Cristian and Jen find Lindsay waiting for them in his apartment.
Seth takes Jess to Rae's classroom and locks them in telling her they don't have much time. When Jess asks, "time for what?" Seth starts walking toward her.
Sam leaves Blair a message advising her, as a friend rather than an attorney, to tell Todd the truth. Todd knocks on the door and walks into Sam's house announcing that "the truth is finally out". Sam responds by saying, "she told you?"
Blair walks in on Gabrielle and Max and tells them she knows what they are and she thinks Asa might want to know about it too. Blair says she has come to see Max about the baby.
Todd has brought Sam a copy of the Sun's story about Nora and Colin. Sam thought Todd might have come by just to wish him well and congratulate him on his freedom but Todd says he really came by to find out what Sam knew about Blair.
Seth tells Jessie he locked the door so no one would interrupt them. Along with the screen and projector, Seth has rented the actual movie film Rae assigned her class to watch. He reminds Jess of what Rae said about part of the mystery film was the actual "theatre of it", of being able to sit in a dark room and watch the shadows on the screen. He asks her if she would like to watch the film. Jess tells him about being stuck in the elevator and indicates she is a little nervous.
Cristian tells Jen she has nothing to defend herself to Lindsay about. He tells Lindsay she is the one in his apartment uninvited. Lindsay lies (big surprise) and says that Cristian left the door unlocked and she was worried about her daughter. She takes Jen aside and tries to say that Colin's murder had brought their "family" closer together, but Jen disagrees and says it had actually torn them apart because of the lies and the fact that they all thought the other was a murderer. Lindsay insists that Jen leave with her and Jen refuses. Cristian tells Lindsay that if she will leave he will not call the police and tries to throw her out but Jen asks to talk to Lindsay alone. When Cristian leaves, Lindsay tells Jen she found the prescription for birth control pills. Jen tells Lindsay that she loves Cristian and sooner or later she is going to show him how much.
Asa asks Gabrielle if she is jealous because Blair is carrying Max's child. Max tells Blair that there has always been something between he and Gabrielle that neither of them could resist. Blair explains that she has the same "addiction" to Todd, but that she is kicking the habit. Max says he wants to be nearer Al and Blair says that they might be able to help each other.
Todd is very nervous about the fact that Blair has not retaliated for his taking out a restraining order against her. Sam tells Todd that he will not be able to keep Starr from growing up and that she will hate him for keeping her away from her mother and baby brother or sister that she will never get to see. Todd thinks Blair has convinced Sam to "bug" him until he gives in and tells Sam to tell Blair that it won't work.
Lindsay and Jen are still arguing when Cristian returns. He offers to leave, but Jen tells him he came at the perfect time. Lindsay starts to threaten Cristian by saying "if you harm my daughter in any way..." but Cristian interrupts her by asking how he could ever compete with her. Lindsay leaves and Cristian tells Jen that her mother is never going to come between them.
Lindsay goes downstairs to see R.J. who tells her she can't keep Cristian and Jen apart, but Lindsay get a complex look on her face and says "Yes I can." Lindsay asks R.J. to fire Cristian, but R.J. refuses. Two girls ask R.J. where Cristian is and he explains that his shift starts later and they voice their disappointment. Lindsay thinks that she might be able to give Cristian the kind of reputation he doesn't want.
As Seth is trying to put "Revenge of the Chameleon" on the projector, Jess tells him she is really not into scary movies, especially in empty classrooms and empty buildings. Seth figures that since the movie was made in the 40's it won't be too scary. Seth and Jess compare their opinions on what makes a movie scary and Seth says he feels that it is when ordinary people and things become spooky and twisted and it makes you wonder if there is anything or anyone you can trust at all. When Seth turns off the lights, Jessie asks him to turn back on, but he says he can't for what they are about to do.
Sam asks Todd to leave, but Todd hides and when Sam leaves the room, Todd slips back in and finds Blair's file.
Asa insists that Blair will be an asset to his and Gabrielle's plan to frame Max. Blair tells Max she has an offer he won't believe and can't refuse.
As they are sitting in the dark classroom watching the horror movie, Seth kneels down behind an obviously very frightened Jessica. She turns to look at him just he reaches out to touch her.
Cristian tells Jen he wants the first time they make love to be perfect. Downstairs at the Break Bar, Lindsay blackmails Chad by saying she will call the police about his being one of the people who helped carry the box with Colin's body in it to the warehouse unless he uses his computer expertise to help her get Cristian.
Blair asks Max to marry her.
Todd reads Sam's notes that say "it is clear that Blair Cramer is still in love with Todd Manning" and wonders what else he is missing.