Emily and Dusty demand to know what is going on between Alison and Aaron. Emily thinks Allie is back on drugs; Allie swears she isn't. Aaron hints that it is something big and when Dusty steps in, Aaron nearly goes off the handle. Emily realizes there is a big secret that everyone is keeping from her. Dusty tries to get Emily to leave, telling her that the situation is between Allie and Aaron. She sees the DVD cover and thinks they were fighting about Allie's old porn career. Emily turns on the television and sees Dusty and Allie in bed together on the DVD! Allie tells her that Lance made the DVD without their knowledge when Dusty found Allie in Vegas. Upset, Emily pulls away and storms from the house. Aaron tells Allie that she should have left Dusty like Emily just did! Dusty asks about the DVD. Alison tells him to go after Em but he won't. She tells him that Lance delivered it and Dusty begins to focus on the director. Aaron volunteers to stay with Allie so she won't be alone. Dusty tells Aaron that the lie was his idea, not Allie's, and asks him to give Allie another second chance. He leaves. Alison turns on Aaron, calling him cruel for letting Emily know about the tape. He doesn't see it that way. He thinks he was doing Emily a favor. Allie walks away, telling Aaron that when she slept with Dusty she was thinking of him. Aaron can't get past the fact that she lied to him by not telling him everything that happened in Vegas. "I told you it was too late for us," she says and asks him to leave. He does. Alone, Allie begins to cry.

Emily is walking in Old Town, remembering her ice cream dates with Dusty and their first kiss. She reaches in her purse and pulls out the tickets to Bermuda. Dusty finds Emily and asks her to talk. Angry, she turns on him and tells him groveling and apologies won't cut it this time. He realizes he should have told her everything from the beginning and asks her to understand. Emily tells him she wants to go to Bermuda and he readily agrees to go. Dusty wants to fix the problem but Emily doesn't believe it can be fixed. He tells Emily that he slept with Alison because she was there and he was lonely - it could just as easily have been her! Emily hands him the tickets, saying she won't go away with him. He asks her to forgive him.

Holden returns home to find Lily is the only one home. They talk about Meg. Holden believes he shouldn't have left her behind in Canada. She tells him that he didn't do anything wrong. Holden changes the subject and asks about her day. Lily fills him in on Jade's arrest. He is stunned but even more shocked to find out that Jade scammed Lily out of $3,000 for school that wasn't used for classes. He asks where Jade is now but Lily doesn't know. Holden gets mad because she is keeping secrets, which only makes Lily feel worse. She defends Jade, trying to convince Holden that Jade is innocent. The more she talks, the more annoyed Holden gets. She tells Holden she didn't tell him about Jade because he still hasn't forgiven her for keeping secrets. Lily reminds Holden that he doesn't touch her any more and then asks him to stay with her for the day but he takes a rain check, telling her he has to check on Aaron.

Luke and Noah are waiting backstage for Gwen to take the stage. Realizing that they'll miss the show, they go to their seats. Meanwhile, Cleo is standing backstage trying to keep her Gwen persona in tact. She hands the stagehands Gwen's CD and tells them she'll have to lip-sync because she has laryngitis! Andy Williams introduces "Gwen" and she takes the stage. From the audience Luke and Noah watch, neither realizes that Cleo is impersonating Gwen. The music begins and Cleo starts lip-syncing. The boys realize "Gwen" is off. Luke leaves to find Jade.

Maddie falls along the trail, twisting her ankle badly. Frantic, Will helps her stand and they continue down the trail. They get to the theatre and find Luke. He gets Noah and they call the cops. Will hears the music and realizes Gwen is distracted. He goes inside as the CD begins to skip. Maddie, Luke and Noah join them and they all realize it is really Cleo on stage! She sees them and runs off stage. Will follows. Cleo gets to the gate but it's locked! Will catches up and demands she tell him where Gwen is. Cleo tells Will and Gwen will be fine but she won't - because he broke her heart! She tells Will that she is impersonating Gwen because she doesn't want to be arrested. Luke approaches them. Cleo still won't tell them where she took Gwen. "I can be just like her," Cleo whispers. Will asks her to love him enough to tell him where Gwen is.

Noah finds Maddie as she hangs up with the police. He comforts Maddie, telling her that she didn't do anything wrong by leaving Gwen. Maddie thinks she really screwed up, though. Just then Luke pulls Cleo inside the room and Maddie has someone to vent her anger at - Cleo! Cleo is smiling and laughing but won't tell them where Jade and Gwen are, or even where Will went. They set her in a chair and try to ignore her. Noah checks Maddie's ankle and realizes she is really hurt. Luke leaves to get ice and Cleo tries to follow but they stop her.

Gwen and Jade are fighting the ropes, trying to get free as the train gets closer and closer. Gwen realizes the train horn isn't as loud as before and they realize it's going a different direction. Instead of feeling relived, Gwen is more worried because another train could come along at any second. Jade suggests they begin trying to free only one of them; Gwen agrees, as long as they free her first. She doesn't trust Jade to stick around to help her! When she realizes that there is only one knot left in Jade's bonds, though, Gwen decides to free the other girl first. Another train approaches and they hurry to free Jade. They finally get her arms free and Jade unties Gwen's arms. They both begin working on their ankle bonds; Jade gets free first but they can't get Gwen's knots undone. Jade runs off, telling Gwen she'll be right back. She returns because she couldn't find a signal to stop the train. The girls realize the train is getting closer this time. They hear Will yelling for them and Gwen begins hollering back at him. Jade runs to direct him to the tracks and Will takes off. He has a pocketknife and cuts her loose as the train rounds the bend! They clear the tracks as the train rushes past.

Will, Gwen and Jade arrive back at the theatre as the show ends. Andy Williams introduces her and she takes the stage. The audience loves her and she begins to sing. Andy Williams comes back on stage and asks Gwen to sing a duet with him! They begin to sing "What the World Needs Now Is Love". Backstage the police haul Cleo off in handcuffs. Jade walks in and Luke hugs her, glad she is safe. Will takes a giant bouquet of flowers to Gwen on stage. From the corner, Gwen watches Cleo being taken away.

Next on ATWT:

Aaron and Dusty fight. Allie asks Emily what she wants. Katie realizes Brad is up to something; Brad starts phase two of his plan to break up Jack and Katie.