Recap: Billy comes into Alison's room at 7am to natter about the monkey wrench in their lives that is Amanda's pregnancy and how it's pulling them apart. Alison scrunches her face miserably and wails, "What do you want from meeeee?!" and says she's miffed by the way he jumped back into Amanda's life so quickly. He reminds her that the woman is carrying his spawn, something he considers a UGE deal...then insists, despite his confusion, that he still cares about her. Alison picks up a stack of letters that Keith has written to her ever since she fled Seattle, and bitchily says that Keith never got confused about anything and was always clear about how much he wanted her. Billy shrugs helplessly at the unfavorable comparison and says he's doing his best.

Michael is on the phone with the Melrose Place landlord, who announces that he's selling the apartment complex. Michael passes along this info to Jane and says it might be good for them to start over somewhere new - but Jane points out that the location of their apartment has nothing to do with the steaming turdpile of a mess he's made of their marriage...but then backpedals as she wistfully says, "Too bad. It was great here for awhile."

Amanda tells Alison she could really use a friend while enduring her unplanned pregnancy, and Alison half-heartedly says she'll do her best to fulfill that role. A few seconds later, Lucy summons them to her office to excitedly announce that she's leaving D&D to take a job at her rich new husband's company in Hawaii. As Amanda and Alison gushingly congratulate her, Lucy informs them that management is in the process of deciding who they're going to promote to replace her, and that it's a two-way race between Amanda and some kiss-ass named Brett Nelson. Amanda makes a blech face and says that Brett doesn't have a creative mind and tends to steal accounts from other agencies...and Lucy says she agrees, but points out that Brett brings in a lot of money. She tells Alison that if Amanda is promoted, she'll likely be promoted to Amanda's current position, and emphasizes the importance of demonstrating teamwork.

As Michael and Kimberly arrive at the hospital together, he admits that he really misses her, but can't do much about it. Kimberly says she gets that it's complicated, but still hates the thought of losing her best friend.

Jane tells Jo that Michael bailed on tonight's marriage counseling session, and that she's still so angry at him for cheating on her that she finds herself fantasizing about beating the crap out of him. As the two chuckle over Michael's fictional ass-kicking, Jane laments how horribly messed up things are and isn't sure her shitty marriage is going to survive. She tears up and says she feels ashamed of her failure, and Jo points out that Michael is the one who failed...then invites Jane to go get a bite to eat with her.

At D&D, Amanda is on the phone making dinner plans with Billy...and we know this 'cause she's loudly saying, "Sure, Billy. Dinner with you tonight sounds great!" so that Alison can't not overhear. After that, Alison runs into Brett Nelson, who smarmily gushes about how great her report writing is, as is her reputation at D&D. He says he'd like to get to know her better and invites her out for a drink after work, and she's like 'sure, why the hell not?'

Keith Gray arrives in Los Angeles and checks into the Bel Age Hotel. He needlessly tells the front desk clerk that he's in town to propose to his girlfriend, and the clerk perks up at that and tells him that the honeymoon suite is available. Keith gets a strange, faraway look in his eyes and says that that sounds perfect.

At Shooters, Brett is plying Alison with drinks and egging her on to talk shit about Amanda. She drunkenly obliges and tells him all about The Billy Situation, and the way it's led to conflicts between her and Amanda...up to and including an unplanned pregnancy. She's all, "Oops!" and swears Brett to secrecy about the bun in Amanda's oven, and he manages to keep a straight face while promising to keep that delicious nugget under wraps.

Brett walks Alison to her front door and flirtily cackles about what a great team they could make at D&D. He kisses her cheek before heading off - just as Billy appears and asks Alison whassup with her getting drunk and letting another guy kiss her. She just rolls her eyes and says she's going to bed now.  

Keith is sitting alone in his hotel room, staring manically at framed photos of himself and Alison. After several seconds, he lifts one of the photographs to his lips and kisses it.

As Rhonda and Matt power walk around the neighborhood, she tells him she's ready to wrap up the boredom of her lingering subplot and marry Terrence...and can only hope he hasn't changed his mind about wanting to marry her. When the two return to Melrose Place, they're shocked to see an agent putting up a for sale sign in front of the apartment complex. The agent explains that the property just went into foreclosure and that she got the listing yesterday.

A hungover Alison apologizes to Billy about last night...and when Billy says he was jealous when he saw another guy kiss her, she sheepishly admits that that was her intention. Rhonda and Matt drop by to report that Melrose Place is on the market, and Alison sighs in dismay and says she can't even begin to process that right now 'cause she's late for work. Billy races after and gives her a goodbye hug - while Keith creepily spies on them from across the street inside his parked car.

Lucy is presiding over a D&D meeting at which Amanda, Alison, and Brett Nelson are in attendance. Lucy tells everyone that with all the company's imminent staffing changes they should probably hold off on booking vacation time...and Brett goes, "What about Amanda's maternity leave?" Amanda registers faux surprise, says, "Excuse me?", and tells him she has no earthly idea where he could possibly have heard that unsubstantiated gossip. Lucy stares at Amanda in alarm before deciding she buys the denial, and proceeds with the meeting. Afterwards, Amanda pulls Alison aside and asks what the fuckety fuck with her spilling the beans about her spawn to Brett Nelson of all people. Alison sheepishly apologizes and explains that it accidentally slipped out after a few drinks at Shooters. Amanda warns her that this is precisely the kind of stupidity that's going to sabotage both of them, 'cause it's unlikely that the D&D brass would ever promote a woman who's an expectant mother.

Alison makes a beeline over to Brett's office to admonish him for blurting out Amanda's pregnant status in front of Lucy, but he just smirks and says he figured she'd enjoy watching Amanda be humiliated in front of a group of people. He then gets all grab handsy and leans in to kiss her, but she shoves him away and yells, "Stay away from me!" ... and somehow refrains from heading straight to D&D's HR department to report the brazen sexual harassment.

Amanda tattles to Billy about Alison drunkenly gossiping about her delicate condition to their D&D colleagues, and says she's dismayed that the nitwit isn't being more respectful of her privacy. Billy comes right out and asks her why she wants a baby, and she says that being such an ambitious person makes her worry about possibly missing out on things like motherhood. But that said, she also has no intention of getting passed over for a well deserved promotion.

​When Amanda returns to the office, Alison pulls her aside to sheepishly apologize for confiding in Brett, and concedes that she made a giant mistake trusting the jerk. She assures Amanda that she's totes behind her, and Amanda nods approvingly and says they're going to need to impress the higher ups by demonstrating some teamwork - starting with staying late at the office tonight and burning the midnight oil. 

Jake and Jo return home from the grocery store and discuss Melrose Place being put up for sale. Jake proposes they share expenses by moving in together, and Jo says that while she still has a fear of intimacy, she'll take it under consideration.

​Alison and Amanda are working late at D&D when Amanda suddenly gets a searing pain in her abdomen. As she doubles over in pain, Alison quickly calls for an ambulance.

Billy rushes to the hospital and finds Alison sitting in the waiting room. She tells him that Amanda is OK, but that her pregnancy was of the tubal variety and was therefore never going to result in a baby. Billy rushes over to Amanda's room to personally check on her, and she she tells him how helpful Alison was in getting her to the hospital so quickly...and that the pregnancy being a no-go is probably best in the long run, considering how inept they'd be at co-parenting a child when they couldn't even manage something as basic as practicing effective birth control.

Alison is over at Jo's place, telling Jo that she was secretly happy when Amanda lost her baby, but is also dismayed by Billy's eagerness to sit by Amanda's bedside and comfort her. Jake emerges from the nearby bedroom and urges Jo to be careful on her next assignment: a photo gig on Skid Row. After he and Alison head off to work, Jo goes to her bathroom and retrieves her handgun from its secret hiding place.

Lucy applauds Alison for handling Amanda's medical emergency so superbly, then tells her on the down low that since Amanda's definitely not pregnant, it can only help her chances of being promoted. A few seconds later, Alison receives a package from the receptionist...and when she excitedly opens it, she's horrified to find it filled with dried up black roses and WHORE scrawled across the inside of the box.

Jo rides along Skid Row on her motorcycle, stopping periodically to snap photos of whatever down-on-their-luck type people appear willing to be photographed by her. After turning at an intersection, she's stopped by a police officer, who informs her that she failed to signal. The cop asks to see her license and registration, so she opens her purse to retrieve her wallet...and in doing so reveals her concealed handgun. The cop's all, "The fuuuuuuuck you have in there?!!" and points his gun at her (!), then screams that she's being placed under arrest for not giving him a heads up that she was packin' heat. LOL.

As Jo gets her mug shots taken at the police station, she explains that she was merely trying to protect herself as she ventured into the scary 'hood. The officer chides her again for carrying a concealed weapon, then says she can reclaim her handgun in about a week's time. As she departs the police station, she finds Jake waiting outside...and he shakes his head in dismay and tells her she's a stubborn moron for not getting rid of the gun like she told him she had. He adds that he's not thrilled about the idea of living with a gun owner, so Jo snaps, "Then don't!" and angrily flounces off.

Michael tells Jane he wants to take her somewhere romantic, and she's like 'sure, why the hell not?' and allows herself to be whisked away for the evening.

Billy brings Amanda home from the hospital. She hobbles around her apartment and offers to make him some lunch - but he urges her to get off her feet and says he'll whip up something for the both of them.

Alison returns home and listens to her answering machine, where Billy has left her a message inviting her to hang with him and a recuperating Amanda - but Alison's like nope and decides she'd rather spend the evening drinking heavily. A few seconds later, she gets two calls from an anonymous heavy breather who warns, "I'm watching you" ... and she assumes it's Brett Nelson and unplugs her phone before continuing her boozing.

During their romantic getaway, Michael tells Jane he regrets his infidelity and hopes she can find it in her heart to forgive him. He gabbles about what the future holds for them - a big house and lots of children - and breezily says they'll barely remember this adulterous blip. Jane says she'll do her best to try to believe in him again...and the two get amorous, tear each other's clothes off, and start going at it on the rug.

When Billy returns home, Alison says she's irked that he spent the entire evening comforting Amanda and wonders aloud if she made the right decision dumping Keith...just as - ack! - Keith is standing outside their apartment, creepily staring at them through the living room window.

Rhonda tells Matt that she really really hopes Terrence proposes to her again, and Matt suggests she take him to his favorite Chinese restaurant and let nature take its course.

The D&D staff cheer Amanda when it's announced that she'll be taking over for Lucy, and Amanda thanks Alison for sticking by her through her recent health scare and hopes they can leave the entire Billy conflict behind them. Amen to that. Alison is hand delivered a greeting card, and when she opens it sees that has BITCH scrawled inside of it. She snaps, "Damn it!" and storms straight over to Brett Nelson's office. She shrieks, "No more!" and orders him to stop sending her cards and flowers with expletives scrawled across them...and Brett stares back at her blankly and insists that he had nothing to do with any of that. Alison stares back at him confusedly, looking as though she believes him.

Kimberly tells Michael she's willing to be just friends with him, and he slyly asks her how she feels about sleeping with a married man who's determined to be a cheating spouse. He makes it clear that he has no intention of leaving Jane...but at the same time doesn't have the kind of passion with his wife that the two of them generate every time they hit the sack. When he asks her what she's doing tonight, she cackles gleefully and plants a big smooch on his lips. Assholes.

Amanda calls Billy to invite him to dinner to celebrate her promotion - but he declines after Alison calls him on his other line to tell him she could use a relaxing evening after all the scary shit that's been happening to her lately. 

Rhonda and Terrence are out for dinner in Chinatown, and her marriage proposal surprise is derailed when the waitress fails to deliver the fortune cookie with the will you marry me? message inside. She comes right out and asks Terrence if he still has any interest in getting hitched, and he beams and says, "I thought you'd never ask." Farewell, dullards.

While standing on the sidewalk in front of Melrose Place, Billy tells Alison he'll resolve things with Amanda so they can resume their budding romance...and when Alison suggests they chillax this evening with a bowl of popcorn and a movie, Billy offers to run down to the video rental store to pick out something for them to watch. Keith, who's been watching the interaction from his car, stares daggers at Billy before sneaking up on him from behind and viciously attacking him.

Amanda and the Melrose Place gang are at the hospital, waiting for word about Billy, when Keith appears with a bouquet of flowers. He tells Alison he just happened to be in town on business when he heard about Billy's accident, and she somehow finds this plausible and tells him it's good to see him again. Michael comes over to inform everyone that Billy is going to be just fine...and Amanda and Alison rush over to his room to pay him a short visit.  

Jane wanders around the hospital looking for Kimberly...and when she finally locates her, she holds up her ring finger and haughtily says that her wedding ring is a symbol of a commitment and a bond - and that she hopes when she gets a man of her own, some bitch will come along and seduce him. As she begins to flounce off, Kimberly screeches, "It's not over!" and Jane's all, "Wuh" ... then says if that's really true, she has no problem dumping the cheating man-whore like yesterday's news.

Amanda tells Billy she has a big surprise for him when he's released from the hospital, and he perks up at that and is all, "Surprise..?"

Jo tells Jake she just can't decide if she wants to move in with him, so he warns her if they go their separate ways after the building sells, he's going to start seeing other people. Jo snaps, "Fine, have fun" and tells him she'll get a ride home [from the hospital] with Matt.

Alison returns to her apartment with Keith and apologizes for the shitty way she abandoned him in Seattle. She pulls out her bottle of booze, starts guzzling, and tells him about the BITCH and WHORE flowers and card she recently received. Keith scrunches his face faux concernedly and says, "That's terrible" ... and as he gives her a reassuring hug, he stares into space with his face contorted all sinister-like.

The next day, Alison picks up Billy and brings him back to Melrose Place. They're startled to see Amanda and her father in the courtyard...then look shocked when Amanda excitedly informs them that her father bought Melrose Place so she can live in one of the apartments and preside over the management of the complex. She chortles gleefully and chirps, "I think I'm really going to loooooove it here!"

Recap: Billy and Alison return home from the D&D retreat in time to hand over the motorcycle loaner to Jake, who rushes it back to Jake's Bikes for resale. Alison tells Billy she's worried, now that they've hit the sheets, that their romance is moving too fast - but he assures her they'll take it slow and also be extra discreet in front of their fellow apartment dwellers. Not counting those already in the know - Jake and Jo - and anyone else who isn't blind and can easily put two and two together.

At the hospital, Kimberly pokes Michael awake and tells him he needs to stop hiding out at work, grow a pair, and resolve things with Jane one way or another. A few seconds later, Michael is paged to the nurse's station, where he gets a message that Jane is waiting for him in the parking lot. She admonishes him for being a sleazy adulterer and using the hospital as a convenient hideout...then points at the cluster of suitcases she hurriedly packed and tells him he can pick up the rest of his stuff later, preferably when she's not home. Michael hangs his head in shame and reaches out to touch her, but she snaps, "Don't ever come near me again!!" and jumps into her car and squeals off.

Jo and her model friend Karen arrive at Melrose Place...and Karen squeals excitedly at the sight of the courtyard swimming pool, promptly strips down to her bra and panties, and dives in. Jake emerges from his apartment to say hey and ogle at the near naked model, while Jo obliviously gabbles about her latest photography gig. Karen gives Jake an appreciative once over and urges him to join her for a dip - heh - and he blushingly declines.

At D&D, Alison tells Amanda she got a ride home from the retreat with Billy, then smugly adds, "I got that note after all." Amanda explains that she was simply looking out for her, since apparently Lucy frowns upon female subordinates who sneak boyfriends into executive retreat venues. She then says she really really needs to talk to Billy about something serious and life altering.

That evening, Alison encounters Jane as she's cleaning out the swimming pool. Jane tells her she was right about Michael's philandering and that she caught him cheating with Kimberly. She adds that since she threw him out of the apartment she's now the defacto building manager in case anyone has anything that needs fixing.

Billy is at work writing a schmaltzy love poem about Alison...and Cameron looms over his shoulder and says he should prolly spend less time writing romantic drivel for his girlfriend and more time re-editing his latest assignment. A few second later, Amanda drops by...and Cameron is so dazzled by her blonde hotness, assumes she's Billy's girlfriend, and tells her he's available if she ever tires of dating the bonehead. Once Cameron is out of earshot, Amanda comes right out and tells Billy she's pretty sure she's pregnant, but needs to confirm it with her doctor...and Billy 's all, "Wha-a-a-a-a?!" and contorts his face into an expression of hapless befuddlement.

Billy returns home looking dazed and wastes no time blurting out to Alison that his bun is in Amanda's oven. Alison stares at him in shocked horror...and as Billy attempts to comfort her with a hug, she whines, "It's not fairrrrrrrrrrrr.."

Michael has himself checked into a depressingly tiny hotel room and places a call to Jane, who's sobbing and ignoring the ringing phone. Kimberly drops by to tell Michael how much she hates seeing him wallow in misery, particularly when the situation is partially her fault. Michael tells her he just destroyed his marriage and probably shouldn't continue seeing her if he expects to patch things up with Jane...and Kimberly's all, "Seriously?" [um, seriously?!] and nonsensically accuses him of being an egoist who's threatened by a woman who's his equal. She snaps, "Bastard!" and storms out of the room.

The next morning, Alison runs into Michael as he's lurking outside the Melrose Place gate. He tells her that his affair with Kimberly is over and that he wants her to pleeeeeeeeease convince Jane to meet with him so he can beg for her forgiveness. Alison hems and haws about it for a few seconds, then decides 'sure, why the hell not jump right back into the middle of this marital quagmire?'

As Jo develops her photos in her bathroom, Karen coos about her superb photography skills and says she likes working with her - unlike most photographers who bore her after the first five minutes. She suggests they go clubbing tomorrow night...and when Jo says she already made plans with Jake, Karen urges her to bring the hottie along.

Over at D&D, Amanda tells Alison she assumes that Billy told her about the pregnancy, and a visibly irked Alison says she has zero desire to discuss it. A few second later, Billy arrives to escort Amanda to her doctor's appointment, and Alison glares after them as they head out.  

Alison lunches with Jane, who gabbles about what a mess her marriage is, and that she now thinks Michael proposed too soon. Alison tells her the reason for this lunch is to let her know that Michael wants to reconcile...and Jane mulls that over for a few seconds and ask her if she thinks it's a wise idea. Alison shrugs unhelpfully and says these days she has no idea what she thinks about anything.

Jane meets up with Michael that evening...and as the two stroll along the street, he says he loves and misses her, and admits to making a UGE mistake for which he wants her forgiveness. Jane says she's not ready to do that, but will contemplate giving their marriage another shot if he agrees to go to marriage counseling. 

Billy finds Alison drinking at Shooters and tells her that, yep, Amanda is definitely pregnant. Alison wonders aloud if Amanda really wants a baby and points out that there are options for an unwanted pregnancy. Billy nods and points out that that's Amanda's choice, and Alison grunts in exasperation and storms off.

Billy meets up with Amanda the next day and tells her that the two of them co-parenting a child isn't necessary the end of the world. He double-checks that the baby is actually his - ouch - and after Amanda bitchily assures him it is, she tells him she's A-OK raising it herself, and that he can consider himself off the hook.

Jane tells the marriage counselor she's so angry about Michael's infidelity that she can barely bring herself to look at him. The counselor chews on that for a few seconds before recommending twice weekly visits, urges them to keep the lines of communication open, and says they can decide for themselves whether or not they want to live together during this process. As the two head back to their cars, Jane tells Michael she'll let him move back in, but only if he agrees to sleep on the couch. Michael perks up at that and says he'll be home for dinner and promises to cook them a scrumptious meal.
​
Alison rails to Jo about Amanda's surprise pregnancy, and what a giant wrench it's thrown into her budding romance with Billy. Jo tells her to think of this as a test of their relationship - just as Jake pops by to go clubbing for the evening with Jo and Karen.

Jake complains about the loud thumping music in the dance club, and Karen tells him to shut up and dance with her. As he accompanies her to the dance floor, she presses him against the nearest wall, plants him with a big smooch, and purrs, "Jo wouldn't mind." Jake gives her a strange look and counters, "I might" then storms back over to Jo and tells her he's outta here. Jo says she can't just leave her drunk friend in a club by herself, and Jake's like, "Whatever" and says he's heading home regardless.

Billy drops by Amanda's apartment while her father is over for dinner. He quickly pulls Amanda aside and asks her to please not tell her father about the baby 'cause he wants it kept quiet until he can get his tiny brain around the fact that he unwittingly impregnated the woman who's now his ex-girlfriend.

Karen drunkenly rambles at Jo, criticizing her boring apartment and her boring boyfriend. She says that her photographic artistry is a gateway to a new life, and Jo wryly says she's still getting used to the newness of her relatively new California life. When Karen leans in for a kiss, Jo stops her and says that non-hetero kissing action from other women is definitely not for her, then says she's going to order them some coffee from the bar. 

When Billy returns home, Alison tells him she's miffed that he spent the evening at Amanda's, then wails about all the emotion she risked when she agreed to leap into a romance with him. Billy hugs her and says he hates himself for raw-dogging it with Amanda and dragging her into this pathetic mess, but assures her that it doesn't need to change anything for the two of them. Alison solemnly replies, "It already has", then storms off to bed.

Billy tells Jake that Amanda has let him off the hook as far as the baby is concerned - but Jake cautions him against walking out, 'cause once he does that, the baby will belong solely to Amanda.

Michael sees Jane packing up some food and asks her if he can tag along on her beach picnic outing - just as his beeper goes off. He calls the ER, gets confirmation that there is indeed an emergency for which he's urgently needed, and tells Jane he can't go picnicking after all. Jane gets irked by his abrupt cancellation and tells him to leave already...then snappishly says she thinks they got married far too young.  

Michael rushes to the hospital and is asked to assist Kimberly with a patient...even though all she's doing is finishing up applying a cast and doesn't really look like she needs much in the way of assistance. Michael chuckles at the plaster smudged across her face...and the two grin at each other and agree that they've really missed each other.

Alison is rifling through Billy's stuff when she finds the poem he wrote about her, and reacts by staring contemplatively into space.

Billy arrives at the marina where Amanda and her father are about to go sailing on his gorgeous boat. Billy tells Amanda that after much contemplation he's decided he really wants to be part of the baby's life, and Amanda's all, "Yay!" and invites him to come along sailing. He declines to get on the boat...and Amanda stares sadly at him as she and Papa Woodward slowly drift away from shore.

Recap: The first morning post-kiss, Alison tells Billy she wants them to take their budding romance slow...and he says that while he'd looooove to skip ahead to the part where they hit the sheets together, he's willing to put the brakes on his horniness and take her out on a traditional first date.

Jane gives Michael a from behind canoodle while he's shaving and gaily reminds him that tomorrow is their two year anniversary. She says she's missed him lately and that they need to find ways to spend more time together, and he's like, "Yeah whatever, I have to get dressed now so I can go meet up with my girlfriend."

Michael smilingly greets Kimberly as she pulls into the hospital parking lot. She tells him she had a sexy dream about him and suggests they get together tomorrow night - but Michael says he prolly won't be able to 'cause tomorrow is his second wedding anniversary. When Kimberly laments having to sneak around like the slutty bimbo she's allowed herself to become, Michael promises to work something out.

Alison enters the laundry room and runs into Jane, who excitedly tells her it's hers and Michael's second wedding anniversary...then natters about marriage, commitment, and the rewards of sticking it out with one's spouse through thick and thin. An uncomfortable Alison avoids eye contact while nodding mutely, then says she's off to get a bite to eat with Billy. LOL.

Billy takes Alison to a jazz concert in the park for their traditional first date...and gets visibly annoyed when Alison can't bring herself to shut up about Michael's infidelity. When Billy breezily says that maybe Jane's and Michael's marriage can survive an affair, then tries to canoodle Alison...she lets out an angry snort and snaps that she's sooooo tempted to spill the beans to Jane. Billy sourly accuses her of using Michael's cheating as an excuse to not sleep with him, and she shoots him the stink-eye and snaps, "You've taken the romance out the evening!"

The next morning, Alison apologizes to Billy for her bitchitude last night, then suggests that for date #2 they order a pizza, watch movies, and abstain from talking about Jane's marriage woes. Billy perks up and says he definitely likes the sound of that.

Jo is working a photo shoot, cooing, "Nice!" "Gorgeous!" and "You're beautiful!" as she photographs lingerie clad models who are sexily lounging on a giant bed that someone has placed on the beach. The lead model, Karen, self-importantly purrs to Jo, "I staaaaarve so others can droooool", then invites Jo to party with her and the other models after the shoot wraps.

Kimberly tells Michael that while she has no right to be upset about him and Jane celebrating their second wedding anniversary, she still can't stand playing second fiddle. [Then go find a man who's unmarried and available, trollup.] Michael says he's come up with a brilliant idea: Kimberly should page him during his anniversary dinner so he can flee his wife's presence by claiming he has to respond to a fake hospital emergency.

At D&D, Alison openly bitches at Amanda for excluding her from a client meeting, and Lucy summons Alison to her office to admonish her for challenging Amanda in front of other colleagues. She then tells her that, starting tonight, D&D is hosting a retreat for executives, and that she's ordering her and Amanda to attend so they can figure out how to get along better. Alison is about to decline in favor of the pizza/movie watching plans she made with Billy - but quickly thinks better of it and tells Lucy she's looking forward to the retreat.

Jake drops by Shooters, where Jo is smoking and hanging with her new model friends. Karen informs Jake that they're partying at a heavy metal club tonight, and Jake's all, "Blech" and says he's going to pass 'cause he has a motorcycle that needs repairing.

Jane and Michael are at a fancy restaurant, toasting two years of marital bliss. Jane complains about how frequently the hospital has been intruding on their lives - just as Kimberly sends Michael an "urgent" page for a fake emergency. Michael's like, "Oh no! It's the ER!" and rushes off to respond to the page, while a bummed Jane asks the waiter to bring the check.  

Alison thanks Billy for being so understanding about her having to bail on their pizza/movie date, then packs a bag and heads out. In the courtyard she runs into Jane, who whines about her anniversary dinner getting cut short after Michael got paged by the hospital. She adds that she's starting to get paranoid about all the time he's been spending away from home, and Alison decides there's probably no better time to tell her about the illicit parking lot kiss she witnessed between Michael and Kimberly during the previous episode. Jane's all, "Wha-a-a?!", calls it crap, and accuses Alison of deliberately misrepresenting what she saw. Alison gives Jane the number of the hotel she's staying at during the D&D retreat and urges her to call whenever she's ready to sheepishly retract her bitchy retort and mourn her failed marriage.

Alison and Amanda arrive at the retreat venue and are dismayed to learn that they're forcibly rooming together. Amanda says she'll do her part to make the best of things and starts unpacking her things, then tells Alison she should feel free to borrow whatever she "can squeeze into". Meow, Amanda. We can't all be a size 0. 

The next morning, Michael returns home and pretends to be utterly exhausted after the fake hospital emergency...and Jane comes right out and asks him if he's having an affair, then presents the evidence she's stumbled across thus far:

• Exhibit A: the sand she found in his sneakers after he supposedly worked at the hospital all day
• Exhibit B: Alison's eyewitness account of him kissing and canoodling Kimberly in the hospital parking lot

Michael says that the sand must have gotten into his shoes after wandering along the beach during a work break, then says he was merely comforting Kimberly after she lost a patient...and that Alison has twisted their innocent hug into a piece of gossip to hurt them. Jane scrunches her face in puzzlement and asks, "Why in the hell would Alison do that?" and Michael stares at her all weirdly sinister-like and nonsensically retorts 1) Alison has no life of her own, 2) she dated Keith when he was still married, and 3) she's now getting back at Jane for expressing her disapproval of that doomed relationship. He then contorts his face in an effort to look as insultingly appalled as possible and mutters how disgusting it is of Alison to deliberately try to break up a marriage...and assures Jane that he'd never do anything to hurt her. Jane tears up and gives Michael a hug - but does so while staring contemplatively into space.

Lucy tells the gathered group of D&D executives that the exercises and workshops she's devised for this retreat are designed to accelerate their work performance, and that they're going to start off with some role playing. That sounds like a living nightmare. She instructs everyone to find the person they work most closely with, switch roles, then reconvene in one hour to report their findings. Amanda's all, "Ack!" and beats a hasty retreat to go suntanning - LOL - but Alison insists they do the exercise, then mimics Amanda by snarking, "Where is that report I told you to do [that I'm sure is too shitty for Lucy to look over yet]?" Amanda retorts by feigning airheadedness and saying, "I dunnoooo" and the two have it out over their competitiveness about Billy...blah blah...which really seems like colossal waste of energy, considering it's Billy they're arguing over.

Billy tells Jake that he and Alison finally went out on a first date, and that he's eager to hit the sheets - hopefully on their second date. Jake suggests he borrow one of his bike shop motorcycles and ride to wherever the retreat is and surprise Alison...and Billy looks intrigued by the idea and decides 'sure, why the hell not?'

At the retreat cocktail party, Alison concedes that she (Amanda) has had every right to be upset about her (Alison) interfering with her relationship with Billy and hopes they can magically set aside their resentment towards each other and become the best of friends...and Amanda agrees and says she really hates the tension between them. Billy, meanwhile, arrives at the hotel and tells a hotel flunky that he's here to see Alison Parker of the D&D retreat...and when he's told she's at a private cocktail party, he writes a quick note and asks the flunky to give it to Alison, aka "the beautiful blonde girl". As anyone could predict, the flunky hands the note to Amanda, who reads it and makes a beeline over to the lobby. She flashes Billy her million-watt smile and tells him that Alison can't see him right now 'cause she's still on pretty thin ice at D&D and has to focus all of her attention on work...then coquettishly says it was really great to see him.

Jo drops by Jake's apartment to tell him she had a meeting with a photo editor who works with the models she's been photographing, and excitedly explains that this could be just the career break she's been looking for. Jake makes a blech face and says he hates the people she's been working with lately 'cause she acts differently whenever she's around a group of snooty models. Jo gets pissed off and nonsensically says it must hurt his ego to see her succeed, then pissily announces that she's off to celebrate her good news with Karen.

Jane calls the hospital to talk to Michael and is told he's on a break until 11pm. Jane tells whoever she's talking to that there's a family emergency and she desperately neeeeeeeds to talk to him, then asks for Dr. Kimberly Shaw's home address or phone number - just in case all of the red flags that have been flapping around her lately have been trying to tell her something.

Lucy is thrilled to see Alison and Amanda sitting at a table together, amiably chatting. Lucy remarks on how sore her voice is from talking so much all day, so Alison offers to go to her car and get her some throat lozenges. While in the parking lot, she spots Billy attempting to start his motorcycle and asks whassup with him being here, and he says he came to surprise her - but that Amanda had told him she wasn't allowed to fraternize with non-D&D people during the retreat. Alison rolls her eyes and says she's thrilled to see him, and he suggests they check into a room of their own so they can finally indulge in their maiden doink.

Jane arrives at Kimberly's apartment and asks her if Michael is here, and Kimberly shiftily tells her she has no idea where Michael could possibly be - just as a towel clad Michael can be heard loudly complaining about Kimberly's girly antiperspirant before poking his head in the doorway to see who Kimberly is talking to. When he comes face-to-face with Jane, she shoots him a look of dismayed horror before stoically muttering, "That's all I needed to know" before storming off...and Michael makes a half-hearted attempt to chase after her, then gives up after a couple of seconds and stares miserably into space.

Alison and Billy enter their hotel room...and we get a lot of superfluous close up footage of them kissing, then slowly getting undressed before laying atop the bed and getting it on for the first time.

Recap: Jake and Jo go over the books for Jake's Bikes and are somehow shocked to discover that the shop owes $8,000 in taxes. Jake freaks out and says that that's pretty much all the cash they have to keep the shop going, then laments his stupid decision to not hire a real accountant. Jo snappishly tells him to go hire an accountant if he doesn't trust her bookkeeping skills, then insists he'd still owe the IRS $8,000 - plus whatever it costs to hire a professional accountant. Jake moans that they're in real trouble, and Jo's like, "Whatever, jerkwad. Do your own books!" and angrily storms out of his apartment.

Over at D&D, Lucy summons Alison and Amanda to her office to giddily announce her engagement to Irving Marshall Jr., a rich dork who she claims is phenomenal in the sack. Amanda cackles and says that she too had some multi-orgasmic action with her last boyfriend, Billy...and after seeing the kind of stamina he had, moved him right into her apartment. Alison makes a blech face as Amanda cheerily advises Lucy to cling onto her rich, well hung fiance for dear life and not let a man like that get away...and Lucy's like, "Can do!" and invites Amanda and Alison to attend her fancy engagement party tomorrow tonight.

Michael is holding court with a group of doctors when he gets distracted by the sight of Kimberly standing in front of the water fountain, a few feet away. He excuses himself and wanders over to her, and the two step inside the nearest elevator so they can stare hungrily at each other. Michael hits the emergency button (as does every fictional man character on TV who has an uncontrollable need for urgent sex whenever he's in a multi-story building), and the two strip off their clothes and start getting it on.

Alison rails to Billy about how Amanda always treats her like a country bumpkin, and Billy's like, "But you are a bumpkin" and points out that some men find her brand of wide-eyed naivete a huge turn-on.

Jake asks Jo to explain some of the more complex tax stuff to him, but she bitchily refuses and tells him to figure it out himself...which seems completely nonsensical, 'cause doesn't she have 50K of her personal funds invested in Jake's Bikes?

Billy drops by D&D to asks Amanda whassup with her unrelenting bitchitude toward Alison, who then comes home and complains about it to him every night. Amanda denies denigrating Alison in any way...then says if anything she's been propping her up 'cause of how brain dead, distracted, and disorganized she's been ever since re-breaking up with Keith and fleeing Seattle. Billy mulls over that possibility - just as he spots a framed photo of himself and Amanda on her desk and asks whassup with her displaying that romantic keepsake. Amanda sheepishly admits that she's found it difficult to let go of their relationship, then promises to be more sensitive to Alison - despite it being a daily chore to supervise such an incompetent halfwit.

Alison is at the hospital for a followup appointment for her fibroid removal surgery. On her way out, she glances across the parking lot and spots Michael smooching Kimberly between two cars in the parking lot. Michael notices her staring over at them with an aghast expression, and responds by staring back at her all defiant-like while continuing to make out with Kimberly.

That evening, Alison spies on Michael from her living room window...and when she sees him head down to the laundry room, she suddenly decides she needs to do a load of laundry. Michael lets out a fuuuuuuuck groan when he sees Alison enter the laundry room and says there's no way they're discussing what she saw earlier...and by saw, he claims that what she stumbled upon in the parking lot was him simply comforting Kimberly after a patient flat-lined on her. Alison stares at him incredulously and asks how in blazes he could do this to Jane, and he throws in the towel on pretending that his make-out session with Kimberly was anything other than adultery, and smugly reminds Alison that not so long ago she was the other woman when she first dated Keith. He tells her not to tell Jane what she witnessed - otherwise she'll be responsible for wrecking two marriages...then schools her on the innate horniness of males, who have a hard time resisting sexual temptation and, from time to time, like a little variety in the sack.

Jane is at the design studio, barking at her minions to stop fucking around and sew the bikinis in her new swimwear line with the correct thread 'cause there's a buyer coming in tomorrow, which is putting her under enormous pressure. Kay Beacon watches the freakout from a few feet away and tells Jane that while she's impressed by her bitchy treatment of her underlings, she suggests chilling the fuck out and maybe see if her husband is free for lunch.   

Jane heads over to the hospital and asks the receptionist to summon Michael, but is told that he signed himself out to go dine at a nearby restaurant.

Over lunch, Michael coos to Kimberly about how attracted to her he is - and Kimberly's like, "Holy shit!" when she sees Jane enter the restaurant and speak to the hostess, who directs her over to their table. Michael covertly tells Kimberly, "I got this" and explains to Jane that he and Kimberly are having lunch to celebrate their successful surgeries. Jane easily buys that lie and starts nattering about how busy she's been with the launch of her new swimwear line...and Kimberly says she just remembered she has to go back to work now, tells Jane she's welcome to eat her shrimp salad, and beats a hasty retreat. Once she's fully out of hearing range, Jane tells Michael she gets the impression that Kimberly doesn't have much of a life, and Michael mumbles in agreement.

At the engagement party, Lucy introduces Alison and Billy to her dorky fiance - just as Amanda makes a grand entrance in a sexy sleeveless number. She asks Alison whassup with her inviting Billy, so Alison says she dragged him along 'cause he had nothing better to do this evening. Amanda perks up at that and asks Billy to dance, and he's like 'sure, what mixed messages could possibly arise from that?' and follows Amanda onto the dance floor.

Lucy asks Alison why Amanda still refers to Billy as her boyfriend...and when Alison shrugs and is all, "I dunno", Lucy clucks knowingly and says she always suspected that a man was at the root of her conflict with Amanda.

Amanda tells Billy she misses him, and that she sees in his eyes how much he misses her too and assumes that he's deeply unhappy living in his shitty Melrose Place apartment. When Billy just stares dumbly into space, Amanda asks if they can remain friends, and he's like, "Uh, sure" ... and Amanda leans in for a kiss - just as Alison appears, stares at them incredulously, and mutters, "God...what's happening to meeeeee?!" LOL.

Alison later admits to Billy that the sight of him kissing Amanda made her physically sick, and that she's somehow equating the kiss to her discovery that Michael is cheating on Jane. Billy's all, "Michael is cheating on Jane?!" then assures her that he's not the kind of guy who falls into bed with a woman he doesn't love. He also points out that he's never acted on the temptation to doink her [her meaning Alison] and Alison gets flustered by that admission and scurries off to bed.

Kimberly tells Michael she laid awake all night thinking about how her shitty behavior is affecting an unwitting Jane. Michael grunts dismissively and says that since he's compartmentalizing the various components of his life, he's able to pronounce - with a straight face and a clear conscience - that their affair has absolutely nothing to do with his marriage. 

Alison tells Amanda that the mind games she's playing regarding her and Billy aren't going to work - but Amanda's like, "Sure they will" and says she's fairly confident she can easily lure Billy back to her any time she wants. Alison insists she's wrong about that 'cause of how special Billy is - bwahaha! - and Amanda chuckles, then mockingly says it almost sounds like she's in love with the dolt.

That evening, Alison steals covert glances at Billy, who's doing some writing on the computer, shirtless. A few seconds later he decides to take a break from his writing and tells Alison he's off to Shooters.

At Shooters, Billy seats himself next to Michael and starts nattering about how much Amanda still wants him, then wonders aloud if he should just throw all caution and good sense to the wind and satisfy his carnal needs and worry about the consequences later. Subtle, Billy. Michael rolls his eyes and advises Billy to just go for it...and Billy says he definitely would if he weren't so worried about other people finding out and getting hurt. Michael glares at him, says it's painfully obvious that Alison gossiped to him about what she saw in the hospital parking lot, and bitchily reminds him that they're fellow tenants not friends. He snarks at Billy to stay out of his personal bidness, then storms out of the bar.

Alison is complaining to Jo about how complicated her life has gotten ever since returning from Seattle, then rails about how aggressive Amanda is when it comes to her lust for Billy. Jo grins and says she thinks that she (Alison) and Billy would make a great couple...and Alison's like, "Me too!" and says she's heading back down to her apartment to interact with Billy in more of a spontaneous, in-your-face sexy kind of way than she's been doing up until now.

Alison returns home just as Billy is listening to yet another answering machine message from Amanda, who's moaning about desperately she wants him to drop by her lonely apartment. He tells Alison he's going out, then rushes out.

Jo drops by Jake's apartment, hands him the finished tax return for Jake's Bikes, and smugly says she [fraudulently] "juggled the numbers" to the point that he no longer owes the IRS any money. When Jake expresses concern about being audited and getting into hot water with the IRS, Jo breezily says that everyone cheats on their taxes...then urges him to just shut up and sign the papers, drop them in the mail, and move on with his life.

Amanda is delighted when Billy comes over and tells him that ever since he moved out, she's been missing having someone around to share her feelings with. She hugs and kisses him, then invites him to accompany her to the bedroom...and he mulls over that possibility while staring vacantly into space.

A S.W.A.T. team descends onto Melrose Place and surrounds Jake's apartment, demanding that he come out with his hands up and face the serious charge of submitting a falsified tax return. Jake wakes up in a cold sweat beside Jo and tells her they still have time to avoid committing tax fraud.

Billy returns home to report to Alison that despite running over to Amanda's place for a quickie, he opted to not hit the sheets with her. Alison says she's skeptical 'bout that, given how sexy Amanda is and how horny men can be - and Billy gets annoyed that she doesn't believe him and storms out of her room.

Jake and Jo stake out the mailbox until the mailman comes for his morning pickup. They appeal to him to give them back the tax returns that they dropped in the mailbox the night before 'cause they're afraid of getting into trouble with the IRS...and the mailman's like 'sure, I'll indulge you at the risk of losing my job' and agrees to hand over the envelopes if they can present some photo ID. Jake and Jo breathe a huge sigh of relief, but then wonder aloud how on earth they're going to come up with $8,000...and this really seems like a subplot that maybe should have ended up on the editing room floor.

Jane calls the hospital and asks to speak with Michael, but is told he has the day off. She's all, "Day off..?" while scrunching her face confusedly.

Michael is lounging on the beach with Kimberly, who natters about how tortured she's been deciding how eager she is to leap head first into a torrid affair with a married douchebag. She then happily announces that she's totes fine with them continuing to hook up with no commitment or strings attached, and Michael lets out a delighted woot and sexily mounts her atop the beach blanket.

Amanda asks Alison how exhausted Billy was after last night's romp, and Alison says she's choosing to believe Billy, who insisted that there was no penetration. Amanda chuckles and says it stands to reason that Billy wouldn't tell her the truth about their 'on the down-low' relationship, and Alison says she has faith in Billy, and that what they share is far more substantive than a mindless doinkfest.

Jane waits up for Michael, who returns home from the beach, pretend exhausted about what a busy day he just had at the hospital. He asks Jane to open a bottle of wine, then heads straight to the shower...and a suspicious looking Jane searches his pockets, then discovers sand in his sneakers, which she turns upside down so that the sand dramatically spills onto the floor, making a mess for herself to sweep up.

Alison apologizes to Billy for doubting him about not hooking up with Amanda, and admits that she's been far too timid about going after what she wants...and by wants, she means make a clear pass at him. The two smooch for several long seconds before Alison pulls her lips away and says good night, leaving Billy staring hornily into space.

Recap: Amanda spots Alison on the street as the two approach the D&D building, says good morning, then asks to see the report she asked her to write. Alison pulls it out of her briefcase and proudly says she worked on it all night...and Amanda gives it a once over, makes an ew face, and dismissively calls it slipshod work. When Alison suggests they let Lucy look at it and decide how slipshod it truly is, Amanda snappishly says she really doesn't care what Lucy thinks of it, then wearily says, "Forget it" and asks her how Billy's doing. Alison tells her he got a fact checking job at Escapade Magazine, and Amanda chirps, "Good for him!" and credits herself for always encouraging Billy to improve himself. LOL. Alison tells her she thinks it's best if she and Billy don't communicate anymore, 'cause 1) his life seems complicated enough right now, and 2) it's painfully obvious he's no longer interested. Amanda breezily retorts that she's glad to hear he's doing well and snidely says she hopes that she (Alison) will start doing a better job on her D&D reports.

Cameron tells Billy he called Columbia to get samples of his writing - but that no one could find anything attributed to him in the college newspaper archives. Billy says he probably used his pen name, William Campbell, but Cameron smugly retorts that he used all the variations of his name - William, Bill, Will, Willy, Billy-Willy, Willy-nilly - and still came up with nothing. He accuses Billy of lying on his resume and threatens to out him to Nancy...and Billy says, "Go ahead" - just as he receives a call from Nancy summoning him to her office pronto. Cameron shoots him a smug grin and says, "I already did." Tattletale.

Billy confesses to Nancy that he lied on his resume - but, in his defense, only did it 'cause he didn't think she'd hire him if he hadn't attended a fancy school like Columbia. Nancy says she hired him 'cause he has potential, then decides she's A-OK with his deviousness and assigns him to cover a dog wedding in Hollywood. As Billy woots excitedly at landing the puff piece, Nancy says she believes in second chances and warns him to not let her down.

At the hospital, Kimberly tells Michael she has a tattoo in a place he'd never suspect, then asks him to guess where. He's like, "Shoulder?" so she coquettishly bares a shoulder and goes, "Nope" ... and he also guesses wrong about her leg and ankles. When he gives up on the tediousness of guessing which of her body parts is tattooed, she reveals that the tattoo is a butterfly that she impulsively got during a torrid affair while in medical school.

Matt and Rhonda are lunching at Shooters when Rhonda says she's been noticing a guy checking her out from across the bar. A few seconds, the ogler wanders over - but focuses his attention on Matt and introduces himself as Scott Daniels, aka a lawyer from the firm that had handled his wrongful dismissal/discrimination suit. He gives Matt his card and suggests they get together for dinner sometime, and Matt blushingly promises to give him a call.

Amanda leaves Billy three 'please call me!' phone messages, 'cause she's somehow unaware that she's hot enough to have any man she wants and could therefore do a helluva lot better than a vapid lightweight like Billy. Alison hastily hits delete just as Billy arrives home and excitedly tells her he got the green light to cover a Hollywood dog wedding - LOL - and when he asks her if he got any messages, she shakes her head and says that it looks like the answering machine is on the fritz again.

A few days later, Nancy reads over Billy's dog wedding article and gets all touchy feely with his shoulders as she gushes about how much she looooves his writing. She tells him she's so impressed that she's promoting him to staff writer, and he squeals happily and exclaims, "I don't know how to thank you" ... and Nancy slyly retorts, "We'll think of something." Heh. And ick, Nancy. Ick.

Amanda admonishes Alison about yet another subpar report she wrote that once again isn't worthy of showing to Lucy. She says she doesn't mean to be harsh, but that her work is nowhere the level it was before she "ran off to Seattle with Keith". Alison grits her teeth and smilingly concurs with the "constructive" criticism, then gets a call from Billy, who excitedly tells her he was just appointed staff writer at Escapade. Alison's like, "That's great Billy!" and proceeds to repeat, in full hearing range of Amanda, the time and place of the celebratory dinner he's throwing for the entire Melrose Place gang that evening. Amanda makes a mental note of that intel and tells Alison to pass along her hello to Billy.

At Billy's celebratory dinner, Jake toasts Billy's promotion, and Billy thanks everyone for their friendship. A few seconds later, Amanda shows up to pick up her takeout and is all, "What a surprise to see you all here!" - LOL - and tells Billy she's been leaving messages on his answering machine. He's all, "Wha-a-a?" and says he never received them, likely 'cause the answering machine has been acting up. Amanda buys that fib and tells him they should talk, then kisses his cheek and murmurs, "Call me." Jake stares quizzically at Billy and asks whassup with the hot woman he dumped still paying that kind of attention to him, while Michael openly expresses how dazzled he is by Amanda's blonde gorgeousness.

After dinner, Jo remarks to Alison how weird it was that Amanda just happened to show up at their dinner party, and Alison tells her she's been erasing Amanda's messages for Billy. Michael, meanwhile, urges Billy to follow his libido and keep Amanda around as a fuck buddy if she's game...then laments that he doesn't have that luxury, being married and all - but then wonders aloud, "Or do I?" LOL. Jake concurs with the first thing Michael said and advises Billy to take a second look at Amanda and reconsider tapping that again.

While Jake and Jo canoodle in bed together later, Jake says that Michael clearly has a wandering eye and was gauging his and Billy's reactions to him wanting to seek out some extramarital hanky panky. Jo shakes her head disapprovingly and says she thinks that Michael is heading into dangerous territory...and I kind of zoned out during the rest of that conversation, which gets cut short anyway when they abruptly stop talking and go at it in earnest.

Alison confesses to Billy that she erased Amanda's messages from the answering machine, then apologizes for also not passing along her verbal 'hope you're doing well' messages. She offers to make up for her deviousness by taking him to lunch tomorrow, and he happily takes her up on it...and doesn't look remotely upset at missing out on Amanda's many messages.

Alison arrives at Escapade Magazine at around noon, and Cameron greets her and tells her that Billy is currently schmoozing with the boss. He points at a nearby conference room with a big window wall so that everyone can see Nancy perched atop the conference table in a miniskirt, baring her shapely legs to Billy, who's seated on the chair beside her.

Nancy is gigglingly telling Billy an anecdote about men and the unsightly comb-overs they sometimes like to sport. Billy suggests doing a future puff piece on that...and Nancy says that's a great idea, then ruffles his hair and says it doesn't look like he has any reason to fear balding anytime soon.

After lunch, Alison tells Billy that Nancy is clearly flirting with him - but Billy laughs it off and says he's under the illusion that Nancy hired him purely for his writing talent. When he chides her about always thinking the worst of people, she snaps, "Fine!", thanks him for joining her for lunch, and huffily storms off.

Kimberly tells Michael that the dermatologist she's been dating dumped her for his ex-girlfriend...and that last night she wept bitter tears, not for the guy who dumped her, but rather the guy she's currently just friends with who she can never have. As the two clutch hands, Michael cluelessly asks her if this friend knows how she feels about him...and she shoots him a smoldering look and says, "He does now" and purrs about how much she'd looooove to spend the night with him. Michael responds by staring back at her with a pained look on his face.

Matt heads out for his dinner date with Scott Daniels. He runs into Rhonda in the courtyard, who coos excitedly about the first date he's had in awhile and wishes him a fun time.

Alison cooks Billy a pasta dinner and apologizes for assuming that Nancy just wants to get in his pants. She muses that perhaps Nancy is just naturally a touchy-feely person...and Billy mulls over that possibility before telling her he can't stay for dinner 'cause he only stopped in to change into something more comfortable before heading back to the office to finish up his latest puff piece - a cat bat mitzvah? - with Nancy.

Michael races after Kimberly in the hospital parking lot - and she tells him she's so mortified after baring her true feelings that she just wants him to leave her alone so she can slink home in shame. He blocks her from entering her car, says he doesn't want to lose her friendship, then pulls her towards him and plants a hard smooch on her lips. A startled Kimberly purrs, "Don't start something you can't finish" and Michael's like, "Mmm hmm..."

Scott Daniels lights up a cigarette in the restaurant and tells Matt that his firm likes to represent companies who pollute, corrupt, and generally make people's lives miserable 'cause it's incredibly lucrative. He then tells Matt he was very surprised when he didn't move forward with his discrimination suit, not least 'cause it was such an airtight case - but Matt just shrugs and says he really just wanted to get his job at the halfway house back so he could continue to mentor innercity kids. Scott's like, "Whatever" and says he could make a ton more money giving therapy sessions to spoiled Beverly Hills kids.

Jane is all canoodly when Michael returns home from work and tells him she's cooking an elaborate roast chicken dinner. He tells her he's going to have to pass 'cause he already ate at the hospital and just wants to go to bed now...and she scrunches her face in disappointment and agreeably says they can always save the chicken for tomorrow night's dinner. 

Nancy offers Billy a drink and creepily pats the space on the couch next to her. She tells him the latest research he did is very good, then starts rubbing her neck and complaining about it being all in knots. Subtle, Nancy. She asks Billy if he wouldn't mind giving her a neck massage, and he's like, "Uh, sure" and starts awkwardly rubbing her neck. She moans, "That feels soooooo gooooood", then suddenly turns around and plants a smooch on him. Billy's all, "Whoa!", pushes her lips away, and suggests they forget this happened...and she snaps, "Fine. Let's also forget about your promotion."

Rhonda asks Matt how his date went and if he and Scott hit the sheets, and  Matt makes a blech face and tells her that Scott is definitely not his type. Rhonda urges him to give Scott another chance, and he reacts all prickly-like and says that just 'cause he's gay doesn't mean he's obligated to leap into bed and/or a relationship with the first fellow gay who shows an interest in him...then reminds her that she sat home alone on plenty of Saturday nights before finally hooking up with her Mr. Right.

Billy tells Alison about Nancy revoking his promotion after he rebuffed her advances, then grumpily says he probably should have just given into her. He muses, "She's not that bad looking...and I'm a guy. I like sex", to which Alison [refrains from giving his head a good shake and] suggests he seek legal assistance to call out Nancy on sexually harassing him so she can be pressured to give him his job back. Billy mulls that over, then decides it's best if he just handles the situation his own way.

As Michael is shaving, Jane gives him a from behind canoodle, coos, "I looooove you", and asks him if he wants to get together for lunch later. When Michael shiftily says he'll be too busy at the hospital, she suggests they have dinner together instead, and he mumbles something in the affirmative. As soon as Jane leaves the apartment, Michael gets on the phone with Kimberly and says he really needs to see her.

Billy confronts Nancy about last night's brazen act of sexual harassment in the workplace and shames her for using her power to diminish others, then calls her pitiful and storms out of her office. Nancy cries, "Billy, wait!" and sheepishly admits that she's deeply embarrassed by the way she behaved, then explains that during her climb up the corporate ladder she had to put up with a lot of abuse and come ons...and figured 'why not be just as big an asshole as those men were to me and turn the tables on my fact checker?' She says she now wants to make it right and offers him his staff writer job back without any "funny business" ... and Billy accepts before the two shake on it.

Michael arrives at Kimberly's apartment for lunch, and she motions at the dining table and the scrumptious salad she prepared for the two of them. Michael ignores the food and starts caressing her face, then moans about how he can't stop thinking about her before giving her an intense smooch. As the two go at it even more intensely, Michael mounts her atop the salad bowls that are sitting atop the dining table (the fuckety fuck he doing?!), instead of mounting her atop the couch, conveniently located just a few feet away.

Recap: Jake and Jo wake up in bed together and canoodle playfully, each gushing about how awesome in bed the other is. When the phone rings, Jake scrunches his face confusedly and says he never gets calls before 8am and lets the answering machine pick it up. The call is from his ex-squeeze Perry (last seen in the For Love or Money episode), asking him to call her back asap. Jo snappishly asks who the hell Perry is, and Jake breezily says she's just some drug-addled freakshow he used to get busy with. He assures Jo he has no intention of calling her back...and when she seems satisfied enough with that, he steers her back to bed for a morning romp.

When Alison wanders into Lucy's office, Lucy stares at her incredulously and is all, "The fuck are you doing here?" Alison sheepishly tells her she's back in L.A. after it dawned on her what a dumb decision it was to move to Seattle after abruptly resigning from D&D. She says she's prepared to beg for her old job back...and Lucy shakes her head and sighs, "Oh Alison.." She tells her that the position is still available so she'll allow her to interview for it - but adds that she's turned over the hiring decision to someone else.

Alison returns to her old cubicle, says hey to Amanda, and explains that she's here to hopefully get her old job back...and Amanda's like, "You have to be kidding" and gleefully informs Alison that she's the someone else who's been doing the interviewing. Alison tells her that things with Keith didn't work out and that she's back to roommating with Billy, then implores her to put all their past bitchiness behind them and revert to being friends-ish. Amanda's like 'sure, why not?' and says that until a hiring decision has been made, she'll do her best to convince Lucy to re-install her in a humiliating capacity, aka let her go back to her lowly job as receptionist and answer the phones.

Jake and Jo are finishing up at Jake's Bikes for the day when Perry shows up and tells Jake she really really needs to talk to him alone. Jo glares at her suspiciously, then kisses Jake goodbye and smugly says she'll see him at Melrose Place later.

Alison returns home to a living room filled with her newly arrived moving boxes and furniture. She tells Billy she got her receptionist job at D&D back, then complains that if she's going to successfully climb the corporate ladder, there's no way around having to shamelessly suck up to Amanda. Billy concurs, then tells her he's "enhanced" his resume with faux educational and employment credentials and listed her as a fake employment reference in the hope that something fruitful will come of that.

Perry tells Jake she used to dabble in the unsafe habit of needle exchanging during her 'shooting up heroin' phase...then eventually decided to go to rehab and get herself clean. She was on track to stay on the straight and narrow when she suddenly got a strange flu-like illness, and was subsequently diagnosed with AIDS. Jake murmurs, "My God" ... and a few seconds later it dawns on him that her frightening condition might possibly affect him. Perry asks him if he's ever been tested for AIDS...and when he says he's never had a reason to, she solemnly replies, "You do now."

Jo drops by Jake's apartment to ask how his chat with Perry went, and he shiftily tells her that Perry has fallen on hard times and needs money. He then says he's off to bed now...and when Jo perks up and goes, "Great idea!", he retorts, "Not tonight." Jo scrunches her face confusedly and unhappily retreats back to her apartment.

The next morning, Alison wanks Amanda by telling her how fond of and inspired by her greatness she is, and that she's looking forward to learning from her and being part of a successful team. Amanda looks amused by the heavy dose of brown-nosing and cheekily tells Alison she hopes she'll continue to be an inspiration to her, then reminds her to have enough coffee brewed for her morning meeting with a client.

Billy arrives at Escapade Magazine clutching a bouquet of flowers. He tells the receptionist that they need to be hand delivered to Nancy Donner, the managing editor, 'cause it's a singing delivery...and the receptionist buys that nonsense and directs him to the appropriate office. As Nancy Donner finishes the phone call she's on, she squeals happily at the sight of the flowers, and Billy admits using them to sneak into her inner sanctum 'cause he's sooooo tired of enduring the traditional job-seeking process and was sooooo confident she'd be sold on the idea of hiring him after meeting him in person, reading samples of his writing, and perusing his fake resume. Nancy looks impressed by his bogus Columbia Journalism School degree and employment credentials, and says if his column samples aren't an illiterate disaster, she'll maybe consider calling his faux job reference. 

Jake summons Perry to a restaurant and accuses her of trying to pull a scam, then reminds her that it's been over a year since they last hooked up. Perry says she has no idea how long she's been HIV positive and points out that for all she knows he was the one who gave it to her. She tells him he could be at risk and urges him to get tested asap...and to also urge Jo to get herself tested.

Alison tells Billy she got a call from Nancy Donner, then giggles about how she lied through her teeth about what an awesome employee he was while under her tutelage. She then whines about how shitty it is to be working at D&D in a demoted capacity, and blames this misfortune on Billy's hookup with Amanda. Billy curtly reminds her it was her stupid decision to quit her job [without the courtesy of giving at least two weeks notice to her employer, no less] and move to Seattle - only to slink back to L.A. two weeks later.

Matt arrives at Shooters and asks Jake why he's so glum, and Jake blurts out, "Have you ever had an AIDS test?" then wonders aloud if it's truly necessary to be tested after possible exposure to the virus. Matt's like, "Uh, yes it is, idiot" to his second question, then reveals that he once had an AIDS test after sexing with a dude who got sick and eventually died of AIDS.

Jake takes Jo on a motorcycle ride to a remote overlook to break the news that Perry has AIDS. Jo's all, "Wha-a-a-a-a?!" and asks him if he ever doinked Perry without protection...and Jake admits that he probably did, much like the foolish raw-dogging the two of them have engaged in on more than one occasion. Jo stares back at him in horror and says she now deeply regrets not wanting to spoil the mood with a pesky condom, and Jake says he'll never forgive himself if he unwittingly infected her with HIV.

Lucy summons Amanda to her office and says she can no longer bear the sight of Alison "killing herself" answering phones at the reception desk, and adds that there's really no good reason to not give her her old job back. Amanda says there's a perfectly good reason, namely that they don't get along - and Lucy rolls her eyes and reminds her that this is a place of business, and that she's going to have to grow up and function as part of a team. She then summons Alison, who squeals excitedly when a visibly pissed off Amanda tells her she's been rehired to her old position - but warns her that this time they can't allow their [non-existent] friendship to get in the way of work.

Jake and Jo go to a medical clinic to get tested for AIDS, then lament the torture of having to wait 24 hours for the results. Jake tells Jo he's going to take his mind off the test by heading back to Jake's Bikes and working on motorcycles, and Jo says she's going to do her best to think of anything but the possibility that she may have contracted a deadly virus.

Nancy Donner has somehow hired Billy to work at Escapade Magazine, and he arrives for his first day on the job as a fact checker. Nancy greets him, gives him a brief tour of the office, then hands him off to a journalist named Cameron to fact check a restaurant review. As Nancy ambles off, Cameron asks Billy where he went to school...and when Billy fibs about graduating from Columbia's School of Journalism, Cameron lights up and goes, "Hey me too!" LOL. He says it's odd that they never met, given what a relatively small program it is, then shakes off that seed of doubt and advises Billy to do his best to make a good first impression.

Amanda chides Alison for the lazy, sloppy-ass job she did on her latest assignment and says it's not even worthy of showing to Lucy. Alison disagrees and says she wants Lucy to look at it and decide for herself - but Amanda bitchily refuses and snaps, "It's fine when I say it's fine!" She reminds Alison that she works for her...and if she can't get that straight, she'll be out of a job.

Jake is at his shop, repairing a motorcycle, when he has needless back-to-back flashbacks of doinking Perry, and then Jo. A few seconds later, Jo arrives at the shop and asks him how he's holding up under the stress, and he admits that he can't stop thinking about his impending test results. He suggests they close up the shop for the day and take a motorcycle ride...and in the next scene, the two are out in nature somewhere, roasting marshmallows over a campfire. The two contemplate the peaceful beauty of sitting under the stars and realize what a privilege it is to be young and healthy. Jo says she has a newly acquired clarity about her life and vows that if she's HIV positive she'll fight as hard as she can to stay alive. Jake says that he too has clarity, namely that he loves her...and she thanks him and returns his I love you.

Jake returns to the clinic for his test results and is informed by the doctor that he tested positive. He pales, is all, "Wha-a-a-a-a?!", and starts twitching - until he wakes up in a cold sweat inside a sleeping bag next to the doused campfire. He pokes Jo awake and suggests they pack up and go enjoy a hearty breakfast.

Alison tells Amanda she has no interest in being her whipping post on account of any unresolved jealousy she may still have about Billy. Amanda's like, "Unresolved..?" and reminds her that she was there for Billy when his father died and hints that they've been seeing each other on the down low. Alison stares back at her in shocked bewilderment before hastily excusing herself.

Jake and Jo return to the clinic (for real this time) and both get the good news that their blood tests came back negative for HIV. Phew! The doctor urges Jake to be more careful about where he dips his wick and to use a damn condom whenever he hits the sheets with the kind of women he's inclined to hit the sheets with.

Nancy Donner summons Billy to her office to congratulate him for the bang-up job he did on the restaurant review and give him his next assignment. She then tells him she was at the gym last night and was on the stairmaster next to a hottie who looked a lot like Billy, and coyly confides that she was tempted to make a move on him. Oh yeesh. She asks him if he thinks the guy would have found her attractive, and Billy shoots her a blank stare and mumbles that, yep, it's definitely possible that some gym guy he doesn't know would think she's pretty.

Jake drops by Perry's apartment to tell her that both he and Jo tested negative for HIV, and apologize for the shitty way he treated her after she told him about her AIDS diagnosis. He offers to help out in whatever way she needs and adds that despite the two of them making a shitty couple, he's open to giving friendship a try. Perry nods at him tearfully and gives him a grateful hug.

Recap: Billy wakes up to the sight of Alison standing in his bedroom wearing a silky negligee. She rips open his bedroom curtains, starts babbling about love songs, and tells Billy that he blew it, aka she's currently living/canoodling with Keith in Seattle. Billy cries, "Alison!" and wakes up for real...then climbs out of bed and wanders around the apartment (sans furniture) with a sad, dazed expression on his face.

At the hospital, Kimberly is bitching to Michael about her shitty landlord who keeps neglecting to fix her damaged water pipes. Michael tells her it just so happens that there's an opening at Melrose Place apartments if she's interested in roommating with Billy - but Kimberly makes an ew face and says she's a little old to be living with a roommate. Michael suggests they go to dinner with Billy so she can feel out the situation...and when she asks if he's planning to invite his wife along, he's like, "Well duh."

Rhonda drops by Terrence's new house in the 'burbs and is dismayed to find him flirtily chatting with Carrie, his wacky interior decorator...'cause, yep, somehow that storyline is still taking up air time. Rhonda looks around at the girlish decor and asks whaddup with all the purple paint and lilac themed wallpaper, and Carrie gets all weird and animated as she explains a recent dream she had about Terrence frolicking among lilacs, then decided 'why not paint the man's entire house purple?' Terrence smiles stupidly in agreement and says he has to get to work now, leaving an incensed Rhonda staring daggers at Carrie.

During dinner, Michael works overtime trying to convince Kimberly that Melrose Place would be a great new home for her, and - to Jane's annoyance - gushes endlessly about what an awesome, unobtrusive roommate Billy would make. After dinner, the foursome heads over to Billy's apartment so that Kimberly can check it out...and while that's happening, Billy gets a call from him mom telling him that Papa Campbell just had a heart attack. Billy's all, "Ack!" and tells Michael et. al. he needs to rush over to the hospital to deal with this unexpected family crisis.

Billy arrives at the hospital and quickly finds his mom and his father's physician. Dr. Stevens steers the two into a private waiting room and gently breaks the news that Papa Campbell's heart attack was too massive for the doctors to do anything about. As Billy stares into space with a dumbfounded expression on his face, Mama Campbell wails, "Noooooo!! What am I gonna dooooooo?!" and collapses into her son's arms.

The next morning, Billy returns home and runs into Matt, who tells him how sorry he is about his dad and asks if there's anything he can do. Billy politely replies that he's got everything handled, then enters his apartment to listen to his phone messages. He gets one from his sister Celeste, who gives him her flight info and asks him to pick her up at LAX this afternoon. A few seconds later, Michael and Jane stop by to express their condolences, followed by Jake and Jo...and Billy suddenly gets visibly wigged out by all the visitors inside his apartment and brusquely tells everyone he's off to the bathroom to take a shower.

Billy arrives at LAX to pick up Celeste, who tearfully babbles about their deceased father and what kind of flowers they should select for the funeral. Billy tells her he's thinking about taking over the managing of their father's furniture store, and Celeste tells him that's a dumb idea, not least 'cause he's never demonstrated any interest in or cognitive ability to run a business of any kind.

At the hospital, Kimberly tells Michael she's decided to not move in with Billy 'cause, cold-hearted as it sounds, she has zero interest in getting involved in a man's life unless she's hitting the sheets with him. Michael says, in that case, he'd be happy to stop by her apartment and fix her damaged water pipes, and she perks up at his helpful offer.

While playing pool at Shooters, Billy tells Jake that his father's death is a wake up call for him to grow up and finally enter the world of responsible adulthood...and as they walk home, Billy says he's strongly considering taking over the running of his father's furniture store. Jake shrugs disinterestedly and says he should do that if he really wants to...and as soon as Jake disappears inside his apartment, Amanda steps out of the courtyard shadows and coos to Billy how sorry she is about his father and hopes they can still be friends. He mumbles, "Thank you" and says he's exhausted and really needs to get to bed...and she's like, "Great idea!" and invites herself to spend the night. LOL. Billy politely declines and says he'd prefer she not do that, and she scrunches her face in disappointment and says she'll be thinking of him. She leans in and gives him a kiss on his unresponsive lips, then dejectedly slinks home. Billy listens to a message from Alison on his answering machine - but when he calls her Seattle number, Keith tells him that Alison's not around at the moment.

The Melrose Place gang (plus Amanda) attend Papa Campbell's funeral...and a few minutes later, Alison arrives at the graveyard by cab. Billy sees her and stares sadly at her from across the lawn, and she sadly stares back at him.

Amanda ambles over to Alison to say hey, exchange pleasantries, and asks her if she's back to stay...and Alison says she just came back for the funeral and to emotionally support Billy. Amanda remarks how exhausted Billy was last night (thereby implying their togetherness) ... and when Billy wanders over, she tells him to call her if he needs anything. As soon as she's out of earshot, a bemused Alison says, "I thought you broke up with her" and Billy wryly says he did, then invites her to bunk in her old bedroom while she's in town.

Michael tells Jane he needs to stop by the hospital and check on his patients...and by check on his patients he means go to Kimberly's apartment and fix her kitchen pipes.

In the next scene, Michael is finishing up repairing Kimberly's pipes and asks her if anything else needs servicing...and she's all 'hee, nothing you're probably available for' and invites him to stay for dinner. He looks intrigued by the prospect, but declines and says he should probably go home to his wife.

Terrence insists to Rhonda that he wasn't flirting with Carrie and tells her that if she wants the overzealous decorator out of their lives she'll have to fire her herself. Off camera, preferably.

Alison asks Billy whaddup with Amanda showing up at his father's funeral, and he just shrugs and goes, "I dunno" and tells her his boring new life plan is to take over the management of his father's furniture store. She chuckles and asks whatever became of his dream of being a writer, and he gets all pissy and tells her it's not her problem and that she should go back to Keith and Seattle and leave him the hell alone. Alison chides him for trying to scare her off, says she deeply cares about what happens to him, and agrees that they both need to get out of the house for awhile.

Alison and Billy head over to a local amusement park...and after winning a stuffed bear at a ball throwing game, Billy does his best to scrunch his face miserably and squeeze out a couple of tears as he tells Alison how much he regrets not telling his father he loved him, and laments that the man never lived long enough to see his only son become anything resembling a success. Alison assures him that Papa Campbell was proud of him if for no other reason than he turned out to be a big sweet dummy, and Billy hugs her and tells her he's missed her sooooo much [ever since leaving L.A., um, yesterday].

Jo drops by Billy's apartment bearing the gift of a coffee maker...and then the two engage in a conversation about what happens to a person when they die. Jo says she thinks of death as a transfer of energy - and that after her mom died, she used to imagine that heaven was a fun summer camp.

Matt invites his dad to have lunch with him at a diner...and a suspicious looking Papa Fielding is all, "Why exactly are we here?" LOL. Matt explains that they haven't gotten together since the holidays and [after hearing about Papa Campbell's untimely demise] wants them to reconnect and become friends. Papa Fielding mulls that over and decides that that might not be the most objectionable proposition he's ever heard.

Billy brings Alison to his mom's house to sit in the backyard to further contemplate Papa Campbell's death with his mom and sister. Mama Campbell informs Billy that she sold the furniture store to the employees, then urges him to follow his dream of becoming a writer. She hands Alison a letter than Papa Campbell wrote to Billy about a year ago and asks her to read it aloud for everyone...and it's a saccharine note expressing how much he loves Billy, is proud of him, and every night thanks God for giving him such an all around awesome boy-child.

Billy drives Alison to the airport and walks her to the escalator leading to departures...but she turns around and complains that she hates Seattle, has no friends or job...and suddenly realizes that she belongs in Los Angeles. Billy woots happily and offers to take her home, and is so excited to get his roommate back that he picks her up and swings her around happily...and her flailing legs narrowly avoid hitting whoever happened to be walking alongside them.

Recap: Billy wakes up in his new home - Casa Amanda - and struggles to find a comfortable piece of furniture in the living room to lounge upon while he reads the morning paper. He ends up sitting on the carpet and leaning against the kitchen island...and a few seconds later, Amanda breezes into the room, rips open the window blinds, and gushes about what a lovely day it is in this SoCal paradise. Billy gives her a good morning canoodle and thanks her for doing his laundry, and she purrs, "You're welcome" and tells him she really likes having another living thing in her apartment to take care of. 

Keith is driving Alison to work and imploring her to consider moving with him to Seattle. She contemplates how unhappy she's been in L.A. lately, then decides 'why not impulsively take a leap of faith?' and tells Keith that, yep, she'll move to Seattle with him...and he grins happily and thanks her for her ability to make a life decision so quickly.

Amanda makes a snide remark to Alison about being late for work, and Alison's like, "Whatever...I'm quitting D&D and moving to Seattle with Keith." When Amanda's all, "Wha-a-a-a?" and pretends to be disappointed by this development, Alison tells her to cut the shit and admit that she's secretly relieved at the news. Amanda decides to give up any pretense of liking Alison and comes right out and says, yep, she's definitely thrilled, and that her leaving town is the best news she's heard all week. LOL.

Michael gets a call from an old buddy named Sam, who's in L.A. for the weekend and wants to get together for dinner. Michael tells him he has to decline 'cause he's on call at the hospital all weekend...and Jane overhears that part of the conversation and says she'd be more than happy to fill in for the both of them and go to dinner with Sam.

Billy returns to Melrose Place for the last of his stuff and gets Jake to help him carry his favorite leather chair to his cab. By scripted coincidence, Alison arrives home at that exact moment and announces to Billy, Jo, and Jake that she's moving to Seattle with Keith. Billy and Jo contort their faces disapprovingly, while Jake just kind of shrugs and doesn't look like he could give a rat's ass what Alison does with her life.

Jane is out to dinner with Sam, getting caught up on his latest sexcapades. He confesses to always wanting to find a woman just like her, and she chuckles and admits that she once had a little crush on him - before marrying the awesomeness that is Michael, that is. 

Keith tells Alison he booked them on a Seattle flight Monday morning, and she's all, "Ack!" and says she's getting increasingly wigged out by how quickly and drastically her life is about to change...then starts ranting at him about how she's not going to be the kind of woman who gives up having a career to sit home and wait on a man hand and foot. Keith's like, "Well duh" and tells her he fully expects her to get a job, not least 'cause his shitty salary isn't going to be anywhere near enough to support the both of them.

Amanda and Billy have Jake and Jo over for dinner...and Amanda visibly bores of the conversation centered around Alison's imminent Seattle move and changes the subject by asking Billy to get some more wine. While he's in the kitchen, Amanda complains to Jake and Jo about the fugly leather chair that Billy dared bring into her home...and when Billy overhears her, he offers to get rid of it. In the next scene, Jake is helping him carry the chair to the dumpster while warning him to resist losing himself to his sexy, but controllingly bitchy new girlfriend. He asks what Amanda is willing to give up for him, but Billy just shrugs and says he's not keeping score...to which Jake mutters, "Maybe you should." Heh.

Jane drops off Sam at his hotel...and as they bid each other goodnight he leans in, gives her a smooch, and says he's been wanting to do that for years. Jane stares back at him in mute horror before reminding him that Michael is his oldest and dearest friend...and he's like, "Oops" and says he figures it'd probably be best if he didn't invite her up to his hotel room for a nightcap. LOL.

The next morning, Jane is laying in bed, looking weirded out about the kiss, when Michael enters the bedroom to ask her how dinner with Sam went. She mumbles, "Fine" and tells him she's too tired about it right now.

As Michael heads off to work, he runs into Alison in the courtyard and informs her that the Melrose gang will be throwing her a farewell barbecue at the beach this weekend.

Over at Casa Amanda, Billy woots excitedly when he looks over the TV show listings for the evening and sees that the classic Gothic horror flick Nosferatu is airing at 9pm. Amanda puts the kibosh on that plan 'cause her father's in town and wants to come over for dinner...but Billy grumbles that he's always in L.A. and that, frankly, he can't stand hanging out with the man. Amanda reluctantly agrees to cancelling dinner with her father so that she and Billy can be free to watch Nosferatu together...and Billy's all, "Hurray!" and says he's off to drive over to Melrose Avenue to go on his morning jog and explains that he prefers to jog in his old 'hood.

Billy runs into Alison while she too is jogging, and tells her that things with Amanda are going fantastic. They discuss the airing of Nosferatu this evening and how they're going to force their significant others to watch it with them...and as Alison jogs off, Billy stares after her longingly.

Keith and Alison stroll along the beach and talk about their future life in Seattle. Keith says he's absolutely, completely, 100% sure it's the right thing to do, while Alison whines that she usually requires lots of time to contemplate such a major life decision and laments not being able to fall in love as quickly as he can. Keith urges her to not overthink the move to Seattle and let an opportunity like this slip away, and Alison mulls that over while staring dully into space.  

Michael returns home from work and is pleasantly surprised when he sees that Jane has prepared a scrumptious, candle-lit dinner for no special reason. He asks again how dinner with Sam went, and she breezily says it was great and that they yukked it up like old times.

Billy prepares a ginormous bowl of popcorn for the airing of Nosferatu, a film Amanda has zero interest in watching and not derisively poking fun at. Over at Melrose Place, Keith shows a similar disinterest in watching the film with Alison and tries to get in some amorous canoodling - but she irritably shoves him away, while Amanda haughtily tells Billy she's had enough of the dumb Gothic horror and angrily stomps off to bed.

The next morning, Billy reclaims what's left of his balls and retrieves his leather chair from the dumpster, then brings it back inside Casa Amanda. He tells Amanda it was a mistake to throw it out, and Amanda makes an ew face as she chides him for making last night's movie watching into "a battle royale", and points out that they can't always share the same taste in everything. She coos, "I missed you last night" and decides that his fugly chair isn't so bad after all...and the two agree that the best part of having an argument [that she instigated and then largely kept going all evening] is the make-up sex afterwards.

Sam calls Michael to tell him he needs to talk to him asap, and will drop by the hospital for a one-on-one. Jane overhears the call and stares worriedly into space as Michael heads off to work.

At the hospital, Sam sheepishly tells Michael, "Sorry about kissing Jane the other night" ... and Michael scrunches his face confusedly and is all, "Wha-a-at are you talking about?" Sam's like, "Oops.." when it's clear that Jane failed to mention the kiss to Michael, who starts wigging out at the thought of his wife kissing/being kissed by another man. Sam asks him if they're still pals and holds out his hand...and the camera cuts away for a commercial, so we never know if Michael hit the pause button on his freakout and offered forgiveness to Sam.

Alison sneaks into D&D over the weekend to clean out her cubicle - but is sneaked upon by Lucy, who growls, "I took a chance on you!" and admonishes her for giving the company zero notice before slinking off into oblivion. She asks if Amanda was the one who drove her out and adds that she's infamous at D&D for her catty bitchitude - but Alison assures her that her abrupt resignation has nothing to do with Amanda and everything to do with trailing after Keith, who just landed a job in Seattle. Lucy shakes her head disapprovingly and says she never figured her for a quitter, then asks why she doesn't just let Keith go to Seattle on his own. Alison mumbles, "It's very complicated", to which Lucy shakes her head in disgust and then, for some reason, graciously offers to give her a job recommendation.

Michael returns home from work and bitchily confronts Jane about her secret kiss with Sam...and Jane sheepishly insists that the kiss was no big deal, and that she didn't tell him 'cause she knew he'd react like the pissy little boy-child he's acting like right now. Rhonda chooses that moment to burst in and ask if she can hitch a ride with them to Alison's farewell barbecue beach party...and when she realizes they're acting hostile towards each other, she's all, "Awkward."

At the beach party, Jane is barbecuing burgers with Michael, telling him to stop sulking about Sam kissing her and grow the hell up. Amanda, meanwhile, rudely mocks the beach party to Alison's face as "quite the sendoff", and Alison retorts that it's called having friends - not something she (Amanda) appears to have any of, then adds that it's not terribly surprising, considering the bitchy reputation she's earned for herself among the D&D dregs. Amanda accuses Alison of being jealous of her, her job, and the fact that she's dating Billy - bwahahaha! - then barks at Billy to take her home now 'cause she's not feeling well. Billy stares dumbly into space for a few seconds before mumbling, "I guess I'm outta here" and gives Alison a goodbye hug. Alison warns him that Amanda is not the right woman for him..and Amanda proves her point by yelling at Billy to get his ass into gear and dutifully follow her.

Jane apologizes again for the Sam kiss...but when Michael responds with more sullen pouting, Jane rolls her eyes and says it's irksome that their entire marriage seems to be built around the principle of keeping him happy. Michael stares at her quizzically and actually asks, "What's wrong with that?"

Michael arrives at the hospital and finds Kimberly snoozing in the staff lounge after being on call all night. He sits on the far edge of the sofa and tells her he feels like he's losing it, then remarks that she's sooooo much easier to talk to than the floozy he has at home. Kimberly says that home should be a place where he's appreciated, then offers to buy him breakfast in the hospital cafeteria...and he responds by smittenly smiling back at her. Mmm hmm..

Amanda bitches at Billy for leaving his wet towels strewn about the bathroom floor...then goes on a strange rant about how Alison probably didn't have a problem with it when they were roommates - but that she's glad she's not a ditzy yokel from the Midwest who's so scared of living in L.A. after being carjacked that she's fleeing to Seattle with a guy she barely knows. Billy scrunches his face angrily and says she's wrong about Alison, who he finds to be deep, sensitive, and undeserving of being judged by her "screwed up rules". He finally decides 'fuck this toxic relationship' and says he's suddenly willing to go past the point of no return by declaring that it's painfully obvious they moved in together waaaaay too quickly...and that despite her extreme blonde hotness, he simply can't stand being around her anymore. Amanda shoots him a hate-filled stink-eye, tells him to be gone by the time she returns home from work, and storms out of the apartment.

Billy and his leather chair make their triumphant return to Melrose Place, where Alison and Keith are anxiously waiting for their tardy airport van. He offers to ferry them to the airport, then tells Alison he ended his ill-fated hookup with Amanda.

When the three arrive at Valley Airport, Keith thanks Billy for the ride and boards the plane, while Alison hangs back for a second, drawn out goodbye. Billy implores her to not get on the plane, leave the best people she's ever known, and live a miserable life in Seattle - but Alison insists that she has to go and heads toward the plane. Billy yells, "Pleeeeeeeease!" - and when Alison doesn't respond, he stares sadly into space before dejectedly wandering off.

Recap: The morning post-doink, Amanda brings Billy breakfast in bed...and he's all "Mmm.." at the thoughtful gesture and gives her a big smooch. A few seconds later, Amanda's father phones to tell her he's in town and wants to get together for dinner tonight, and Amanda offers to cook him dinner at her place and says it'd be a fine opportunity for him to meet Billy. When she hangs up, Billy's like, "No can do" 'cause he has plans to see a play with Alison tonight - but Amanda lets out a derisive snort and says that now that Alison has re-hooked up with Keith, she can take him to the play instead.

Keith and Alison are driving to the beach in his red Mustang convertible, and he tells her how badly he wants to pick up their relationship where they left off. Alison says it's not that easy 'cause she doesn't fully trust him yet and would prefer to stick to friendship. Keith pretends he's A-OK with that and says he doesn't want to put any pressure on her.

Jo arrives at Jake's new bike shop to deliver a lunch of pizza and beer. She looks around at all the progress Jake has made and excitedly chirps, "We're going to open on time!" then suggests they put their heads together and come up with some sort of business plan. Jake flinches at her use of we and the task of formulating a business plan and wryly reminds her that she agreed to be a silent partner. Jo argues that, silent or not, she still has to protect her investment, and also points out that he can't possibly do everything himself. She suggests he at least look into hiring a bookkeeper, and he gruntishly promises to consider it.

Alison admonishes Billy over the phone for bailing on her for tonight's play, and tells him she can't bring Keith 'cause he has an important business dinner scheduled. Billy says he really really needs to dine at Amanda's tonight to see whether or not he'll pass muster with her father [spoiler: not], and Alison mulls that over and decides she's fine with attending the play by herself. After she ends the call, Keith offers to loan her his Mustang to drive to the theater...I'm guessing 'cause her car Betsy isn't operational these days.

Papa Woodward gabbles at Billy about his love of neat scotch, and Billy just shrugs and says he likes beer, the preferred alcoholic beverage among minimum wage earning cab drivers such as himself. A dismayed Papa Woodward lumbers over to the kitchen where Amanda is preparing dinner...and when she asks him if he finds Billy as witty, amusing, and all around awesome as she somehow does, he's like, "Fuuuuuuck no" and says he'd be shocked as shit if her relationship with the bonehead extends past Season 1.

After the play, Alison walks to the gritty looking side street she stupidly parked Keith's car on. Two shady guys who have been lurking several feet away suddenly run over, point a gun at her, and demand the keys to the Mustang. She's all, "Wha-a-a-a-a-a?" and tosses her purse at them...and after they squeal off, she dramatically clutches the nearby chain link fence and wails, "Oooooooh God!"

After the commercial break, Alison huddles in her bed and whimpers to Keith about how terrified she was that the carjackers were going to kill her. She asks him to huddle under the covers with her, so he climbs into her tiny bed and tightly spoons her from behind.

Billy returns to the apartment the next morning and is all, "Wha-a-a-a-a?" when Alison tells him she got carjacked last night after the play. He scrunches his face concernedly and says he wants to hear all the gory details, but Alison snarkishly says she left him a bunch of hysterical messages on their answering machine soon after the carjacking, then stomps out with Keith. It remains unclear why she'd leave messages on her own answering machine instead of calling Billy at Amanda's, where she knew he'd be.

Terrence tells Rhonda he bought the ritzy house in the suburbs they looked at during the Picture Imperfect episode and wants her to consult with the decorator he hired to ensure that her design choices are tasteful.

Alison is at D&D, doing her best to focus on her work - but she's unable to get the image of the carjackers out of her head and has scary looking black and white flashbacks. She's startled when a concerned Amanda taps her on the shoulder and asks her if she's OK, and she's like, "Not really" and says she's going home for the rest of the day.

Rhonda arrives at the ritzy suburban house and learns that Terrence's decorator is Carrie Fellows, aka her deranged roommate from the Drawing the Line episode. Carrie tells Rhonda she upgraded herself from closet organizer to interior decorator, and is not nearly as high-strung as she used to be...then waxes on about how super amazing she finds Terrence to be.

Billy tells Amanda he feels guilty for making Alison go to the play by herself and grumbles about Keith swooping in like a white knight. An irked Amanda reminds him he's not Alison's boyfriend, and Billy's like, "Whatever, I still feel guilty for not being there that night", and Amanda stares back at him in dismay.

Alison heads down to Melrose Place's laundry room dungeon, which is darker and spookier than usual 'cause the light bulb is newly burned out. As she creeps down the dark stairwell and has more of the scary black and white flashbacks of the carjacking, Keith startles her by appearing out of nowhere, grabbing her by the shoulders and going "Boooooo!" before asking er whaddup with her being in this dark stairwell by herself. She clings to him fearfully and cries about how skeered she is, so he suggests they blow this shitty apartment complex and head for the safety and comfort of his beach house.

Alison and Keith sit by the fire at his beach house. Alison coos at him about how safe she feels here, and the two start kissing and going at it. The next morning, they walk along the beach, hand in hand, and Alison natters about how fearful she continues to be. She asks Keith if he'd like to move in with her since Billy's never around, and he beams happily and says he'd loooooove to replace the bonehead as her domestic co-inhabitant.

Carrie gushes to Terrance about how great his new house is and discusses what her approach to decorating will be: a manly form of chintz complimented by dark colors. When Rhonda expresses her doubts that Terrence will respond positively to chintz, Terrence says he's open to exploring his softer side.

Amanda brings Billy to a local park to stare at her favorite art piece: a naked woman statue. As she waxes on about the statue's sublime simplicity, Billy stares back at her blankly and mutters, "It's great." When Amanda asks why he's so distracted, he admits to still being worried about Alison and that he really really wants to check in on her. An exasperated Amanda chides him for not wanting to focus on the person standing in front of him who loves him, then guilts him by revealing that she argued with her father over him. Billy promises to swing by her place after making sure that Alison's OK, but she snappishly tells him not to bother until he's absolutely sure about what he wants.

When Alison tells Jo about the carjacking, Jo says she has a solution for feeling safer...and in the next scene, she's demonstrating her handgun firing abilities at a local gun range. Alison gets wigged out by all the gunfire and tells Jo she's horrified to learn that she owns a handgun, and that she'd rather move back to Podunksville, WI than be armed in Los Angeles.

That evening, Keith informs Alison that he just got a job offer in Seattle from the guys he had the business dinner with the other night and says it'd be awesome if she moved there with him. Alison stares at him incredulously and says she has a life here and can't just pick up and move - but Keith reminds her that Washington State has plenty of dead-end advertising jobs and shitty apartment complexes she could laterally transfer herself over to.

At the bike shop, Jo tells Jake that Alison nearly lost it when she took her to a gun range to show her how well she can fire her handgun, and Jake is all, "Wha-a-a-a-a?! You have a gun?!" He tells her he's been traumatized by the idea of gun ownership ever since a friend of his died from getting accidentally shot, and Jo sarcastically thanks him for the lecture before storming out of the shop.

Billy tells Alison he's very sorry about the carjacking and doesn't want her to be mad at him for bailing on her the night of the play. Alison rails about all the emotional turmoil she's suffered and how badly she needed a friend, a role that Keith has fulfilled with aplomb. Billy bitchily reminds her that he was there for her when Keith broke her heart, and she reacts by storming off to her bedroom...while Keith smirks at him and smugly says, "Night, pal."

Rhonda tells Matt she's dismayed by how much Terrence seems to like Carrie, and a bored Matt's like, "Stop bitching to me and do something about it."

Billy drops by Amanda's apartment as she's getting dressed for work and admits he was "stuck in the past", but now knows he doesn't belong at Melrose Place any longer. Amanda perks up at that and says he definitely belongs in her apartment and invites him to move in asap. Billy says he likes the sound of that, and the two start going at it atop her couch.

Rhonda confronts Carrie by telling her she's coming on too strong and warns her to stay away from her man. An unfazed Carrie points out that she's merely been communicating with her client, who just happens to be a single, special, very rich dude.

Jo drops by the bike shop to deliver a gift and to admit to Jake that he was right about gun ownership, and that she got rid of her handgun. Jake, in turn, admits to being bullheaded about his new business and says he now wants her to be the shop's bookkeeper. Jo accepts the job, then unveils the gift she bought him before plugging it in: a tacky Jake's Bikes sign constructed of fluorescent tube lighting. Jake looks touched, calls the new venture "a dream come true", and gives her a smooch.

Billy breaks the news to Alison that he's moving in with Amanda, and she digests that latest development before apologizing for her bitchitude last night. They concur that ending their roommate situation is sad for both of them, but mutually agree to part ways as friends.

Recap: Billy declares to Alison that he and Amanda are officially dating, and that he hopes it won't affect their status as platonic roommates. Alison snarkishly thanks him for the update, then makes it clear how deeply irked she is that he's stubbornly insistent on continuing to date her D&D superior.

Jake brings Jo breakfast in bed, kisses her awake, and gushes about how happy he is to have everything he's ever wanted in life: a solid relationship, a good job, and a kick-ass motorcycle.

At D&D, Amanda asks Alison if she's OK with the whole Dating Billy Situation, and Alison curtly says she's fine with it as long as she never ever has to talk about it. Amanda wonders aloud if she's so vexed about them dating 'cause she wants to be more than just friends with Billy, then shoots her an angry stink-eye before flouncing back to her cubicle.

Over a dinner of takeout pizza, Jake tells Jo his boss can't afford to pay him right now...and acts oddly zen about the sudden lack of income. A few seconds later, Jo gets a call from the lawyer of her soon-to-be ex-husband, offering her a settlement of 50K for the convenience of a quick divorce. Jo rails at him for wanting to silence her by buying her off...blah blah...and when Jake's like, "Fuuuuuuuck yeah! Take the money!", she haughtily snaps, "My pride can't be bought!"

Alison tells Billy she's suddenly A-OK with him dating Amanda, and confesses to being so annoyed about it 'cause she's insanely jealous of her smart, beautiful, talented co-worker. She says she can't help wonder if she's been so upset 'cause she secretly has feelings for him, and Billy's all, "Wha-a-a-a-a?!" and agrees that they need to have a serious one-on-one tomorrow night to officially sort out whatever feelings they may secretly be harboring for one another.  

Billy takes Amanda ice skating, and she giggles about how much fun she's having and that she's starting to fall for him...'cause, yeah, it's really plausible that a blonde hottie of Heather Locklear's magnitude would so easily fall for a disheveled bonehead like Billy.

Billy drops by Jake's apartment for a one-on-one. He tells Jake that his ice skating date with Amanda went well, but that he refrained from hitting the sheets with her 'cause he feels too guilty about Alison. Jake stares back at him blankly and says the notion of not boning someone as hot as Amanda whenever the opportunity presents itself doesn't compute with him, then urges him to clear things up with Alison asap so he can get it on with his sexy new girlfriend.

Alison receives a flower delivery at D&D by an anonymous admirer with a note asking her to meet up at Shooters tonight. She smugly tells Amanda she's pretty sure they're from Billy 'cause of their plans to sort out whatever feelings they may have for each other...and Amanda stares unhappily at the pretty bouquet.

Rusty informs Jake that he's foreclosing on the bike shop and has no choice but to lay everyone off. He sheepishly admits to being really shitty at running a business and wishes Jake well in his quest for minimum wage employment.

Over dinner at a restaurant, Jo asks Jake whassup with him acting all mopey and distracted. He tells her he thinks she's crazy for turning down her ex's offer of 50K and that only a rich person who's never had to worry about money would turn it down...then explains that he just got laid off from a job he really really liked. When the bill comes, Jo pays with her credit card - and to her bemusement and Jake's amusement, the waitress tells her her card's been declined.

Alison is sitting at a table at Shooters, waiting for Billy to show up, when Keith Grey sneaks up behind her, puts a hand over her eyes and goes, "Guess who?" She's all, "Ack! What are you doing here?", says she's going to pretend this didn't just happen, and rushes toward the exit. Keith chases after her and moans that he's still in love with her - and she reminds him how little respect he had for her when he didn't tell her he was married when they first hooked up. He nods sheepishly, but then says it's no longer an issue 'cause he's divorced now...and adds that he really really misses her. He asks her if she's stopped loving him, and she admits that she hasn't and urgently presses herself against him.

Keith walks Alison to her door and says he'd like to start seeing her again. She agrees, but insists they start back at square one...and Keith says he's good with that and gives her an intense goodnight smooch. When she enters her apartment, a miffed Billy snarks at her for forgetting about the meaningful conversation they were supposed to have tonight...and that Amanda bitched at him for sending her (Alison) a bouquet of flowers. Alison admits she made a mistake 'bout that 'cause she now knows that it was Keith who sent her the flowers...and that she met up with him tonight, learned he's officially divorced, and has agreed to jump back into a relationship with him. She begs Billy to not be mad, and he assures her he doesn't give a rat's ass about whatever she's doing with Keith 'cause of how into Amanda he is.

Jake rails to Jo about how shittily Rusty ran his bike shop and thinks he could run a business far better than that halfwit. The next morning he puts on a fancy denim shirt and tie before heading over to the bank to apply for a business loan. Jo wanks him about how gorgeous he looks and that he'll surely get the loan based on how super awesome he is. LOL.

The unsympathetic banker tells Jake he has no collateral, zero credit history, and zilch in the track record department in terms of running any kind of business...and unless he can come up with 25% of the purchase price of the bike shop, he's dreaming if he thinks the bank would be willing to lend him a penny. Jake stares moodily into space before dejectedly exiting the bank.

At D&D, Alison invites Amanda (as Billy's plus one) to have dinner with her and Keith. Amanda accepts and says she'll call up Billy and let him know the specifics about the double date.

Jo brings beer and a big bag of Mexican takeout to Jake's apartment to celebrate her decision to accept her soon-to-be ex-husband's offer of 50K...then explains that the only reason she accepted the money was to use it as a down payment for his bike shop. Jake scrunches his face angrily and pissily says he won't accept it 'cause he hates the idea of the woman he's boning feeling sorry for him. Jo gets exasperated by his fragile male ego and huffily leaves, and an enraged Jake tosses the beer and Mexican takeout into the garbage can, which I thought was a shameful waste of food by someone who can ill afford to throw away a perfectly good takeout dinner.

During the double date dinner, Keith rails about popular culture and how advertising is a soulless industry. An irked Amanda calls him out on his obnoxiously sanctimonious pronouncements...and after a few minutes of some tedious back-and-forth bitchery, Amanda asks Billy to take her home. Once they're safely out of earshot, Keith apologizes to Alison for his pomposity and says he feels like he ruined the evening [you did, idiot], but Alison just chuckles and says it's sooooo obvious that Amanda was deliberately baiting him. He leans in for a kiss, but she rebuffs him and says she wants to take things a lot slower this time so she doesn't get all swept away again...and he assures her he's more than A-OK with that.

Amanda thanks Billy for getting her out of the wretched double date, then invites him to her place for coffee and booty.

Jake apologizes to Jo for his rudeness the other night, then babbles about how he's still traumatized by the way his idiot father was so perpetually angry that he refused to ever accept or give anything to anyone. He asks Jo if the offer to accept her 50K still stands...and when she says it does, he tells her he'll consider it an investment and will have official documents drawn up to that effect. Jo squeals happily, and the two climb atop his motorcycle to race over to the bike shop to toast (with champagne!) the imminent opening of their new partnership, Jake's Bikes.

Amanda changes into a slinky negligee, leads Billy over to her bed, and sexily mounts him. She jokingly asks him if he has to call Alison to tell her he won't be coming home tonight, and he just stares back at her blankly and mumbles, "Alison who..?" as the two go at it with increased intensity.