Rattled when Michael suddenly appears at Cedar Oaks, Vanessa claims she came to the hospital to work on a story. Meanwhile, Virginia hides in Lena's room and waits anxiously for the coast to clear. Standing amidst the wreckage of her shop, Madame Carmen again warns Meg that she will be Ben's next victim if she doesn't face reality. At the warehouse, Ben battles with his jeering double but is quickly knocked cold. A suspicious Michael presses Vanessa for the truth. Meg furiously orders the psychic to stop accusing Ben, then is astonished to learn that Maria was Carmen's daughter. Determined to stop Vanessa from blurting out Lena's sad story, Virginia pulls the hospital's fire alarm and sends everyone scurrying for cover. Meg turns her wrath on Ricardo when he tries to intervene in her quarrel with his mother. The ersatz "Ben" chains the real McCoy to the wall and heads out to complete his devious plan. Following the false alarm, Vanessa loses her nerve once more and decides not to fill Michael in on her family's disturbing medical history. Hank arrives in Sunset Beach.
At Vanessa's Place, Vanessa enters her apartment to find that Michael is already there. Vanessa asked Michael what was he doing there. Michael tells her he wanted to surprise her, because he knew how upset she was and he wanted to be there to make her feel better. Vanessa starts to speak, but Michael cuts her short telling her that she didn't have to tell him anything, because he already knew what was wrong. Thinking Michael is referring to her skin condition, Vanessa asked him what does he think is wrong. Michael told her she was still a little upset about the terminally ill woman at Cedar Oaks Hospital and asked if she felt a special connection to the woman. Vanessa told Michael, more than he knows and there was so much he didn't know. Michael told her she has a good heart, and that is why he loves her so much and asked if she was going to be ok. She said yeah, she didn't feel much like company tonight. Michael said that is why he came over to make her feel better. He then takes Vanessa in his arms and as he is holding her, Vanessa has a flash back to her mother's words telling her (Don't ever fall in love, because if you get this terrible disease it'll only bring hurt to the people you love.) Vanessa then asked Michael to do something for her. Michael said anything. Vanessa said go home.
At Cole and Caitlin's Place, Annie is visiting Caitlin and they are both cooing over baby Trey. Annie told Caitlin that Trey is a very good looking baby. Caitlin agreed and told Annie that Meg thought the baby looked just like Cole. Annie told her that must have been pretty funny. Caitlin told her it wasn't really and she is not as good a liar as Annie is. Annie says she'll take that as a compliment and then told Caitlin that the most important thing is that Meg thought the baby looked enough like Cole. Caitlin then expressed eternal gratitude to Annie for the gift of her son and promised Annie that she would do anything to repay the favor. Annie told Caitlin that she hoped so and then asked Caitlin if Cole suspected anything. Caitlin told her no, Cole loves his son and speaking of Cole I wonder where he could be. Annie told Caitlin not to worry, Cole was probably on his way home. Caitlin agreed and said he loved her and Trey. Annie said they were a happy little family and she got all that she deserved.
Flying back to Sunset Beach, Cole can't stop thinking about the child Olivia lost and starts to recall flashbacks of the events that led up to Olivia losing the baby. He recalls first sleeping with Olivia, then finding out she was Caitlin's mother, Gregory announcing to the family Olivia was pregnant, asking Olivia if it was his baby, talking to Olivia after she lost the baby and then Gregory's confrontation with Dr. Brock at his medical clinic. As Cole comes out of his daydream he worries that Olivia's medical file may show proof that Gregory's not the father. Cole begins to realize that Gregory may beat him back to Sunset Beach at the rate his plane is going. He then remembers he still has Gregory's car phone number. Cole telephones the driver and told him that Gregory was running later than he thought and to pick him up an hour later. After hanging up, he wishes he had the number to Olivia's new house so he can warn her, he doesn't want her to have to face Gregory and Dr. Brock on her own.
Meanwhile On the Private Jet, Dr. Brock told Gregory it was unethical to drag him to Sunset Beach against his will. Gregory told him that's rich to hear somebody without ethics talk about ethics. He then told Brock that he's lucky he's not getting dragged to the medical board of ethics, but they'll get to that later. Brock told him that there is no evidence to incriminate him. Gregory told him not now, but when Olivia looks over that medical file he'll then have all the evidence in the world to prove that he's guilty; for killing his son and the unauthorized cremation of his body to cover it up. Brock tells Gregory that he told him that he had nothing to do with his death. Gregory says if that were so then he would show him the file. "Your hiding something," Gregory says and when I find out what it is your lawyer's gonna need an oxygen tank to fight it. He then finishes by telling Dr. Brock that he's out for blood, starting with his.
At the abandoned Warehouse, Realizing that Derek is the danger that Madame Carmen spoke about and that he means to harm Meg, Ben struggles to free himself from his shackles. He starts yelling Meg's name, but no one is there to hear him. Ben looks around at all of the slashed photos Derek has of Meg and realizes that he has got to get to Meg before his maniac brother tries to kill her. He then spies his cellphone on the ground and desperately tries to see if he can adjust the chains some way so he can reach it.
At Ben and Meg's, Hank told Meg that he needs to freshen up a bit, but he forgot his carrying case in the car. Meg volunteers to go get it and opens the door to find Derek standing there. She then says "Ben is that you?" Derek steps into the light and told her who else would it be, as Meg runs into his arms. Meg told him she was starting to worry and asked where he was. Derek said he didn't realize it was so late. Meg asked if he went for a walk because she called him earlier from The Deep. Derek told her yes, he needed a breath of night air and then apologized. Meg told him it was ok, he was home now. Derek then asked if they are alone. Just then, Joan and Hank come downstairs. Derek looks surprised, because he doesn't recognize them. Meg asked her dad if he was all unpacked. Hank told her almost except for the carrying case. Meg told him she was just about to get it when Ben came home. Derek catches on and told Hank he appreciates him coming to see Meg and then calls him Mr. Cummings. Hank told him he was glad to come before they left for Venice and asked Ben why was he being so formal, call him Hank. Joan then adds that she was glad that they changed their plans so Hank could see Meg before they leave for Venice. She then asked Ben/Derek when they were leaving. Not knowing of his brother's plans, Derek covered and told her it was a secret, a surprise for Meg. Joan said how romantic. Derek said Meg will get everything she deserves. Meg turns around and hugs him and notices that his scarf she got him is filthy. She then asked him if something happen while he was out on his walk. Derek looks bewildered and Meg says that the scarf is filthy. Derek has a flashback of fighting with Ben. He then told her it fell off his neck on the beach and a sea gull took a liking to it and he had to wrestle to get it from him.
Wandering through the New Home, A miserable Olivia told Sean that the house was beautiful, lovely but it was not home. Sean told her to give it time. Olivia told him all the time in the world won't fill the emptiness and the memories of the old house. Sean told her they would make new memories. Olivia tells him that is what Gregory said. She then told Sean the place would never feel like home to her without her baby in residence, and then adds what she would give to remember giving birth to her son, but she can't. Sean asked if she remembered anything. She told him she started to when she listened to the music box. Sean told her that was good, and maybe it would come back if she kept listening to it. Olivia says it's broken. Annie broke it, and thanks to her she will never remember anything.
Back at Vanessa's, Michael asked Vanessa if she really wanted him to go. Vanessa told him she does and Michael told her he thinks he knows why, because she thinks if he stays he will want to make love. Vanessa starts to explain, but Michael told her there is not need to explain. He said he loved her and if he did stay all he wanted to do is hold her all night long and feel her soft skin against his. Vanessa starts crying and Michael told her all he was asking is to please let him stay, he wants to help her. She then hugs Michael and told him she wants him to stay. Later, Vanessa enters the living room in a long sleeved nightgown. Michael told her she looks like she's ready for bed. Vanessa told him she's a little wound up and asked if they could talk for a while. Michael told her they could sit up and talk or watch TV for as long as she wants. Vanessa asks Michael to please say he loved her. Michael said of course he does. She then asks him to hold her and thanks him for staying. Michael told her that he loves her and wants to be with her always. Vanessa has another flashback of her mother telling her to never fall in love. Then she says to herself, oh mom it is too late.
Back at Cole and Caitlin's, Caitlin told Annie she would feel a lot better if she knew her mother wasn't going through such a hard time. Annie told her it wasn't her fault Olivia lost the baby. It is sad, but she should be happy to have Trey. Caitlin says she knows how happy she is but it would be wonderful if she could share it with her mother and bring Trey to the house, but Olivia gets so upset. Annie flashes back to Dr. Brock telling her that Olivia seeing the baby may trigger her memory and then told Caitlin she's right, it would only hurt Olivia to see the baby now. Caitlin then gets an idea and tells Annie that she could show Olivia pictures. She went to get them and has Annie hold Trey. Annie says this can't happen there is no way your grandmother can lay eyes on you. Meanwhile, Gregory's plane has landed and he is fussing because his driver is not there to pick him up. As he went to see what is the delay, Dr. Brock takes that opportunity to call Annie to warn her of his arrival. Annie told him she can't talk right now. He then told her to just listen. He is in Sunset Beach. Annie asks him what is he doing here. Before he can go into full detail, Gregory returns forcing Brock to hang up on Annie. Annie panics and says this is very bad.
Back at Ben and Meg's, Ben/Derek asked Hank how he was enjoying Sunset Beach. Hank told him it was good, but a lot different from Kansas, but he knows that. Derek slips and told Hank that he is glad to be able to repay his hospitality, he remembers the warm welcome he gave him. Hank asked if that was suppose to be a joke. Meg turns around and looks at Derek. Hank finishes by saying they both know Hank didn't welcome him with open arms. Derek covers again and says just a touch of British humor.. Meg told her dad that Ben wasn't making fun of him. Joan says of course not. Hank says it's ok, eventually he saw that Ben was good to Meg. Meg told them the moment she saw Ben, she knew he was the man of her dreams. Derek told Hank and Joan that Meg is quite a romantic. Hank told him to take care of his daughter. Derek tells Hank he could bet on it. Joan and Hank then go out to see the sunset. Meg thanks Ben/Derek for postponing the elopement so she could see her father, adding it will be the last time she sees him before the elopement. Derek starts wrapping the scarf around her neck and told her he can assure her that she is not going anywhere. Meg looks at him concerned. Meanwhile at the warehouse, Ben finally reaches the phone.
Cole burst in at the Richard's and told Olivia that he needs to speak with her. Unfortunately Sean is there and Olivia makes and excuse to Sean so she and Cole can speak in private. Cole told her he went to San Francisco and ran into Gregory, he then told her Gregory confronted Dr. Brock and wants some answers. Olivia said good. Cole told her if Gregory sees the blood type in the file and it doesn't match his, he could find out it is mine. Olivia asked Cole didn't he already see it, but Cole said no; Dr. Brock wouldn't let him without permission. Olivia then told him good they are safe then. Cole then told her that Gregory is bringing Dr. Brock down here and they are going to be here any minute. Sean comes downstairs and listens at the doorway, he then went back upstairs and calls Caitlin on the phone. He told her that something is up with mom and that Cole is downstairs now talking to Olivia. Caitlin asks him what is Cole doing over there? Sean told her he doesn't know, but mom is really upset and it would be a good idea if Caitlin came over there. Caitlin told Sean she is on the way with Annie in tow of course. Downstairs Cole told Olivia to remain calm because they have to figure out what they are going to say to Gregory.
Unfortunately for them, Gregory arrives with Dr. Brock and upon seeing that Cole has beat him over there blows up. He asks them what is going on, as Olivia says nothing. He then asks Cole why does he keep showing up everywhere he goes. Cole says they are part of the same family now. Gregory told him for someone that married his daughter he certainly has taken quite an interest in his wife. Cole said he was a concerned son-in-law. Gregory asks how did my concerned son-in-law make it back from San Francisco before him. Cole tells him maybe his private jet is not as fast as he thinks it is. Gregory told him or maybe you called my driver. Cole told him that he doesn't owe him any explanations. Gregory then asks Olivia to tell him what Cole was doing in San Francisco. Olivia looks at him with a blank stare on her face while Gregory demands to know if she sent Cole to San Francisco to find out what happened and he wants to know what she's hiding. Sean told him to back off. Just then Caitlin and Annie arrives. Caitlin asked what was going on? Cole said nothing everything was ok. Caitlin asked is it? Cole said yes and then told her they should go home. Caitlin wants to know what Cole is doing there. Cole told her it's a long story and he would tell her on the way home. Caitlin then asked Olivia if she was ok. Olivia said yes. Caitlin sees Dr. Brock, she asked what was going on and who he was. Gregory said that he was the doctor that took care of Olivia after the baby was born and we were all about to have a little discussion with Dr. Brock to find out what happened to our baby. Annie starts to get nervous about what the files might reveal, as Cole told Caitlin again they should leave. Caitlin told Cole she's not going anywhere until she finds out what's going on, as Sean chimes in him too. Gregory said that was good they should stay, he needs witnesses for the lawsuit he is building against Dr. Brock and since he's been kind enough to bring Olivia's file down. Olivia then asked if it was a good idea to get the children involved. Gregory said she was probably right, besides as family members they might not be seen as impartial witnesses. He told Cole he might as well stay since he is so interested in what the file says. He asks Annie to stay as well, since she maybe the only impartial witness here. Annie told him she doesn't think that's such a good idea. Dr. Brock has a flashback to talking to Annie on the phone and realizes it is her. He then hands Olivia her medical file. As the interested spectators watch Olivia open her medical file, she is shocked by what she sees.......