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Josh bares his soul to Babe.

Jonathan and Amanda talks about how they have to run conFusion without Lily. He tells her they can't pretend that what's happened didn't happen. He thanks her for caring.

He asks if the "friends with benefits" offer still stands. She says it does, and they make love.

Kendall & Ryan and Josh & Babe declare their love.

Krystal and the maid are checking out the sounds behind the walls—and decide it's probably mice. Colby is seen hovering in her hiding space and listening to her family talk about her.

Babe come in and Krystal asks why she's so "flushed." Babe deflects her question and says she's going upstairs to see JR. Krystal says he's not home. JR checks and house and is agitated that JR's not home.

Colby listens to Krystal tell Babe how much Adam loves and values Colby, Babe tells her that Adam trusts her with all his heart.

Adam calls and lets them know that Colby is still missing, and that JR isn't there. Babe leaves when Krystal's back is turned. She goes to the club, where she and Amanda talk about how hard it is to get men to communicate.

Sydney comes in and asks Krystal why Colby has been so cruel to her. Krystal assure Sydney it's not her fault, but that Colby can't trust her apparent good fortune.

JR returns home, changes and plans to rush off to the recovery site. Krystal tells him they have to talk. He angrily tells her he's fine and doesn't need a babysitter. "Need is pointless—one big waste of time."

Krystal tells JR that Babe needs him and gave him her heart when the met—the only thing she had to offer. JR calls it "psychobabble"; Krystal tells her that it's not and the truth.

Babe and Josh finally kiss.

At the club, Kendall, Ryan and Jonathan celebrate. Kendall shows Amanda Spike's latest pictures rather than talk with Ryan. Jonathan is flirting with the gals in the club. They ask if he's married, and he assures them he's "available." Del offers to set him up. Amanda tells him he's thoughtless and insensitive. She says Jon heart is broken. He accuses her of being sweet on Jonathan.

Jonathan tells Ryan and Amanda it's over between him and Lily. Ryan says he knows what she means to him and is skeptical that Jonathan really believes it's over.

Jamie suggests to Julia that they go to his house to make their reunion "official". Julia declines, and tells him there isn't going to be any reunion. It's been exciting and fun, she says, but it's over and time to move on. They kiss and he leaves. Later in the evening, they both admit to others that they're in love.

Kendall continues to tease Ryan and do a bunch of bar games. She gets more inebriated and confronts JR. He accuses her of having an affair with Ryan.

Then, JR arrives and confronts Amanda and Jamie and yells at them for screwing up and helping to cause Dixie's problems.

Kendall tells Ryan that she's made stupid choices and that Zach cares more about Dixie than he does about her and Spike. Ryan tells her if Zach can't appreciate her, then he's the one who's stupid. "I'm not going to let you blame yourself…you don't deserve what he did to you."

"I want to love you," Kendall confesses to Ryan.

JR looks at the booze at the club; Jamie tell him that if he even thinks about drinking again. He'll break both his hands.

Ryan Discovers How Terry Entered the US

Amanda kisses Jonathan intensely but he pulls back asking what they're doing. She kisses him again replying that she wants to be with him tonight. They continue but Jonathan is confused and wondering where their intensity is coming from. Amanda tries to tell him that she wants to help him from being alone and kisses him again over and over. He gives in and picks her up and fervently throwing her against the wall as they take each others clothes off.

Trying to catch their breath after making love, Jonathan and Amanda talk about what just happened and how wonderful it was. He wants to make sure that Amanda is ok with all that just happened and she tells him she's very content with the circumstances. They're interrupted by the phone ringing and Amanda answers it.

Ryan approaches Sean demanding to know where his date is? He runs around with the guys telling them that Lily might be hiding because she's afraid of crowds and loud noises. JR approaches Ryan demanding to know what he's doing there and he replies looking for Lily.

Jamal tells Annie that she has to take off and go into hiding. He tells her the network can set up a new identity and new life so she can be safe from Terry forever. Annie refuses replying she's standing her ground. Ryan storms in asking if there's anything new on Terry. He explains that Lily is missing and Terry has been far too quiet. Annie explains he has a brother in Vermont but hasn't seem him since the divorce. Ryan gets on the phone and discovers that Neil's out of the country in Ireland. Ryan starts to panic but tries to reassure Annie that Aidan is looking into it. The phone rings and hears that "Neil" returned a week ago but they all realize it must have been Terry that came over instead and scramble. He tells Annie not to open her door for anyone and leaves. Annie heads to her closet and grabs the gun she just recently got from Ryan. Annie has flashbacks about her husband – the pedophile.

Ryan calls ConFusion asking if Lily is there and Jonathan grabs the phone asking what's wrong. Ryan replies it's as bad as it can get and Jonathan storms out running. Jonathan grabs Sean demanding to know where Lily is and Sean replies she's totally safe, she headed to meet some slow guy. He continues, telling Jonathan that she left the party to be alone with this guy. Jonathan panics.

Ryan bangs on Jackson's door telling him that Lily is missing.

Lily Finalizes Plans to Meet Up With Terry

Babe has a drink with Amanda at ConFusion. She tells Babe in so many words that she has the hots for Jonathan and has never had feelings like this before with anyone. Babe tells her that a great relationship can be the best thing and could also be the worst? Amanda asks her what does she do when she wants to be with someone so badly and can't stop thinking about them?

Babe talks more about being friends with Josh and yet it causes others so much angst. Later on, she sits with Josh and has another drink. He goes over some plans for Fusion and asks if she wants to go upstairs to do more brainstorming. Babe declines, telling him she has to get home and they'll talk tomorrow.

Leaving the club, Jeff asks to talk with her. She asks if he saw the coffin and he replies that he did and it's a little morbid. He wonders if Josh would kill himself. Babe assures him that Josh is fine and he needed to get out some emotional stuff and doesn't think he'd do anything stupid. She apologizes and says she's not his babysitter and she has a family to take care of.

Tad Tells Kendall the Truth

JR heads to ConFusion looking around for Del. He runs into Amanda and tells her that Jamie and him got arrested. He heads up to the bar and tells Del that his mother is going to jail because of him. Del tells him he didn't do anything but JR tells Del that he stopped Tad from taking off on that plane and now he has to testify against Dixie.

Later on, JR tries to call Fusion and asks for Babe. He discovers that both her and Josh are not in the office at the moment. JR sits alone at the bar, staring at his wedding ring. He tries repeatedly to call Babe.

Ryan Explains to Kendall Why Zach is Guilty!

At the station, Derek goes over the wiretaps from Tad's home. JR and Jamie arrive there to attempt to steal the tapes. They ask Amanda for help which she reluctantly agrees. She knocks on Derek's door and goes to talk with him. Looking through the window, JR & Jamie debate whether Derek has the tape of Tad on his desk. Amanda convinces Derek to head out for a coffee while they sneak into his office to steal the tapes.

Trying to "pick the lock", they fight over who could do a better job! Jamie finally breaks open the lock when someone enters the room catching them. They look up to see Zach and he thanks them for the tape. Zach asks them if it was going to be a repeat performance at ConFusion and play this tape too! They tell Zach to shut up about Tad because Tad just did the ultimate and he left town, possibly for good to save Dixie from jail and essentially Zach as well.

They refuse to let Zach leave with the tape warning they'll call the cops in Derek's office! Zach asks them if Tad convinced them of his and Dixie's guilt before he left? JR & Jamie tell Zach if he wants to leave, he can leave! They continue, telling him that they don't believe for one moment that Dixie is guilty. JR fakes pain in his head and Zach helps him sit down while Jamie "snatches" the tapes unknowingly from Zach's pocket.

Zach grabs the tapes back from Jamie and leaves the room quickly. The boys follow behind only to run into Amanda and Derek returning from their coffee!

Annie Goes to Ryan for Protection

Lily is on the computer answering messages and searching for someone just like ...her.... In walks Amanda trying to talk Lily into listening to Jonathan. He's devastated she says, ...just like you Lily.... You both love each other, Amanda assures her. Amanda continues to persuade her to talk with Jonathan. But Lily refuses telling her he lied to her, he's different. She screams over and over for Amanda to get out and Jack walks in trying to calm her.

Jack joins Amanda downstairs asking her what she did? She tells him what went on and Jack tells her she is to never ever mention Jonathans name again, ...you get it...? She glares at him saying ...no, it's you who doesn't get it... and walks out.

Back on the computer, Lily checks responses to her message and gets one from claiming he has ...Aspberger's syndrome, people think I'm not normal either..., writes the responder.