Meg pushes her way into the house and insists that Maria listen to her concerns about "Ben". Eavesdropping from his hiding place in the grotto, Tim is shocked to hear Tess cooing Derek's name as they kiss. Sean jumps to the wrong conclusion after running into Emily at the end of her disastrous date with Brad. Olivia cries on Tobias' shoulder as the stress of recent events begins to take its toll. Still hoping to steal a lock of Olivia's hair, Annie decides to employ the services of a masseur who boasts in his TV infomercials about his ability to put his clients into a deep sleep. Tim listens to Derek and Tess putting the finishing touches on their devious scheme. Realizing he has to warn Meg and Maria that they've been marked for death, Tim turns to leave but his watch alarm suddenly went off and draws Derek's attention. Annie persuades Tobias to hire Bruno and his "magic hands". Maria bitterly accuses Meg of lying about "Ben". Emily defends Brad to an astonished Sean.
Olivia rejects the idea of a massage until she gets an eyeful of the muscle-bound Bruno. Derek catches Tim spying on him and Tess in the grotto. Fearful of the consequences should the truth leak out, Tess urges her co-conspirator to finish Tim off before he ruins their plan. Though Maria orders her out of the house, Meg stubbornly persists with her remarks about "Ben's" odd behavior. Michael begs Casey for help setting the proper mood for his proposal to Vanessa. Although sympathetic to his pal's plight, Casey insists he has important plans of his own for that evening. Bruno works his magic on Olivia, who falls into a deep slumber as Annie waits for her chance to spring. Shaken when Meg reveals how "Ben" kissed her, Maria warns her rival she'll rue the day she lied about such a thing. Following a fight with Derek, an injured Tim tries to call for help but his cell phone went dead. Sara insists that Casey aid Michael in his romantic quest for Vanessa's hand in marriage.
Derek doggedly pursues Tim through the fog. Jude brought Caitlin the disappointing news that Cole has vanished without a trace. Tobias walks in as Annie leans down to cut off a lock of Olivia's hair. In the park, Spence's arrival nearly ruins Michael's big moment but Casey intervenes to help his pal pull off a stunt which dazzles Vanessa. After convincing Tobias to leave, Annie finally snips off a sample of her enemy's hair just as Olivia awakens. After Caitlin barges in and again accuses her mother of driving Cole underground, Annie slips away during the ensuring quarrel and places a call to Mrs. Moreau. The fairyland lights in the park begin to attract the attention of several other residents of Sunset Beach, who drift towards the area and join Michael and Vanessa as they dance beneath the stars. Tess helps Derek collar Tim. Kneeling before Vanessa, Michael asks her to spend the rest of her life with him.
Michael proposed to Vanessa. He was shocked and told him that it was a personal question in a public place. He got up off his knees and demanded everyone to leave. Vanessa stopped them and she told him that she loves him very much and the answer is yes. Everyone cheered then a horse and carriage came around, and Michael told Vanessa to get in, so they both did so and the carriage took off. Maria was leaving when Annie told her that she desperately needed to talk with someone. Maria told her that she really can't talk now. meg walks over by where Casey and Sarah are standing and she told them that she talked to Maria about Ben. Sarah made a negative remark about her and Casey gave her the eye. Sarah told him that she really doesn't like her (Maria ). so everyone leaves. Casey and Sarah start to, dance and Annie sits all alone.
Jude walks Caitlin back to her door and they says goodnight.
Casey and Sara went down to the pier and Casey told her that he wanted to do something that he has been thinking about for a while and he kisses her.
Ricardo got out of bed and called Antonio on the phone. He told him that he needed to see him because it was about Gabi. Gabi was coming in the door so Ricardo rushed back into bed. When she came and saw that he was sweating she wanted to call Tyus. Ricardo would not let her. Then he told her that she can't tell Antonio just as he come to the door. Then Ricardo requested that Antonio take Gabi out to the Banquet for the police station. Gabi didn't want to and the Ricardo asked Antonio to, step out side for a minute and he told her that she has o go and dance. So Gabi asked if it was a test and he responded yes. She took up her bag and headed for the door and he told her that he was going to get someone to watch them. After they left Ricardo called someone for the station and told them to keep an eye on Gabi and Antonio. Antonio gets into his car and was about to move off when Tyus knocks at the window.
Tim, Tess, and Derek:
Derek pushes Tim into this place and holds him at gun point, he attempts to shoot him. Tess stops Derek and told him that Maria was looking for him. That made him upset. So Derek was planning to kill Tim before he left and leave Tess with him until he returned. Tess refused and Derek gives her the gun and tries Tim up. Derek changes him clothes and leaves
Derek was in his office trying to open the safe. He could not get it open at first. Then Maria came in and she was mad. Derek told her that he was there all along. Maria told him that she came by 3 times before and he was not there. So he said that he got a flat tire on the way. Maria told him that he needs to say something when he is going to be away for so long. he got the safe open and gave her the diamond Watch. she was pleased. Maria told him that she talked to Meg, then she got a call saying the Benjy was having night mares. Maria was going to leave and she wanted Derek to come with her, but he told her that he had to stay a little while longer. Maria told him that she needed to talk to him tonight and she left.
Tim, Tess, and Derek:
Tim keeps telling her that she follows him and done what he says while he is sleeping with Maria and trying to get at Meg. This drives her crazy. Then he tells her that Sarah is coming because he told her (which was a lie) then he broke away, knocks her and the gun away, climbs up a wall. She fires her gun after finding it. He jumps through a hole, dropping down a shaft into water. Derek returned and the looks down and him floating in the water face down. Derek asked her what happened and she said that she killed him because she fired and he fell.
Back at the Park:
Jude returns to be with Annie they both drank liquor and he asked her about the job offer. she said she was busy.
Tess and Derek looked down at Tim in the water, thinking he is dead. Tess tells Derek that she shot him after he untied himself and made some lame excuse that Sara was there to rescue him. Derek wanted to go down and make sure Tim was really dead. When they got down there, Derek went to make sure Tim was dead. As soon as Derek touched Tim, Tim came up from the water and punched him. Derek hit Tess, making her drop the gun. Tim and Derek hit each other a few times and then Derek was left in the water and Tim got away. Tim then was trying to escape. He keep looking for a way out. Meanwhile back near the water Tess and trying to save Derek. She kept saying for him not to leave her now. Derek finally was revealed as still being alive. Derek went and found Tim. They threw punches back and fourth, and Tim finally locked Derek in a metal crate and sent him up. Tim went to go find Meg.
Meg and Casey and Sara all showed up at Surf Central at the same time. Meg told Sara she was going to leave them alone and she went in the kitchen. Sara and Casey followed her in. Then there was a blackout. Casey told Meg that him and Sara would go get some take-out and bring it back. After they left Meg feel asleep and had flashbacks of all the times he went to see her after committing to Maria. When she woke up and admitted to herself she was still in love with Ben.
When Tess found Derek, Derek blamed her for losing the gun. Derek was convinced that they were sunk because Tim had probably went to the police and told them everything. Tess told Derek she had a plan. She said that Tim went to Meg because Tim thinks Meg is in danger. Derek and Tess went to find Meg.
Sara and Casey were walking in the park and talking about how romantic Michael's proposal was to Vanessa. Casey said how there was one person for everyone, and he had found his match. Sara admitted she felt bad seeing Meg unhappy.
After Meg woke up she went into the kitchen to gets plates. Tim then entered the door and was yelling Meg's name but Meg couldn't hear him because he wasn't loud enough. Derek they entered and began to strangle Tim. Sara and Casey are about to enter in the door.