At Bridget's place, Brooke and Rick are still arguing about Phoebe. Brooke asks Rick to give up Phoebe for the sake of the family and he turns to her and says, "Do you know what I'm giving up on?" She asks if he really likes her and he admits he cares deeply for Phoebe and isn't willing to give her up. She tries to get him to understand why Ridge feels so strongly about this whole thing and then brings up Amber and how she seduced him. Rick doesn't want the two compared, but Brooke is just trying to show him the similarities. She tries unsuccessfully to convince Rick and he reminds Brooke that she always excuses everything that Ridge does because she's afraid that their relationship won't survive. He turns the tables and asks, "Maybe I should ask you to give up on Ridge?" Brooke reminds him of how long she has waited to be with Ridge and he tells her that's why he doesn't understand why she doesn't see things his way. She doesn't want them to go through the same cycle she has gone through with Stephanie she says, but he thinks they should want Phoebe's happiness before anything. She urges him, "You have to end things before you get too involved." She tells him she loves him but needs to think of Hope and RJ and their stable environment. She tells him, "I can't let anyone or anything disrupt that. Those children need their father."

At the mansion, Phoebe is set to leave the house when she's stopped by Ridge who asks where she's off to. She doesnt want another fight, she explains but they get into it about Rick. She tells him that she connects with Rick in many ways and apologizes for disappointing him. Ridge comes back with, "I'm sorry that I didn't stop things before they got this far." She turns to go and again tells him she doesn't want a fight but he stops her once more. "If you're off to see Rick, don't bother because Brooke is already there trying to convince Rick not to see you." Phoebe is surprised but he explains that Rick crossed the line when he kissed her. Phoebe tells him that it wasn't all Rick and she refuses to walk away from him. She adds, "And I don't think Rick will either."

Back at Bridget's place, Rick listens to Brooke's argument and takes a call from Phoebe, who asks if Brooke is there trying to convince him to stop seeing him. Rick lets her know that Brooke is stressed out about the family and although he cares for her, the situation is too complicated. He tries to explain more but Phoebe hangs up the phone and starts to cry as she runs up the stairs. Rick tells Brooke that Phoebe hung up on him and asks her to leave. "You got what you wanted now please, just leave me alone," he pleads. Brooke leaves the house as Rick runs his hands through his hair in frustration.

Brooke arrives home to find Ridge alone by the fireplace. He tells her that Phoebe's not doing so great and isn't talking to him. She commiserates and tells him that Rick isn't talking to her either. Ridge thinks that in the long run they will be better off. She realizes he did this so that they could have peace in their house. "Someday, they'll thank us for it," Ridge sys. The two go off to bed and discuss Rick and Phoebe. He apologizes for calling Rick a loser and admits he respects Rick for making the right choice. He plans to tell him. He thinks they should be thankful that things didn't go any further between the two or the damage would be devastating. They start kissing and make love.

Phoebe bangs on Bridget's door to demand an explanation from Rick. "I thought you cared about me?" she asks. He admits that he does and she tells him she is falling in love with him. He turns to her in surprise and tells her that he doesn't think that Ridge and Brooke can deal with this. She calls their kiss amazing and promises she'll never forget it. She moves in for another kiss and he backs off. He tells her that making a life with Ridge means everything to his mother. "Yeah, well what about us? Doesn't that mean anything to you?" she asks. Rick has a hard time answering and says, "I'm sorry" Phoebe turns and runs out the door while Rick calls to her. She runs into the rain crying and falls to her knees on the ground as she sobs. She feels a hand on her shoulder and looks up and to see Rick standing there holding a hand to her. He lifts her up and pulls her into a kiss.