The episode begins and Max and Naomi are at a therapist’s office getting some marriage counseling. The therapist realizes Naomi is trying to run Max’s life and says Max needs to be able to make his own decisions. “Naomi I suggest you spend some time focusing on yourself” the therapist says. Naomi agrees to take the therapist’s advice, although she doesn’t look very convinced. Teddy on the other hand tells Silver that his lawyers are drawing up a petition to destroy the embryos. Liam at home is busy taking care of Annie, who is back from the hospital and is recuperating. Dixon later arrives to meet Annie and she tells him that Riley has basically confessed to falling in love with her.
She really likes Riley but doesn’t know if she wants to get serious. Annie feels Riley is on a family vacation, but Dixon tells her the truth that he is at the San Jose Spinal Centre, and has gone there for experimental spinal surgery. Dixon adds that Riley decided to take this step because he felt; Annie wasn’t taking their relationship seriously because of his handicap. Annie feels really guilty on hearing this and calls up Riley, but he doesn’t pick up. She then calls up the spinal centre and finds out Riley is already prepping for surgery. She lies to the hospital official that she is calling from the insurance company and lies that his insurance doesn’t cover the surgery.
She tells Dixon, Riley can’t get the surgery till, she talks to him. She asks Dixon to drive her to the spinal centre. Dixon on the way to the spinal centre tells Annie he is frustrated at the fact that Megan isn’t allowing him to help her with her college tuition, which she is unable to afford. He mentions that Megan might have to move out of LA for this very reason. He says he really likes Megan and doesn’t want her to leave. Naomi is getting bored and hence pays Silver a visit. Silver tells her that she isn’t going to be a mom, as Teddy has changed his mind. Naomi tells Silver she has been offered the job of organizing a kid’s beauty pageant and asks Silver to help.
Silver agrees. Naomi invites Adrianna to perform at the pageant. Megan tags along with Adrianna as her manger, as per Dixon’s instructions. Turns out, Megan will accompany her in all her gigs till Dixon is back in town. Megan does a good job of managing Adrianna and she seems apparently impressed. Navid on the other hand is trying to get into an exclusive student group called Cronos and approaches a guy named Campbell, who is a part of the group, to make that happen. Annie arrives at the spinal centre and goes to Riley’s room. “I love you” she tells him the moment she sees him. She says he doesn’t need to get the surgery because of her, as she loves him the way he is. Riley says he already had the surgery.
He clarifies that experimental surgery isn’t covered by insurance, so her call didn’t help. “I love you too” he then tells her and kisses her. At the kiddy pageant, Naomi meets her old boss and has a talk with her. She as a result realizes that she should have focused more on her career, when she had the opportunity. Navid in the meantime is helping Silver make corsages for the pageant. Silver in the middle of it breaks down and says she is trying to be fine, but can’t come to terms with the fact that’s she won’t be a mother. Navid says he knows Teddy backed out, but they can find someone else. Silver says she can’t, as the doctor has said she can’t do another IVF, as the hormones could kill her. “Does Teddy know that?” asks a shocked Navid.
Turns out, he doesn’t, but Silver doesn’t want to tell him, as she feels she has wronged Teddy enough. At the hospital Dixon apologizes to Riley for telling Annie the truth. Riley isn’t angry as he feels Annie’s heart was in the right place and adds that “sometimes the end justifies the means”. What Riley said apparently made a lot of sense to Dixon. He therefore decides to help Megan, despite her specifically asking him not to. He calls up Megan’s college and sets up an anonymous scholarship for her. At the pageant, Megan gets a call about the anonymous scholarship and is overjoyed.
She tells Adrianna about it. Adrianna on her part apologizes to Megan for being such a “bitch”. “What happened between me and Dixon has nothing to do with you” Adrianna says. The two, apparently seem to be warming up to each other. Navid arrives at Teddy’s and tries talking to him about Silver. Navid tells him about Silver’s medical issue, because of which this is her last chance at having a baby. Teddy looks worried on hearing Silver’s issue. Max on the other hand arrives at the pageant and tells Naomi he wants to go back to college at MIT, to join a program he likes. Naomi isn’t at all happy to hear this and the two get into a huge fight. Teddy arrives at the pageant and tells Silver he talked to Navid.
He says he doesn’t want to take away Silver’s one chance to have a baby. Silver is relieved to hear this and thanks him. Teddy says he is still angry with her, but can’t be as horrible to her as she was to him. “Just be at my lawyer’s office tomorrow” he says and leaves. Adrianna finds out that Dixon is the one who paid for Megan’s college tuition. Liam starts a fight club of his own, by asking the members of Cronos to join him. Liam steps into the ring for the first fight, with one of the members. This in turn also gives him the opportunity to vent some of his pent up anger. After the pageant Dixon meets Megan and she tells him about her scholarship coming through. Adrianna arrives and lashes out at Megan.
She feels Megan deliberately got her to perform at the pageant, so she could earn her the tuition money. Megan doesn’t realize what Adrianna is talking about. Adrianna clarifies that she talked to their accountant who told her about the scholarship Dixon set up. Dixon tries to calm her down but Adrianna is in no mood to listen to his justification. Megan too is really angry and makes it clear to him that she shall turn down the scholarship and move out of LA. Annie on the other hand gets a call from the spinal centre informing her, a clot passed into his lung and Riley as a result has passed away. Max apologizes to Naomi for earlier. He says he loves her but doesn’t know if it’s enough.
The two confess to each other that they are both acting like kids and can’t seem to be able to figure out what they should really do, with their relationship. A disconsolate Annie calls Dixon over and in tears tells him that Riley has passed away. Next Day, Campbell informs Liam and Navid that they have been accepted to the Cronos Society. At the lawyer’s, Silver finds out that Teddy wants a third party as a surrogate. In other words, he doesn’t want Silver carrying baby. Silver is shocked, as she is doing all of this because she wants to carry her own baby. Max in the meantime sets Naomi free, so she can pursue her dreams. The episode ends at this point.