Dusty and Meg visit John Dustin Kasnoff's grave, and Dusty describes his deep feelings for the baby he delivered. Meg feels guilty and starts to tell Dusty the truth about the dna tests, but stops when he reaches out to her for comfort. Emily is horrified when Paul suddenly decides to tell everyone the truth about Jennifer's baby. Emily gives Paul a sleeping pill and leaves him to terrible nightmares. He dreams that Jennifer will never forgive him, that Craig is laughing at him, and next he sees Jen appear in his doorway.

At Byron's party, Gwen confronts Casey, demanding that he admit that he is her baby's father. When Gwen calls Casey "an evil, lying loser," Maddie surprises herself by jumping to Casey's defense. Gwen and Will go back to Iris's front porch, where Will tells Gwen that he now really believes that Casey was the father of her baby. They kiss, obviously falling in love. Maddie finds Henry drinking one glass of champagne after another in his guilt for helping Byron with his plan by locking Mike in the wine cellar. Byron reveals himself to Katie and asks her to change into a pink satin prom dress. When Katie tries to leave to change into the dress, she finds that the door is locked and becomes frightened, although she tries to play along with Byron's prom fantasy. Maddie tries the locked door while Mike finds his football uniform helpful in breaking out of the wine cellar. Byron starts to kiss Katie.

Jennifer heard shouting and entered Paul's apartment to find a very confused Paul. Paul tried to tell Jennifer that he was the reason she lost her baby, but Emily walked in just as he was trying to explain it and interrupted him, telling Jennifer that she'd given Paul a strong sleeping pill before she left and that he must be having a bad reaction to it. Jennifer said that explained the strange things Paul had been saying, like the fact that he'd seen Craig in the mirror and had said that he was worse than Craig. Emily got Paul alone and insisted that they needed to keep the baby's existence a secret from Jennifer. Jennifer left, and Emily emphasized to Paul that if he told Jennifer the truth now, he would lose Jenn, he'd lose Emily because they'd both go to jail, and she'd lose Daniel. Paul relented, and they made love on the couch.

Jennifer ran into Will at Java, and he sat down to chat for a few minutes and filled her in on his new relationship with Gwen. He showed Jenn a picture of the baby, which Jennifer looked at affectionately. Will apologized for talking about the baby when Jennifer was going through such a bad time in her life, but Jennifer told him she wanted him to be happy and to feel like he could share his new relationship with Gwen and the baby with her whenever he wanted to.

At BJ's party, BJ had Katie locked in his bedroom and tried to get her to kiss him. When she refused, he told her he loved her and always had. Katie tried to leave, but BJ pulled her back, and she fell to the floor; BJ got down on top of her, and Katie cried out that she couldn't breathe, so BJ moved away and tried to help her up. Downstairs, Maddie told Mike that BJ is actually Byron Glass, from Katie's high school days, and said she thought that Katie was in trouble up in BJ's bedroom. Henry gave Mike a key to the bedroom, and Mike opened the door to find BJ grabbing after Katie. He pulled Katie out of the way and punched BJ in the face, then stormed out with Katie. When Henry and Maddie saw the shape Katie was in when she left with Mike (different clothes than she'd been wearing when she arrived at the party, distraught expression), they realized something awful had happened with BJ. BJ tried to explain to Henry and Maddie that he was only trying to reconnect with Katie, and he asked Henry and Maddie not to quit their jobs. Henry agreed that they would both continue working for BJ. BJ told Henry that "Rome wasn't built in a day," meaning he intended to continue to pursue Katie. BJ went to his room and smashed the disco ball hanging from the ceiling.

Mike comforted Katie back at the cottage and told her that she wasn't to blame for this and that they'd go to the police tomorrow to file charges against BJ/Byron.

Gwen and Will were kissing on the porch when Iris came out and demanded that Will leave because he was a murderer and a psycho. Gwen told Iris that Will had been released from the mental hospital because the doctors considered him to be well again and that he was welcome at the house whenever he wanted. Gwen and Will expressed their feelings for one another and their commitment to be there for each other. Will left, and Gwen reiterated to Iris that she wanted Will in her life. Iris tried to warn her about bad men by making a reference to Ray Tenney, which caused Gwen to ask questions about her real father. Iris wouldn't say much except that he was bad news and that she'd wanted Gwen away from him so much that she'd staged the whole "what have you done to my beautiful boy" thing with Carly just to make that happen. Iris left soon afterward, saying she'd be back in a couple of hours.

Jack and Carly talked about Halloween and what the kids had gone as (the boys went as cops, Sage as a carrot); Carly had meant for Rory to go as a pea pod so that Sage and Rory would be peas and carrots. Carly found a toy of Rory's that she said he depended on to go to sleep without fussing, and she wondered whether she should go return it. Carly expressed her concern that she'd be convicted of assaulting Gwen and that with Jack being suspended from his job, they might lose custody of their kids. Jack tried to reassure Carly that this wouldn't happen. Later, Jack asked an old FBI buddy for a job, after explaining why he'd been suspended from the Oakdale Police Department. The FBI buddy told him they did have someone they'd been watching who just moved to Oakdale.

Carly brought the baby's toy to Iris's house and gave it to Gwen, and Gwen asked her to come inside. She asked Carly about their dad, and Carly said Ray had been stubborn, would get real mean when you pushed him, and would try to make things seem like your fault if you tried to defend yourself. Gwen said that sounded familiar, and although Carly assumed she was talking about her, Gwen said she was talking about herself. The two of them seemed to "bond" somewhat over that observation. Gwen left the room and Carly got a call on her cell phone from Jessica, who told her that her trial was going to be soon. Carly told Gwen what the call was about, and Gwen became suspicious that Carly had only come over to try to get her to drop the charges against her. Carly said Gwen needed to do whatever she wanted to do about that, and she started to leave. Gwen called out as she was leaving that next time, Carly should call before she came over (which at least implied that there will be a next time for Carly to visit the baby and Gwen). Carly said she would do that, and she thanked Gwen.

Lily, Holden and Luke return to Memorial Hospital with the devastating news that Luke needs a kidney transplant. Lily is confident, given that she is Luke's mother, that she will be a match. Later, Lily is shocked when Keith enters. Lily insists he leave but Keith is adamant that he wants to help. But, Holden warns Keith not to try to use Luke's health crisis to get close to Lily and Keith finally goes. Later, Lily and Holden return to Luke's bedside and learn that Lily is not a donor match. Mike calls Jack, looking for advice on how to deal with BJ. Jack explains that he's on leave from the police department, but knows that BJ can't be arrested, simply for having a serious crush on someone. Meanwhile, Katie goes to Kim to quit but is stunned when she realizes that a signed contract can prevent her from quitting. Later, Mike is not happy when Katie comes home with the news she didn't quit. But he agrees to support her and pulls her into a hot kiss for a romantic good-bye before she leaves on her press tour. Meanwhile, Jack reconnects with his FBI contact, who says he wants Jack's help in keeping tabs on a BJ Greene. Iris is not thrilled when Will shows up again and tries to get rid of him by lying that Gwen is busy with the baby. But, when Gwen appears at the door, she is clearly thrilled to see Will. Will brings a black leather jacket for the baby, and flowers for Gwen who's deeply touched, leaving an eavesdropping Iris to gag. Then, Will talks about a new place for Gwen to live. After Will goes, Iris tries to talk Gwen out of it but Gwen shuts her down when she says she won't get a penny of the baby's trust fund. Meanwhile, Will meets with Hal who cautions him to be careful with Gwen. Hal reveals that Paul was footing Gwen's legal bills and a stunned Will returns to Gwen to demand the truth.

Lily makes an appeal on WOAK for a kidney donor for Luke. People respond, but still there is no match. The doctors tell Lily and Holden that nothing can save him now except a new kidney and if they don't get one soon, he is lost. While Holden goes in to be with his son, Lily says she needs to get some air and sneaks out to meet up with Keith. Upset Will confronts Gwen about taking money from Paul and not telling him. Gwen tries to explain how desperate she was, but when Will hears that Paul wanted her to leave town, he feels even worse and leaves. A pleased Iris sees the fight and tries to make Gwen see that she is the only one who can help her, but Gwen rejects her. Meanwhile, Paul takes Jennifer to BRO to pick up some stuff so she can begin work on their new company. But, while Paul has gone to the basement, Dusty appears. At first, Dusty assumes she's come back to work with him, but Jennifer makes it clear she's leaving Street Jeans for good. Dusty makes an appeal to get her to stay until Paul returns and the two men have it out. Meanwhile, Will arrives to question why Paul was so anxious to get Gwen out of town. Paul tries to get Will to shut up in front of Dusty, but Will says his piece and storms out. Dusty pretends to be too busy working to be paying attention, but is tweaked. Paul leaves with a final warning to Dusty to stay away from Jennifer but the minute he's gone, Dusty calls Jennifer and says he needs to speak to her about her brother.

Lily called Keith and went to meet him to talk about Luke's condition. She told him how desperately Luke needed a kidney transplant and asked him if he could help them find a kidney. Keith said he had quit his job transporting organs and that he had made the people he worked for mad because of that, but he agreed to see what he could do to find a kidney. He asked Lily how far she was willing to go to get a kidney, including illegally obtained organs, and Lily said she was not going to let her son die, that she'd do anything to get Luke a kidney, and that she didn't care how Keith got one. Keith asked her if she'd told Holden she was meeting with him, and Lily said no, that she would tell him later. Keith suggested that sooner would be better than later.

Holden and Meg talked at the hospital about the fact that neither Josh nor Iva had turned out to be a match for Luke's kidney transplant, and they discussed Luke's current condition, which was deteriorating. Meg left, and Lily returned from her conversation with Keith. Luke became delusional again, and the doctor said the only thing they could do was find a kidney immediately; there was nothing more that could be done for Luke. Lily's cell phone rang, and it was Keith; she told him she'd meet him in 10 minutes, then she lied to Holden and told him she was going back to WOAK to make another on-air appeal. Holden stayed with Luke, telling him that they'd get to the baseball playoffs together, and crying quietly by himself.

When Lily found Keith, he told her he had found a kidney that was a perfect match in El Paso, that it was a legally obtained organ, and that it would be available in about 12 hours. Lily wanted to rush back to the hospital to tell the doctors, but Keith asked if she'd told Holden yet. She said no, and then Keith told her that since he had done this for her, there was something he wanted her to do for him: marry him.

Jennifer came to Street Jeans to see what Dusty wanted, and he told her about Paul having paid Gwen's legal bills in an attempt to get Gwen to leave town with the baby. Jennifer said she already knew about that and that it was a misguided attempt by Paul to protect her feelings. Dusty told her that Paul doesn't do anything unless there's something in it for him, but Jennifer reacted angrily, saying that Paul would never hurt her intentionally and that Dusty had the wrong idea about him. She told Dusty she thought his own feelings were misplaced, that by trying to continue to rescue Jennifer, he was avoiding the loss he was feeling regarding her baby. He acknowledged that every day, he felt bad about the baby and what had happened, and Jennifer said they both needed to deal with that but separately.

Dusty left and went to Yo's, where he ran into Meg and a friend of hers. The friend left, and Meg and Dusty shot a game of pool, which led to an intimate moment between them. Meg asked Dusty if this was about Jennifer again, but he said it didn't have anything to do with Jennifer. Meg told him to make her believe that, so he said he'd do that if she'd come back to his place with him. They left Yo's together.

Carly approached Will at Java, despite his attempts to get her to leave him alone. She told him that he was her last hope, that she needed him to try to persuade Gwen to drop the charges against her --- not for her sake, but for the sake of her children, including Will's brother, Parker. Will told her that he had broken up with Gwen that same day, so he wasn't in a position to help her even if he wanted to. Carly urged him to try to make up with Gwen, telling him that she thought they were meant to be together. Will questioned her motivation for saying that, but Carly said it had nothing to do with her situation, just the fact that they seemed so good for each other and that she thought Gwen needed Will in her life.

Carly walked away, and Iris came in and went up to Will. She threw the baby jacket Will had given Gwen on the table and told him Gwen didn't want the baby to have it and didn't want to see Will again. Will didn't believe her and told her so, but Iris insisted that Gwen wanted Will out of her life. When Will continued to refuse to believe that Gwen had sent Iris to talk to him, Iris told him that she was Gwen's mother and knew what was best for her and that neither Gwen nor the baby needed Will in their lives. Carly overheard most of the exchange between Iris and Will and left Java quietly.

Carly went to Iris's house and waited until Iris returned home; Iris left again to go buy some spaghetti sauce. When she walked away, Carly rang the bell and told Gwen that she was there to try to help her. She then told Gwen what Iris had said to Will at Java; Gwen couldn't believe it, but when Carly mentioned the baby's jacket, she realized it was missing and that Carly was telling the truth. Iris returned, and Carly told her that she was finished messing up her life and Gwen's life.

Will walked into the Street Jeans office looking for Paul but found Jennifer instead. He told her why he was mad at Paul, but Jennifer told him she didn't think Paul had been trying to protect Will; he'd been trying to protect Jennifer when he tried to get Gwen to leave town. Will said someone in his family was always making his life miserable, and Jennifer said the two of them could change that, and that they should start by taking a road trip together to whatever colleges Will was considering attending.