Kendall is looking down at Spike, who is lying in his cradle.  She tells him she'll make a deal with him.  If he goes to sleep she'll stay there and protect him all night.  She looks into space and says, "I love you Ryan."  She catches herself and says she meant to say Spike.  She gets flustered and paces the room.  She says it is true.  She loves Ryan, but she loves Zach too.  She asks Spike what his crazy mom is going to do.

Ryan is at ConFusion drinking with Annie.  Annie asks him why he has such a long face.  He dismisses her question and says he just wants to have a good time.  He suggests they go for a motorcycle ride but she says he'll never get her on his cycle.  She whispers something to him, and he says he would never do karaoke and that would never compare to cycling.

Amanda runs into Jonathan at ConFusion.  She says she's been up to her earrings in paperwork.  It's been crazy since Lily is gone, she says.  Jonathan says life has to go on without Lily.  They have no choice.  Amanda tells Jonathan to take a break.  He asks her to take a break with him.

Also at ConFusion, Di tells Jamie that Dixie never buried Greg Madden alive.  Jamie says his dad says Dixie is lying and has changed.  Di admits that losing Kate did change Dixie.  Jamie asks how much of Di's words have to do with his dad dumping her.  Meanwhile, Del goes over to Julia and hands her a jacket belonging to Jamie.  He suggests she give it back to him.  Julia wanders over to Di and Jamie, who snaps that he can handle his own problems.  They are over.  She hands him his jacket.  Jamie tells Di that she is right.  His father is lying and he's going to prove it.

In another corner of ConFusion, Jamal and Erin are having a conversation.  Jamal asks her on a date and she accepts.

Sydney is happy to see Colby and runs over and hugs her.  Then she stops herself and realizes that Colby has been hiding.  She calls her a lying, cheating bitch.  Sydney tells her what she's doing is evil.  Colby says she got so wasted the night of the party, and then crashed the boat.  She says the cops are after her to put her in prison.  Sydney tells her that her poor father is combing the ocean for her body.  Colby says he's better off thinking she's dead.  That's better than having a kid in prison.  Colby says she's dead and she's staying that way.

Josh and Babe are kissing in the small pool on the Fusion rooftop.  Downstairs, JR can't figure out where Babe is.  He calls her cell phone and hears it ringing as it's sitting on her desk.  He heads to the rooftop.  He opens the door and says Babe's name.  Babe is shown standing in the pool covering her naked body with a towel.  JR asks her why she's naked and where this pool came from.  Babe says the pool must have been for a photo shoot.  She's here because the air conditioning stopped working, she got hot, and got into the pool to cool off.  JR asks Babe where Josh is.  She says he left hours ago.  Josh is really hiding behind something nearby.  JR tells Babe that he wants to make love to her right now.  Babe sees Josh preparing to come out of hiding and loudly says "no."  JR thinks she is talking to him.  JR apologizes and says he didn't mean to come on so strong.  He tells her she's beautiful.  He tells her he loves her.  Babe says she can't do this right now and leaves.  JR follows.  Josh comes out from his hiding place.

Colby goes to the Chandler safe and tries to open it.  Sydney accuses her of robbery in addition to everything else.  Colby figures the combination has been changed and asks Sydney if she could get the new one.  She says she needs cash to get out of Pine Valley.

Kendall dreams that she is lying in her condo and Zach comes in and kisses her.  Then suddenly it's Ryan kissing her.  Kendall tells Ryan she can't love them both.  Ryan takes her hand and walks her outside.  She sees herself kissing Zach.  She says again she can't love them both.  Derek arrives and tells Kendall she won't have to.  Suddenly Zach is in an electric chair and Derek is flipping the switch.  Kendall calls out to him.  Then she wakes up.

Colby talks to Sydney about her sexual encounter with Sean.  She asks why people make a big deal out of sex.  She says it didn't feel amazing and wasn't even OK.  It was weird and depressing.  She says maybe she drank too much to get it.  She says when it was finished she wondered what the hell she just did.  She hears someone coming and begs Sydney not to reveal her.  She goes back into the tunnels.  Babe and JR walk in and see all the junk food that Colby had gotten for herself.  They ask Sydney what's going on.  Sydney spouts some long story, saying the food is hers.  Sydney leaves.

Jonathan and Amanda go to the Fusion roof.  He thanks her for being a wonderful friend.  She tells him she knows how much he loves Lily.  Jonathan says he's OK.  He kisses her and thanks her for caring about him.  He asks if them being friends with benefits still applies.  She kisses him and they have sex.

Ryan and Annie are playing a drinking game with shots.  She drinks one shot then stops, saying she's a lightweight.  She tells him she's going to miss him when she leaves Pine Valley, as she and Emma need to move on.  Ryan asks her not to go.  He says there are several reasons why they should stay.  Emma likes it here and he thinks she does to.  In addition, he doesn't want to lose her as a friend.  Jamal and Erin join them and urges her to stay.  Annie agrees to stay, telling them they are awesome friends.  Ryan tells her he's glad she's staying.

Babe starts to leave to go to bed but JR stops her.  He says he meant what he said when he told her he loved her.  He says he needs her.  Babe asks what has changed.  A few hours ago he didn't want anything to do with her.  JR says he was distracted because of his missing sister.  Babe protests that she's his wife, not his on-call hooker.  JR asks what got into her.  She says she'll tell him.  She says he has made her doubt herself and their relationship and it infuriates her.  JR apologizes and says he can't change who he is.  He says there is pain inside his heart and if he lets himself feel it, it will kill him.  Babe asks him what pain he's talking about.  JR says he has a feeling inside that he thinks is going to choke him.  He tries to numb it.  Sometimes he thinks it's going to take over.  He promises to do whatever it takes to fight it.  He tells Babe he never wants to lose her.  Babe says she had no idea he felt this way.  JR says he'll work to make sure he never closes her out again.  He says she put up with his BS and she never let him down.  Babe thinks about making love to Josh.  She tells JR to stop this.  She can't do this right now.  Babe tells JR she needs some time alone right now.  JR says he knows he messed up but he wants to make it up to her.

Josh goes to Kendall's condo and rants that Babe deserves so much better than JR.  Kendall encourages him to talk to his big sister.  He says just because they share DNA doesn't mean they're family.  Kendall apologizes for assuming that shared DNA meant they are family.  Josh warns Kendall about Zach and says she should get away from him.  Kendall tells him that she has warned Babe against picking JR over a catch like Josh.  She looks at him and says she sees pure Kane in his eyes.  She's realizing that he will do whatever it takes to get Babe.  He's planning on blowing up Babe's marriage.

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