At the warehouse party, Nico steals the drink Blade offered to Lizzie and downs it, reminding her she's under house arrest and shouldn't be hanging around with guys like Blade. Knowing there is Delirium in the drink, Blade and his friend watch Nico from across the room as he slowly feels its effects. Sweating, Nico tells Lizzie that Blade and his friends were the ones who sabotaged Marah's fashion show and stabbed him in the alley. As Lizzie responds, Nico has trouble listening. He zones in and out and can't fight the urge to dance. Flying high now, Nico notices how beautiful Lizzie is and asks her out. She admits she likes him but notices something is wrong when Nico sits by the wall and says the music is coming out of his chest and the walls are moving. Blade assures Lizzie that Nico is fine and drags her to the dance floor. Angry, Nico rushes Blade and warns him to keep his hands off Lizzie. Blade and his friend open a back door and throw Nico out, telling him not to fight the drug in his system. He realizes there was something in the drink meant for Lizzie. He lays in the alley, having trouble breathing as Lizzie goes to him and calls her chauffeur to take Nico to the hospital.

At the Valentine's dance at the Country Club, Beth and Alan assume Lizzie is still next door at the teen party, having so much fun she forgot to check in. They agree to give her more time. Eventually, however, Beth is fed up and goes next door to find her daughter.

Edmund is slightly annoyed at Cassie's dance with Jeffrey, but happy he is willing to help her in the fight against Delirium.

Marah desires a repeat of New Year's Eve with Jeffrey - "no strings attached." Jeffrey agrees that a "break from reality" sounds appealing, admitting he does want to be with her. As they are about to leave, a waiter tells Marah there is a message for her in reception. Michelle is elated that Ed came to her benefit, but cuts their dance short when she, too receives word there is an urgent message waiting in reception: Marina needs their help at the museum. Marah is afraid Carrie has gone after Marina and Shayne so both leave for the museum. Michelle tells Ed the hospital needs her and Marah tells Jeffrey Remy locked himself out and needs her key. He takes it as a sign and bails on their night together. At the museum, Marah and Michelle find Marina and Shayne are fine, having spent a romantic evening together. Marina never sent them that message.

A country club waiter offers Billy his old favorite - bourbon and Coke - saying it's from "the lady." He refuses the drink and searches the room but she is nowhere to be found. He goes outside, spooked. He is joined by Ed who swears a strange woman has been staring at him all night.

Alexandra is thrilled to see Buzz smiling and having a good time. He thanks her for not pressing him about his current dilemma and promises it is almost over. Carrie asks for a dance with Buzz. Alex can't say no after Carrie tells her they met once in Paris at a Spaulding shareholders ball and Alex was just so elegant. Carrie is impressed with Buzz's dancing and tells him she's been waiting almost thirty years to meet him. Before he can respond, she is gone. Buzz takes Alan outside where he tells Ed and Billy that the person they've been looking for found them first.

Josh is concerned that Jeffrey O'Neill is too old for his daughter. Reva says it's just a "passing fancy,"- at least Jeffrey is the DA and not a mobster like Tony was. The idea comforts Josh - "He can keep Marah safe." Carrie interrupts their dance, saying she's a big fan of Reva's show. Reva takes her hand and comments on her unusual ring. She sees the stone start to blur like the static on a TV screen and eyes Carrie suspiciously when she steals Josh for a dance. Carrie tells him she came to the dance just to see him. They have something in common - Marah. She explains that she's had many conversations with his daughter... about Cutter's Bridge. Josh realizes Carrie is the person they've been looking for.

A worried Lizzie brings Nico into the emergency room and Lillian is on duty. Lizzie claims she found Nico wandering around. Rick examines Nico. Lizzie tells Rick that one of the guys put something in her drink. Lillian calls Danny to the hospital. Danny is surprised by the reason Nico was brought to the hospital and calls Michelle to inform her. Lillian cautions Beth about her anger with Lizzie. Nico won't tell Danny who spiked his drink. Lizzie worries what might have happened to her if she had ingested the drug. Nico thanks Lizzie for sticking around and watching his back. Danny is angry about what happened to Nico. Michelle realizes that Carrie wanted her and Marah away from the club. Carrie arranges to meet Josh and the others at the old tree by the third hole. Josh reports what Carrie told him about meeting Marah at Cutter's Bridge and Alan says it's time to talk to her. A curious Reva asks to see Carrie's ring but she needs to get outside. Reva and Alexandra realize the Josh and Buzz have disappeared. They are surprised to find the five men together. The girls rush back in to the party, terrified that Carrie has struck, but soon spot the men and assume everything is fine. Josh, Billy and Alan slip away from the party. Reva asks Marah about Jeffrey; Marah says there is nothing to tell. Shayne notices the strain between Marina and Buzz. Grateful Michelle thanks Ed for coming. Carrie announces to the men that she's been watching them every since the night they left poor Maryanne to drown in that river. Marah is horrified when she learns that Carrie danced with Josh. Carrie requests that the men meet her at the deserted fairgrounds beyond Cutter's Bridge. They agree to keep the girls out of whatever happens.

Jeffrey lets Gus and Harley know that they each have been working undercover for him. Harley and Gus are both upset they lied to each other. They argue their reasons for keeping secrets and Jeffrey tells them to sit down and shut up. He insists that it is time to concentrate on the job with the two of them working together. Harley and Gus agree to work together on the Spaulding case. Outside, Jeffrey almost calls Marah. Reva has a feeling that someone she loves is in danger. Sandy tries to help Reva decipher her recent visions. Reva gives Sandy a belated Valentine's Day card. When she touches Sandy's hand, she has an overwhelming feeling of betrayal. Sandy covers his concern at hearing this and changes the subject. With a gloved hand, Carrie coats the inside of each ring with Antimonious. The men go their separate ways to check out the grounds. Alan stops Buzz, who makes sure they're alone. He then takes out his old army pistol. Marah doesn't believe that Carrie is actually leaving town. Carrie claims that the young women have all turned out so well because of their fathers and that is the reason she can let them live their lives in peace. Josh laments failing Maryanne that night and he won't fail again. Ed stumbles out of the funhouse, tries to catch his breath. He suggests to Josh that they apologize to Carrie for her loss. Carrie wants to give Maryanne the memorial service she deserved in the place where it all began. The three women are skeptical. After telling them about prayer she wants to recite for Maryanne, the women agree to meet Carrie at the fairgrounds. But there is no prayer, and after the girls leave, Carrie burns the blank piece of paper.

Gus and Harley prepare to sting Brad Green. Gus comes home unexpectedly and interrupts Harley and Brad. An angry Gus tells Brad he's overstayed his welcome. Frank walks in during Harley and Gus's argument. Frank insists that Gus apologize to Harley. Harley suggests that Brad hire her that way they have a legitimate reason to meet. Rick asks Phillip if he loves Olivia; Olivia interrupts, and obviously doesn't want Phillip to answer the question. Rick is determined to get answers from his friend. Olivia hovers outside Phillip's room, listening. Rick says it isn't fair to bring another child into a loveless marriage; Phillip and Olivia deserve more. Rick confronts Olivia, who claims she's just trying to protect her husband. A groggy Phillip wants Rick to give Gus a message about Antimonious. Buzz tells Marina not to bother coming in to work. Marina fears she's lost her grandfather. She tells Shayne she has to be the one to fix things with Buzz; she just hopes it isn't too late. Jeffrey needs to speak with Carrie now. He is pretty damn sure Carrie's planning something and if it involves those girls, he's going to make Carrie wish she had never laid eyes on him. Carrie fears for her life and if she dies, she promises to reach out from the grave to get her revenge. After Buzz goes outside to get some air, Shayne tricks Marina into following him and then locks the door. Buzz explains his actions on that fateful night. Marina insists she knows him and she loves him. Buzz thought keeping his secret would protect his family, but he was wrong. Later, Buzz loads his gun without hesitation.

Ravenwood:

Cassie's at the hospital to see Phillip. Just as she's about to go inside his room, Olivia comes and tells her to wait; she can't tell Phillip his baby is alive. Cassie wonders if this is the best thing for Olivia or Phillip. Olivia states that she needs to protect Emma; she's not safe if Lizzie finds out she's alive. Cassie tells Olivia that she can't let fear rule her life, but Olivia says she has to protect her child no matter what. Olivia says Phillip couldn't protect them from Lizzie when he was 100% so he certainly can't do it now. But Cassie wants to see for herself and goes into the room. In the room, Phillip says hello to Cassie and when she asks how he is, he tells her that he's been better, but Olivia's helping him through it. Cassie tries talking to Phillip, but Olivia answers a lot of the questions herself. Phillip tells Cassie he had no idea how awful it was (to lose a child) and tells Cassie he's sorry for her loss. He tells her he wished he could have helped. He regrets not being able to protect Olivia and their daughter from Lizzie. If he had trusted more, his daughter would still be alive. When Phillip asks when the pain stops, Cassie says never. She then asks Olivia if she feels the pain of the loss. Olivia then decides to end the visit and tells Cassie that Phillip needs cheered up, not dragged into the past. Before leaving, Cassie tells Phillip that she hopes his pain eases a lot sooner than hers did, and she has a feeling that if all goes well, it should. Later, outside in the hall, Olivia thanks Cassie for not saying anything about the baby but Cassie says she feels like a louse. She doesn't think what Olivia is doing is right because Phillip is suffering. Olivia compares her situation with Cassie's having helped fake Danny's death and lying to Michelle about it---the lie was necessary to save their lives. Cassie asks Olivia how she thinks Phillip will react when he learns the truth; Olivia says she'll handle it. Cassie thinks Olivia can tell Phillip the truth and still keep the baby away from Lizzie and the Spauldings. Cassie tells her to bring Emma to the hospital and trust her husband.

The Lewises:

Josh arrives at Reva's where she and the kids are enjoying themselves. He tells them he just wanted to stop by before meeting Billy. After staying a while and playing a trivia game with his family, Josh goes to leave. Marah goes to him and tells him that she thinks things are going to be good from now on. Josh agrees and they hug. After Josh leaves, Marah makes a call on her cell phone asking the person on the other end if she's ready to go to the Fairgrounds. She reminds her to wear the ring Carrie gave.

Billy's at a bar and orders a club soda. However, when he watches the bartender pour a drink, he changes his order to bourbon on the rocks. As Billy is staring into his bourbon, Father Ray happens to come in and tells Billy that he really doesn't want that drink. Ray tells Billy that it won't give him the comfort he's looking for. Ray suggests that Billy needs to talk to someone he can trust. Billy then glances at his watch, noticing that he's late for a meeting. He then gives Ray the untouched glass of bourbon.

Company:

Buzz is making plans to close the restaurant for the night. Suddenly, Frank comes and shows Buzz what he found wide open at the counter--Buzz's duffle bag with a loaded gun and extra ammunition. Frank demands to know what's going on, but Buzz just rushes out saying there's someplace he has to go. He tells Frank that after tonight, he'll never have to see the gun again. He tells him that tonight he's cleaning up. Later, we see Buzz practicing his shooting at the shooting range.

After Buzz is already gone, Ed comes in looking for him and is spotted by Holly. She tells him she knows he's been avoiding her. She knows he's been having some difficulties lately. Ed apologizes for not calling her. She mentions that she hasn't seen him at any meetings. He says that he hasn't been going, but he's not drinking. He again apologizes for not calling, but she understands. Sometimes you just need to pull back and just let things quiet down. Ed is surprised at her acceptance. Holly tells Ed to tell her he's okay. He says he can't go that far, but he's facing his problems now instead of hiding from them. Holly suggests that they have dinner sometime and Ed tells her he'll call her tomorrow. Before leaving, Ed takes the bottle of pills from out of his pocket and throws them in the trash.

The Fair Grounds:

Carrie's there alone and starts looking around. She remembers being there with Maryanne all those years ago. But Carrie remained alone while Maryanne hung around with the young men. Carrie thought she saw Alan put something in the beer, but couldn't be sure. When the group left, Carrie saw the vial and knew for a fact what Alan had done. She drove off to follow the men and Maryanne, following them to Cutter's Bridge, where she saw skid marks. She then saw the men come out of the river with no Maryanne. She saw the men make their pact to forget the incident and forget that Maryanne even existed. Carrie vows that Maryanne will be seared into their memories because this time, it's their daughters' lives at stake.

Later, Buzz, Billy, and Josh arrive at the darkened Fairgrounds. Suddenly the lights go on and Buzz notes, "She's here."