Eyeing the phony note R.J. planted in Todd's office, Cristian suggests that his brother's nemesis consider backing off of Antonio in exchange for his silence. An angry Nora confronts Bo after learning the identity of her ex-husband's new flame. Colin tells Sam he wants immunity from prosecution in exchange for providing the attorney with enough evidence to spring Will from jail. When Sam calls his bluff, Colin offers concrete proof that the tape of Asa's confession is in his possession. Lindsay and Melanie open up some old wounds from childhood as they argue about the situation concerning Nora. Todd sneers at Blair when she muses about salvaging her marriage to Max. Later, Blair entreats Todd to purchase B&B and erase all proof of her connection to the company. Bo admits to Nora that he does love Melanie. Sam tells Bo and Nora about the bargain Colin has proposed. Roseanne pesters a reluctant Antonio to come clean with Sophia. Todd prepares to double-cross Blair. Roseanne secretly arranges to have her roommate walk in on her and Antonio in bed.
Viki gives her brother the cold shoulder when she encounters Todd in the Palace's dining room. Sophia is devastated to see Antonio and Roseanne entwined together in bed. Although longing to make love with Kevin, Kelly reminds him why it wouldn't be right until her divorce from his brother is finalized. Todd tells Viki he'll try to leave Ben alone if the former Mafioso also agrees to keep his distance. A weeping Sophia returns to the gatehouse and rages at Joey for advising her to make her feelings clear to Antonio. After making love, Blair and Max talk dreamily about starting a family. Asa snarls at Ben when the younger man tenderly comforts an agitated Renee. Todd hints to Skye that they might be able to do each other a favor. Roseanne decides to beg Sophia's forgiveness for forcing the awful truth upon her. Antonio reaches Sophia first, however, and is surprised when his partner pretends she was unaffected by his sleep-over with Roseanne. Ben admits to Viki how he's been helping Kevin and Kelly investigate the shooting at the Crossroads.
Asa meets with a local mobster to arrange a hit, then is taken aback when "Butch" is asked to carry out the assignment. Max finds Rae rifling through his room for clues to his true paternity. Blair hits the roof when Todd cheerfully informs her that he's just hired Skye as the Sun's new ace reporter. At the jail, Jessica entreats Will to fight for his freedom but he reminds her that he must prepare himself for the inevitable. As Kevin quietly asks his grandfather not to give him away to Rourke, Ben arrives for another showdown with Asa. Antonio gives Will some tips on surviving life behind bars in Statesville prison. Starr provides her father with the inside story on Blair's plans to make a baby with Max. Hank explains to an outraged Jessica why he must carry out the law despite the consequences to Will. Meanwhile, Will urges Bo not to cave in to Colin's blackmail. Todd "accidentally" traps Blair and himself in a storeroom to keep her from going to her scheduled rendezvous with Max.
Nora visits Will in jail and admits that she still has no memory of him. Colin finds Jessica searching his basement for the tape of Asa's confession. At the Buchanan mansion, Rae is sorely tempted to blurt out her suspicions to Asa when he orders her to stay away from his son. Skye slips into Max's room at the Bayberry Inn and coyly reminds him how good they were together. Meanwhile, Blair accuses Todd of deliberately locking them into the storeroom. Rae warns Asa he'll regret it if he pushes Max into Skye's arms. Bo explains to Lindsay why he can't let her estranged husband off the hook. As Skye begs Max not to conceive a child nobody really wants, Todd and Blair rehash their own painful past at the top of their lungs. Following her eye-opening chat with Will, Nora calls on Asa and asks him to undo the damage he's caused to the Rappa-Davidson clan.
Todd reminds a sputtering Blair why Max doesn't deserve her loyalty or her love. Troubled by his visit from Nora, Asa admits to Max that his grudge against the Rappaports may have gone too far. Though Max urges his "pa" not to soften his attitude one iota, Viki arrives and exhorts Asa to look into his heart and mend his ways before he loses his family forever. Todd presses Blair to cough up the secret she's been keeping about some weird connection between Max and Ben. Nora asks an appalled Hank to give Colin full immunity from prosecution in order to save Will from a prison sentence he doesn't deserve. Meanwhile, Melanie warns her soon-to-be ex-husband that she's going to do everything in her power to get his medical license revoked. After being promised immunity, Colin reveals where he hid the rape but steadfastly denies that Lindsay had any hand in Nora's so-called kidnapping. Spinning a yarn about his patient having amnesia from the start, Colin attempts to paint himself as a hero for saving Nora's life. Max lunges at Todd after finding him in the storeroom with Blair. Bo places his father under arrest.