn't know "what to feel" because it "doesn't seem real" to her but she thinks her mother "must be terrified." Viki admits that "cancer is very scary; I'm very scared...It's not a death sentence, it's an illness...I faced it...it's very ugly, very scary..." but "I'm determined it's not going to kill me."
Joey can't deal with the news and leaves the room; he sits down on the stairs and breaks down. Viki comforts him by explaining that he is "going through the same thing I did when I got the results of my biopsy...I panicked...and ran away but I came back and you will, too...we can beat this together." They join hands and Joey asks what comes next. Viki explains that she will undergo a "modified radical mastectomy" and "probably have chemotherapy to be on the safe side." When Jessica wants to know if after all that everything will be OK, Viki promises "no guarantees...but I'm confident." Kevin is supremely confident: "Mom will beat this thing...it's time to use our power of positive thinking...this thing is what it is and we are gonna beat it together, period." Viki wants to keep her illness private and "within the family" because although she acknowledges she is a "public figure" she doesn't want to answer constant questions about her health because "that would mean my life is all and only about cancer...I refuse to give this illness that power."
When Viki confides that she will be having her surgery and treatment at a private clinic, not in Llanview, Joey suggests that "this is about Ben, too, isn't it?" Viki acknowledges that "despite what's happened, he's an incredibly good man...he would feel obligated to me...I couldn't bear it...he's got more than enough to deal with..." Kevin and Jessica agree that "nobody has to know" but Joey is worried about Kelly. "How can I not tell her? She's family...I trust her, we all can trust her...You don't think she can keep a secret?" Kevin quickly answers, "I know she can." Joey goes on, "She's gonna be my wife...to keep something like this from someone you love...I can't do that...what kind of man would I be?" At this, Viki shoots Kevin a worried look.
Carlotta tells Antonio and Cristian that Roseanne accusing Andy of having an affair with her partner was "downright malicious" and "such a ridiculous notion" but instead of confirming this belief, Antonio explains that "what happened, happened...I'm still trying to work it out...we're both to blame." Carlotta is shocked and dismayed; she wants to know "what's the matter with this family? Why can't my sons seem to hold onto the women they love?" She wants Antonio to go back to law school and "fix this" but Antonio thinks "time apart is what we need right now...I won't go back to law school...I was miserable; I had to prove myself every day - 10 times more than anyone else because I did time...I had a little run-in with one of my professors...he made me his whipping boy the entire semester...I'm not sorry." Cristian convinces Carlotta that he needs to talk to his brother alone but when Antonio teases Cris about "little brother trying to talk sense into me" Cristian acknowledges that "I can barely make sense of my own life" so they just open a couple of beers and drink up. Antonio vows to help Cristian because "that's all I know right now...I'm here for you."
As Ben is ordering supplies to reopen the bar, Sam comes in to try to get "his brother" to spill his "big secret" but Ben denies anything is going on with him except his reopening of Crossroads as "the kind of place to get away...kick back, shoot pool, watch sports..." Sam doesn't accept Ben's simple explanation of what happened with Asa and Max in the tack room; he angrily accuses Ben of using a "line of B.S." and demands that Ben tell him what "Max has on you that's more important than us?" Ben almost caves in with his explanation, "Whatever secret you think I'm keeping won't help Will...I could tell Asa I'm his long lost son and he would still go after Will...to his last dying breath." Sam is confused by this "son" reference but Ben covers and tells him he was "trying to say something completely outrageous...did I make a point?" Sam tries to see the "silver lining" by suggesting that "if it wasn't for Asa Buchanan, our family wouldn't have pulled together as tight as it has...family means everything to me." When Ben acknowledges that it is the same for him, Sam apologizes for leaving Ben to hold "that really toxic bag" with his father and wants to know if Ben still resents him. Ben explains that although he resented Sam, at the same time it made him happy and gave him hope. "I'd wonder if you would still admit we were brothers...but I understood...I kept that secret for years...it helped me remember the good years."
The Palace Hotel: Skye's room
When Skye comes in from a shopping trip with sexy new lingerie, she finds Blair in her bathroom using her makeup. "It's kind of heavy...but you have a lot to cover up, don't you?" Blair confides that she saw Skye with Max at Crossorads but she believes that Skye "manipulated" Max to kiss her because "the only reason Max would go near you would be to protect me or himself..." Skye takes "pity" on Blair and shares the "real truth" about the "wonderful and glorious affair" she and Max are having. Blair advises that if "even in some moment of confusion he slept with you, he didn't know what he was doing." Skye laughs at how Blair is "no competition" and tells her that "Max is no more brain damaged than you are...he's pulling a scam and I'm in on it and you're not...we laugh ourselves silly when we talk about that - after we make love, of course...he told me he loves me...he's going to divorce you so he can marry me." Blair's wheels begin to spin but she isn't ready to cave in because she believes "he's scamming you, not me...we've been together way before you crawled into the picture...I know Max better than you know yourself..." When Max knocks on the door, Skye challenges Blair to "stick around and find out the truth because it's right outside that door and it's coming in right on you in about two seconds..."
While hiding out in Skye's room, Blair overheard Max admit to a multitude of lies and indiscretions. Nora's suspicions about Viki's breast cancer kick into gear after she walked in on an emotional scene at Llanfair.
Later, Will confirmed Nora's theory that Lindsay was pregnant. And Bo informed Will that he was following up on his lead on Asa.