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.......
Ben manages to get his cell phone and tries to reach Meg and later Ricardo, but Derek stops him both times. Brock realizes that Annie was the one who took the baby and confronts her. Caitlin confronts Cole when she finds out he lied about going to SF for work and instead went to help Olivia. Gabi is upset with Ricardo and Antonio about not telling her who their mother was. She almost told Antonio about her father raping her.
At Cole and Caitlin's Place, Caitlin questions Cole about his involvement with Olivia's medical file. Cole told her that he was only trying to protect her. Caitlin told Cole that she didn't need protecting and could handle the truth what ever it was. She then told him she wanted to know why he went to San Francisco and wanted to know everything he found out about her mother. Cole told her that he only knew what she did. Caitlin said that is nothing except they know now that her mother had the baby cremated. Cole said that is why he went to San Francisco to find out what was going on so he could tell her. He was just trying to help so she didn't feel so guilty about having their baby. Caitlin asked if that is what he meant by wanting to protect her. He said yes. Caitlin told him that he was the most wonderful man. After they put the baby down for a nap, Cole asked Caitlin if she was tired and wanted to go to bed. Caitlin responded by telling Cole, no she wasn't tired and yes she did want to go to bed. Cole asked her if she was for sure. Caitlin told him they never had a wedding night and she wanted him to make love to her. Cole responded by saying "you don't know how long I have waited to hear you say that," as the two of them make love.
At the Richard's, Sean confronted Annie about his mother's pregnancy. Annie told Sean she didn't have time to play these silly games with him. He told her it wasn't as silly a game as she was playing. Annie asked what was he talking about. Sean told her to explain to him how his mother lost her baby at the exact same time Caitlin got hers. Annie lied, saying it was a coincidence. Sean asked if she knew more than she was saying. He then asked her how she managed to get a baby for Caitlin at the same time his mother lost hers........Meanwhile upstairs, Gregory continues to grill Olivia about what happened to their baby. Olivia told him she honestly doesn't know. Gregory asked her how in one minute she's pregnant and the next she's giving birth and the baby is dead. Olivia screamed "I don't know." Gregory told her that he never even got to see him. Olivia tries to hold Gregory and told him she knows the pain he is in, she's in pain too. They should share in their pain together and be partners. Gregory told Olivia not to touch him and recalls the day he called. He then told her that she told him she was fine and just had a few errands to run. Olivia says you thinks it's my fault and I'm responsible for the death of our baby. Gregory says well aren't you? He tells her that he wants to believe her but it has become increasing likely that she did it. He then told Olivia she did something so terrible that she pushed it out of her mind and flat out asked her if she was drinking. Olivia asked Gregory how he could be so cruel. Gregory finishes by saying he's not the one that killed their baby, before storming out of the room.
At the Warehouse, Derek is taunting Ben with his plans for Meg. Ben told his evil twin brother that if he so much as touches Meg, he'll kill him. Derek laughs it off telling Ben that you can't kill someone whose already dead. Ben tries to grab for the knife, but Derek cuts Ben's cheek. Ben asks him why did he do that. Derek answers by saying, now they don't have identical faces, now they are blood brothers. Ben told his brother again when he gets free he's going to kill him. Derek told him of course I'm not dead, I only made you think I was. Ben told him he should have known he was around. That explains the headaches he's been having, which he only gets when Derek is up to no good. Derek told him that he must have gone through a lot of aspirin with what he has been up to. Ben then has a horrific realization and told Derek that Tim wasn't lying when Mark said it was Ben, you killed Mark didn't you along with the others on the island. Derek admits it and told Ben that the only problem was a precocious farm boy who heard Mark's last dying words and tried to tell Meg it was Ben. He then told Ben that he took care of that too. Ben says so you pushed Tim off the scaffolding. Derek told him Tim was in the way, but he won't be saying anything to anyone and now he can get as close to Meg as he wants since she thinks he is Ben. Ben told him to stay away from her. Derek said it was too late. Ben said he swears he is going to kill him. Derek told him he doesn't think so. Ben told Derek that Meg wouldn't believe he was him. Derek said she already does, so he can scream all he wants and nobody will hear him especially not Meg. Ben told him to go to Hell as he leaves.
Meanwhile at Ben and Meg's, Ricardo takes another stab at convincing Meg that Ben is not to be trusted. After introducing Ricardo to her parents, Joan and Hank go upstairs so Meg and Ricardo can talk. Meg starts in by telling Ricardo not to bother warning her about Ben, she trusts him with all her heart. Ricardo told her he knows he should have told her Madame Carmen was his mother, but he didn't because he doesn't buy into her hocus-pocus stuff, but then told Meg she should listen to her. Meg asks him how he can tell her he doesn't believe in hocus-pocus, but told her she should buy into it. Ricardo told her regardless he believes what she is saying about Ben. Meg tells him that's only because of Maria. Ricardo told her people saw Ben and Maria arguing days before she died and when he confronted Ben about it, he acted like he didn't know what he (Ricardo) was talking about. He then asks Meg to explain that. Meg asks Ricardo if he's calling Ben a liar. Ricardo tells her what else do you call it. Meg responds by telling him a victim of hearsay, plus there is no evidence and accuses Ricardo of not being able to get past Maria's death. Ricardo told her to just call it a hunch and he doesn't want to see it happen again. Meg says now who is the one that believes in hocus-pocus. The doorbell rings, it is Gabi. She sees Ricardo and asks Meg if it's a good time. Meg told her that it's a perfect time, Ricardo was just leaving. Ricardo tries to talk to her some more. Meg told him to stop wasting her time. Gabi explains that she came by to tell Meg goodbye before she leaves. Meg told her they are not going to Venice they are getting married in Sunset Beach. Gabi told her great and then asked Ricardo to walk her home. They leave, Joan and Hank come downstairs. Hank said they were hoping that her friend had left. Meg said he was no friend of Ben's and certainly not of hers.
Back at the Richard's, Sean continues to grill Annie about the coincidences of the babies. Sean accuses Annie of definitely being mixed up in it. Annie tries to play if off by telling Sean she doesn't know what he's talking about. Sean refreshes her memory by telling her that Olivia was starting to remember when she listened to the music box, until Annie broke it and now it seems like Annie's awfully friendly with Olivia's doctor. Annie said he got it all wrong. Before Sean can continue quizzing Annie, Bette arrives and asks where's Olivia. Sean said she's upstairs with his father, as Gregory comes downstairs and says not anymore. Bette asked him what he did to her. He asks her what about what she did to me. Bette then told him, "Gregory, you won't stop being Gregory" and went upstairs. Sean said that he guesses that means that she doesn't remember anymore yet. Gregory told him that she didn't and is getting awfully good at forgetting what she doesn't want to remember. While they discuss Olivia, Annie sneaks upstairs to eavesdrop. Bette enters Olivia's room and asks her what has Gregory done to her. Olivia told her Gregory told her the truth, the baby died because of something she did. Bette told her that isn't true and not to listen to Gregory, adding that she knows Olivia wanted that baby with all her heart. Olivia told her maybe she did in self- consciously because she thought is was Cole's baby or maybe because she went along with Gregory's plan to steal Caitlin's baby her baby was taken from her. As Annie continues to listen, Bette told Olivia her and Gregory need to stop blaming each other. Olivia told her she just needs to be alone right now. Bette told her okay and leaves the room, but not without catching Annie running down the hall. Bette grabs her niece and told her, not so fast sizzling.
Back Downstairs, Sean is trying to convince Gregory that he has prove that Olivia is trying to remember. Gregory told him that she didn't remember signing the consent form and he believes that Olivia was trying to cover something up by having the baby cremated. Sean still sticks up for his mother and told his dad that it is not Olivia's fault. Gregory asks him whose fault does he think it is. Sean says he doesn't know and then explains to Gregory about Olivia almost getting her memory back every time she heard the music box playing, that is why he intends to get it fixed. As Annie and Bette are coming back downstairs, Annie gives Bette some bogus excuse as to why she was lurking in the hallway. Bette told her she better do better than that. She then tells Gregory that she hoped he was happy that she just left his wife in tears. Gregory told her to stay out of it. Bette said she was going to stay as far away from him as she can. Gregory told her good he would show her out and takes her by the arm. Annie starts to follow them, but Sean says not so fast Annie, we still need to talk. Annie said what about. Sean said what do you think, about mom and Caitlin's babies. Annie said she was sorry, she can't talk right now, Bette needs a ride home and leaves. Outside, Annie tells Gregory she came by to tell him how sorry she was that him and Olivia aren't getting along and if there's anything he needs at all she is there. Gregory said thank you. Annie leaves, pleased with herself saying that Olivia destroyed her family and now she's destroying hers. Later, Olivia calls Cole and Caitlin's and when Cole answers the baby is crying. Olivia doesn't say anything and hangs up. The baby's crying is ringing in Olivia's head tormenting her because she can't remember, so she went to her dresser drawer and pulls out a bottle of pills.
Back at Ben and Meg's, Derek returns home and told Meg that his headaches are now gone for good. Meg is thrilled and Joan told them she needs to get started on planning their wedding. Later when Meg is asleep, Derek enters the room and stands over her bed saying she was so pretty, what a shame, it won't be long Meg before you and Ben are dead.........Meanwhile back at the Warehouse, Ben reaches for a piece of metal and knocks over a pile of crates on top of him knocking himself out cold
Desperate to save Meg from his murderous twin, Ben struggles to extricate himself from his chains. Meanwhile, Derek hunts for his brother's password so he can access Ben's financial records. Certain his mother's memory loss is somehow tied to a certain tune, Sean purchases a music box identical to the one Annie smashed. After faking another piece of evidence to drive the last nail into the coffin of the Richards' marriage, Annie shows an enraged Gregory a liquor store receipt signed by Olivia on the day she lost their baby. A smirking Derek returns to the warehouse and lies to Ben about making love to Meg. Though Olivia denies jeopardizing their unborn child by drinking during her pregnancy, Gregory grimly informs her she's going to pay for killing his son. Later, Olivia's day hits rock bottom when Annie hints that she already has Gregory in her clutches. Joan and Meg take Hank to the hospital to see Tim. As Derek pressures him to reveal his password, Ben manages to grab his twin by the throat. Feeling utterly alone and devoid of hope, Olivia pours an entire vial of pills into a jug of wine and puts the bottle to her lips.