Beth and Vicky talk about Beth's desire to emulate Connie, Jim's late wife. Vicky warns her against using Susan to get information about her adoptive mother. Later, Beth chats with Susan and finds out Jim fell in love with Connie when he watched play bad tennis. Susan is disappointed that Beth agrees Max is too old for her. Jim learns that Matt was the married man with whom Beth had a relationship. Things are awkward between them but they clear the air, when Matt assures Jim that he and Beth are only friends. Beth appears and pretends that she can't play tennis, knowing Jim will offer to teach her. Harley shares her worries about Susan with Phillip, not happy about Susan's friendship with Max. Susan arrives and wants to invite Max to her birthday party, but Harley refuses. Phillip believes this will make Susan want Max even more. Michelle learns that Bill was beaten up, and Bill assures her Danny wasn't responsible. Michelle warns him to stay away from Pilar, but Bill focuses on Michelle's love for Danny. Carmen talks to Ben and asks him to help her with her financial records, citing Danny's threat to expose the family's crimes to the IRS. Ben refuses to alter the records, but agrees to defend her if worst comes to worst. In return, he asks for a company under Carmen's control that could rival Spaulding Enterprises. He kisses Carmen and leaves. Carmen calls her henchman and tells him that Michelle is "as good as dead..." Pilar is upset that Danny gave up his life with Michelle in order to help her. Danny insists that he's not right for Michelle, but Pilar doesn't believe him. Bill arrives and Danny asks him to look after Pilar when he leaves for California. Pilar arranges for Michelle to walk in on Danny.