On the verge of falling asleep, Jennifer tries again unsuccessfully to call Will to tell him about her upcoming wedding and baby. Dusty calls and demands that she come in to Street Jeans immediately, but Mike puts Jen to bed and goes to the office and tells Dusty that he must be considerate of Jen's pregnancy. As soon as Mike leaves to go home, Dusty turns to his computer and begins to search for fashion designers in Oakdale. Dusty picks the phone up and calls Carly and leaves a message for her.

At Yo's, Casey tells his parents that Celia has left after he accused her of ruining Will's life. Margo and Tom take Casey home, and there Margo advises Casey to forgive Celia for disappointing him, reminding him how happy she and Tom are now that Tom has forgiven her. Casey calls and leaves Celia a sweet message. Someone is in the bushes watching Casey. On the rooftop of Yo's, Celia finds Will standing on a ledge. Will tells Celia that he is angry at her for telling Alison that Will trashed her apartment. He convinces Celia that he did not mess up Alison's apartment, and explains that Alison was his only real friend. Celia is genuinely sorry for her mistake and insists that she will tell Alison that she made a mistake about Will. Will and Celia find that the loneliness each of them feels has created a bond between them. Celia promises to tell no one that Will was having suicidal feelings, and in return Will promises to confide in Celia if he feels lonely and sad again. Celia leaves in time for her brother to pick her up.

Outside the 50's dance, Keith is confronted by Vin, who demands money. Lily walks up before Vin leaves, and finds that Keith is so agitated that she takes him home. At home, Lily and Keith kiss, but Lily stops when she remembers seeing Vin earlier in the evening at Yo's. Lily wonders if Vin is trying to get at her money in some way, but Keith brushes her worries off and leaves the house. Vin is waiting on Lily's front porch, where he threatens to tell Lily who Keith really is. As Lily locks her front door, she sees Keith having the unpleasant conversation with Vin. Meanwhile, Lucinda is having a drink with Holden and tries to persuade him to move back

Dusty looks at Carly's portfolio and is very impressed. He hires her to work at Street Jeans on the spot. Carly wants to talk to Jennifer before she agrees to start, but Dusty assures her that Jennifer is "on board." He tells Carly that Jennifer has her hands full planning a wedding and having a baby, so she needs help with Street Jeans. Carly agrees to work with them just as Jennifer walks in. Carly tells Jennifer how pleased she is that Jennifer is getting married and having a baby, but Jennfier is not very excited to find out that Dusty has told Carly everything. When Carly leaves to do some errands, Jennifer asks Dusty what Carly was doing there. She is furious when he tells her that Carly has been hired to work with them because Jennifer needs help. Jennifer refuses to listen to Dusty and when Carly returns to report to work, Jennifer tells her that she didn't hire her and never will.

Holden goes to Lily's to apologize to her for his behavior at the dance the night before. He realizes he reacted as a "jealous husband," a phrase that surprises Lily. He tells her about his and Lucinda's suspicions and pleads with her to be careful, to take things slowly, unlike his relationship with Julia. She agrees to be careful and take things slowly and tells him that she is trying to come to grips with the knowledge that their marriage is over. The doorbell rings and Holden answers it - Keith is standing outside with a bouquet of flowers for Lily. Holden apologizes to Keith, as well. Lily invites Keith inside but she cannot forget what she overheard between him and Vin outside her door the night before. Keith leaves and Lily calls Carly and asks her to come over to talk right away. When Carly arrives, Lily admits that she has misgivings about Keith, that she thinks there are things that Keith is hiding from her. Carly tells her that she does not want things to be over between Holden and Lily, but if they are, and Lily is interested in Keith, she must be honest with him. Lily goes to Keith's with a basket of food, but finding that he is not home, she starts to snoop. When she opens the desk drawer, she finds a diamond ring. When she reads the inscription, she realizes it is Julia's engagement ring.

In the lobby of the Lakeview, Keith sells his watch for cash to a very seedy looking character. He turns around and sees Vin, who tells him he wants the rest of what he is owed by the end of the day. Keith is not happy when he sees Holden in the lobby and reacts very aggressively toward him, telling him that he knows the apology Holden made to Lily was for her sake, not his. Holden is surprised by Keith's anger and tells him that he isn't following Keith, but is there for a business meeting. Keith seems a little ashamed of himself when Holden leaves for the meeting. Keith leaves to go home and puts his key in the door where, inside, Lily has just found Julia's ring.....

Celia meets Casey at Al's Diner, and he asks if they can get back together. She agrees, and he asks her to the prom. Will drops in on them, acting very strangely - when he sees them together, he leaves as soon as he arrives! Later, when Celia runs into Will, instead .of worrying about him and coddling him, she tells him to quit feeling sorry for himself. He is surprised! Celia, however, had better be careful. She left Casey alone at the diner, and their waitress - who seems to keep her eye on Casey wherever they go - sits down and tells him they need to talk.

Keith arrives, startled to find Lily, who covers by saying she stopped by with dinner. He surprises her by saying he thinks he's falling in love with her. After, Keith receives a phone call from Vin. As Lily overhears, Keith tells Vin he's on his way. Keith grabs the diamond ring and takes off for the docks, unaware that Lily is following. Once there, Lily watches Keith give the ring to Vin. Suddenly, she's grabbed from behind! Katie enlists Henry and Alison to help her prepare a lavish engagement party for Mike and Jennifer to get back into their good graces. Meanwhile, Jennifer outlines her reasons for not wanting Carly to join Street Jeans, as Carly defends herself. Both women turn on Dusty and explain that the situation is impossible. Dusty insists that Carly's staying and it's Jennifer's choice whether she stays or goes. Stunned, Jennifer chooses to stay and goes home to Mike to vent. Mike and Jennifer end up arguing over the role of pregnant women in the work force when Katie enters. A frustrated and sarcastic Jennifer announces that they're fighting - and Katie is finally getting what she wants. Meanwhile, Carly is alone in the Street Jeans office, getting ready to leave when she has another hallucination of Les. Celia tells Will to stop being such a drama queen and to move on with his life. Later, Will and Alison share an awkward exchange at Metro. Meanwhile, Gwen tries to have a serious talk with Casey about something mysterious but he's distracted. Later, Celia suggests she and Casey double with Will at the prom. Casey insists she stop trying to make things better for Will. After, Gwen confides to Celia that she'd like to make things right with Will. Later, two mean girls saunter in and start giving Celia a hard time. Gwen seizes the opportunity to score points with Celia and dumps a tray of milkshakes on the mean girls' heads.

Carly imagined that Les was coming into Street Jeans and grabbed a knife to protect herself only it wasn't Les, it was just the maintenance man. Carly explained that she was scared because she wasn't use to being there at night alone. The maintenance man said he would start working at the other end of the hall and would tap on the window with his broom when he wanted to come in. Jack appeared at the door and wanted to know what was going on. Carly said nothing was wrong and told Jack about the job offer. Jack wasn't sure that Carly was up to it because he suspected that she was spooked by the maintenance man. Carly told Jack that she needed a diversion and the job would be a good diversion. Carly asked Jack why he didn't want her to take the job. Jack felt that Carly only took the job because of Les. After pleading with him, Jack finally agreed to let her work at Street Jeans.

Gwen tossed milkshakes on the two girls who were harassing Celia. Afterwards, Celia and Gwen were enjoying a good laugh when Gwen's boss came up and told Gwen she was fired. Celia quickly stood up for Gwen and took the blame for the spill. Gwen's job was saved and she thanked Celia for defending her. Gwen also told Celia to watch her back because Celia was dating Casey. They also talked about Will and Gwen asked Celia to tell Will she was sorry. Celia had another idea. Celia wanted to get Will and Gwen together again so she asked Gwen to hang out with her and Casey. What Celia didn't know was that Gwen was interested in Casey. Later, when Casey found out, he wasn't happy about Gwen hanging around with them.

Katie entered Mike's house not knowing that Mike and Jennifer were home and fighting. Jennifer accused Katie of being there so she could get Mike back. Mike wanted to know why she was there and didn't believe Katie when she told them. Katie apologized and told them about the surprise. She quickly wanted to leave but Jennifer stopped her and asked her if she was still in love with Mike. Katie said she wanted to rid themselves of the strain between them and assured Jennifer that she was in love with Henry but yes, she was still in love with Mike. Katie said that she would always have feelings for Mike but knew that he was happy with Jennifer. Jennifer had the last word and, after leaving the key on table, Katie left. Katie went back to Metro, cancelled the party and wept in Henry's arms.

As Lily was following Keith she was confronted by a Mr. Kovak. When she started to yell, Keith came around and tackled the guy to the ground. Lucinda rushed up and told Keith to let him go and that Mr. Kovak worked for her. Kovak was extremely mad and told Lucinda where to send the check and left. Lucinda told Lily about all of Keith's gambling debts. All Keith could do was to agree. Lily asked to speak to Keith alone and demanded that Lucinda leave. Lily was really mad and yelled at Keith. Keith didn't put up a fight and left Lily standing alone. Lucinda approached Lily and told her she was sorry but she couldn't stand by and watch Lily get hurt again. Lucinda wanted Lily to come home with her but Lily chose to go home alone and left Lucinda who started to cry.

Mike and Jennifer arrive at Metro and discover that Katie had planned a surprise engagement party for them. Katie explains that she is in the process of canceling the party and says that she had gone to their house to get a picture of the happy couple for her collage at the party and didn't want to ruin the surprise when Jennifer and Mike asked why she was there. Suddenly, guests begin arriving --- Hal and Emily, Barbara, Paul, Will, Bob and Kim, and Nancy. Paul points out to Jennifer all the hard work Katie put into hosting this party, which makes her feel bad; she wants to go talk to Katie, but Mike tells her to let him handle it.

Nancy asks Alison how Aaron is doing, and Will overhears the conversation. Emily asks Will if things are okay between him and Alison, but he tells her to ask Alison. He then announces that he has a date for the next day, which Barbara sounds happy to hear about. Barbara asks Paul when he's going to start dating again. Jennifer apologizes for having asked Barbara to plan the wedding in the first place, and Will angrily tells her she shouldn't have done that and wants to know why they're all acting like a happy family. She realizes they haven't told him about how Barbara got rid of Craig yet, and he says that's not surprising given that they didn't tell him about the pregnancy or wedding, either. Jennifer apologizes to Will and sits him down to fill him in on all the background story.

Meanwhile, Mike leaves Metro with Katie (which Barbara notices) and takes her back to his house to look through photos to replace the one she had planned to use as the centerpiece of the collage. They find the perfect picture, and then they discuss their feelings, with Katie saying she should never have thought Mike would still be pining for her when she returned from Europe and that she shouldn't have lied to him when she came back. Mike tells Katie that he still loves her and probably will always love her because of what they shared in the past. He says he thinks they're lucky because they each loved someone enough to let them go and still keep loving them. They both apologize for their past mistakes.

Back at Metro, Emily corners Paul and tells him she, too, thinks he should get back in the dating game, but Paul says there are 2 groups of people (those who are meant to love and be loved, and those who aren't) and that he's in Group B and likes it there right now. Nancy Hughes tells Henry that marriage obviously agrees with him. Barbara interrupts to say marriage apparently causes amnesia about things like the fact that Katie and Mike were once ready to walk down the aisle together. Nancy tells her that's history and everybody is satisfied with their current partner, so they shouldn't dwell on what never was. Barbara asks Henry if he knows where Katie is right now. Mike and Katie return to Metro, and Jennifer asks how things went with Katie. He tells her things are fine and that they will be able to save their friendship; they kiss. Then, Paul offers a toast to the happy couple, saying "Here's to you, Jennifer and Mike and the little one on the way: all of our love from us to you. Congratulations!"

Barbara bumps into Katie at the end of the engagement party and warns her that her involvement with the wedding is entirely inappropriate.

Mike and Jennifer relax back at their house, when suddenly, Jennifer feels the baby moving. Not only that, but when Mike puts his hand on her stomach, he feels the baby moving too. He calls it "amazing" (and it truly is, given that Jennifer is not even showing yet).

Craig is in Bangkok (apparently) at some type of gambling/prostitution establishment, where he is to meet a man named "Q," from whom he is hoping to obtain a fake passport. After Craig wins a poker game or 2, he overhears a woman yelling, "Let me out of here!" When he asks Q about it, Q brushes Craig off. Craig begins to act like he's interested in hiring a lady friend, especially a feisty one like the one he heard yelling, who he could tell was an American. Q suggests Craig return to his poker game instead, which he does. After that game, Craig tells Q he might like a massage, perhaps with the "new girl," but again, Q discourages the idea. However, Craig looks over in time to see the door to the next room open, and through it, he sees Roseanna. He tells Q that he thinks he'll play a few more games of poker before leaving.

Lucinda meets up with Holden at Al's, where she tells him about her run-in with Lily and Keith and about Keith's gambling debts to the Mob. She then receives a phone call in which she finds out that Jessica believes Les Sweeney is not guilty of Julia's murder, so Jessica is going to ask the judge for a continuance on the trial. Lucinda points out to Holden that this means that Keith will want to stay in town for the next month. Holden leaves, saying he is going to do something about that, because Keith "isn't staying anywhere near my kids."

Lily stops Keith from leaving, telling him he owes her some answers as to why he didn't tell her the truth about his money problems. Keith says if he had told her up front, she would have looked at him the way she was looking at him right now, and that it's not like this has never happened to him before. Keith tells Lily that a couple of years ago, he and Julia had fights and that he should have been there for her, but he wasn't; then Julia left with JJ, and he lost the 2 most important people in his life. After he found Julia and JJ again, he "goofed that up" too. Once he met Lily, he thought he might be able to make a new start, but after he lied to her, he figured he wouldn't be able to work things out with her. Lily tells him that's not necessarily true. Keith, however, says they'll always have the problem that he's no angel and Lily is practically perfect in every way. She tells him she has a past in which she's made bad decisions out of desperation or loneliness. She kisses Keith passionately, and Keith proposes that they leave town for a few days, to get away from her family. She agrees to go. He tells her he'll go get an airplane and take her someplace tropical.

As he's leaving, Holden arrives, saying it looks like Keith is saving him the trouble of throwing him out. Lily says she promised Keith he could stay until Les's trial was over, and Holden informs her that it's been postponed for about a month because Jessica thinks Les is innocent. Keith insists that one way or another, Les will pay for what he did. He leaves, and Holden tells Lily he doesn't want Keith around the kids; she says he won't be, at least for a few days, because they'll be leaving town together. Holden says he can't wait to hear why she's leaving her kids to run off with some mobster. She says he's not a mobster, and she's not leaving the kids, that Holden can watch them for a few days, to have the extra time with them he's been wanting. He tells her he'll watch after them just like he's done every other time she's run off and done something crazy.

Keith goes to the police station and confronts Tom about the continuance. Tom says there's nothing he can do about it but that they'll convict Les sooner or later. Keith then sees Les in the squad room, and Les taunts him about the judge knowing that Keith has been setting Les up. Keith tells him if it's his word against Les's word, Keith will win, because he can be very persuasive.