JR thinks Babe didn't tell him the whole story of the night with Zarf and Josh. Annie tries to get closer to Ryan. Josh tells Kendall not to make him choose between her and Babe to confide in. Tad tells Derek he lied to Zach about seeing him and Dixie.
Babe tells Colby she was listening to a private conversation. JR tries to defend Babe but Colby asks what else her and Josh did last night? JR tells her to get out! He turns to Babe and tells her she should have mentioned Josh was with her. He asks her what else happened with her and Josh after Zarf left for the night. She tells him that she ordered some food and slept on the couch and in the morning she had these amazing pancakes! JR asks her if SHE was the one that ordered them? Babe snaps back, telling him that she's not hiding anything and doesn't appreciate the 3rd degree. JR thinks she is hiding something and persists!
She asks what she's guilty of now? JR tells her that her "friend" and Babe goes on an overnight trip and get drunk and she "forgets" to tell him? Babe tells him she vowed for her life to love him and only him but that didn't "stop" him. She tells him that he stands there talking about love and honesty but JR interrupts except that he tried to kill Babe. She tells him she can't stop thinking about it. JR storms out and in walks Colby telling her not to underestimate her again. Babe tells her to shut up and calls her a spoiled little brat. Colby tells Babe that everyone knows including JR that Josh is totally Babe's 'business'!
Tad storms in to talk with JR telling him that Derek pulled a fast one and Tad will be a witness for the prosecution.
Kendall arrives at Fusion and Josh approaches her. He tells her that Erica busted into his room in the morning and confronted him. Josh confides to Kendall that Babe is his one friend and confidant. Kendall, slightly offended that it isn't her that he wants to confide in, tells Josh she's "nauseous" at the thought that Babe could be that to him. She continues that the likes of Babe who has continually put her whole family down could be any kind of friend to anyone including him.
Josh tells Kendall to "move on" with her feelings over Babe. She tries to tell Josh that she's flesh and blood and Babe isn't and she's also married. Josh makes it clear that if Kendall forces him to choose between her and Babe, it will be Babe hands down!
Zach walks in to talk with Kendall and tells her that Dixie's and his coffin has just been nailed shut! Kendall yells at Zach about Dixie and sleeping with her and that he wouldn't even be charged if it wasn't for Dixie. Josh tells him to get out!
Back at the office, Babe and Josh are working on photos and Babe snaps at him for changing things on the computer.
Tad tells Derek it was sneaky and wrong to bug his place and he has nothing anyway. Tad tells him nothing will hold up in court because he needed a court order to bug his place. Derek replies that he had one for this and it's all legitimate. Derek then tells Slater he's finished and so is Dixie and Tad jumps on Derek calling him an SOB! He yells at Derek asking him if he can still call himself a friend? Derek tells him to back off and Dereks' backup holds a gun on Tad. Tad starts to tear apart his entire apartment.
Zach interrupts telling him that Tad is just furious at the fact that his wife slept with Zach and Derek could understand his hostility? He walks out with Derek telling him to call Livy to make a deal. Derek tells his guys to leave and he'll see them at the station. Tad offers Derek an apology and tells him he knows he's just doing his job and his jealousy about Dixie and Zach made him crazy! He continues to tell Derek that he made it all up, it's nothing but a lie. Tad continues, that if Derek puts him on the stand, he'll tell the truth that he made it all up. Derek tells him it's not going to work and he'll be charged with obstruction of justice and whatever else the DA can scare up! Tad begs Derek to let this one go and not use the tapes he has. Derek refuses.
Sean comes back home and Erica asks him if he reached his mother yet? Nope, he replies casually, doesn't know where she is. Erica tells him he has to clean up the mess he's made. She gets on the phone to try and reach Sean's mother Barbara but Jack walks in and stops her. He tells Erica Sean won't be going home at all.
Jack finds Jonathan spying on the house and drags him in! He tries to tell Jack that he wasn't stalking or spying on them, he was watching the house! At that moment, Lily walks in with her hands over her ears yelling "too loud, too loud" over and over again.
Erica calms her down and gets her back upstairs. Jonathan yells that Lily is in trouble and he'll have a security team to protect Lily! Erica tells Jack that Jonathan's only trying to protect Lily and Jack sarcastically snaps back thanking everyone for their support! He asks for her support but she snaps asking where his support for her lately? Erica tells him that he used to there for her no matter what, he'd drop everything. Jack tells her he's trying to make it all work. She tells him the tabloids are harassing her, reporters are outside all the time and asks him what he's doing to help her through this? Jack tells her at the moment, his daughter is in crisis!! Josh, Kendall and Lily's lives are all in chaos she replies and still demands to know how Jack is helping anyone?! Jack storms out.
Annie talks with Ryan and tells him everything is going great. Ryan, skeptical asks her if Terry contacted her again? She replies that he did but she stood her ground. Ryan assures her that his security is with her 24/7. Annie asks Ryan about Kendall and Spike and they talk for a bit. He asks her why all the questions about Kendall and his son? Annie replies asking how he's going to protect them against the man that buried Madden alive? Ryan tells Annie that he would never put Kendall and Spike in harms way.
Annie tries to understand what's with Ryan and Kendall but Ryan replies that Zach truly loves Kendall and that's the way it will stay. He explains that Zach is innocent of murder and after the trial, they will probably stay married.
Annie asks Ryan what he needs since he's so busy helping everyone else? He tells her of course he needs things, everyone does. That he has to remind himself hourly that Kendall loves Zach and not him and he won't fool himself. Ryan tells her he's no one's saint and never claims to be but he is trying to step up and help Kendall when she needs him.
NEXT ON AMC: Josh sees Kendall and Zach in an intimate moment. JR tells Tad he'll bury Tad himself before he lets him testify.