Noah had to drop off a paper and Ameera, very domestically, offered to have dinner ready. The minute he left, she called the hoosegow to talk to Col. Homophobe and Luke overheard. As the prison gave Ameera the runaround, she realized Luke was standing there. Luke wondered, "So, what's the deal?" Fiery Ameera told him there are things about her life he wouldn't understand. Luke wondered if she was protecting Noah or herself. When he ran into Noah, he pulled him off to tattle. Noah was worried instead of mad. He accused Luke of paranoia, quickly apologizing to the former courtesy-of-Dad paralysis victim. Noah said Luke was jealous, certain Ameera wasn't scheming with his dad. "How do you know what she'd do in order to survive?" Luke asked. "Because she's my wife!" spat Noah. Yeah, he went there. Luke stormed off to the farmhouse, where Lucinda lent a shoulder for his man troubles. This was different than the practice she's had with "you, yourself, and Lily," Luke warned. Ameera told Noah she needs to know why Col. Homophobe wants to see her. Noah was more concerned with him and Luke. Luke wondered if he was being selfish and Lucinda laughed, saying she never would have been so generous. Luke whined that Noah cares about how he feels more than how Ameera feels. "Oh, I don't think so," said Big Lucy, pointing at the screen door, where Noah stood. Simultaneous apologies were uttered and hugs were traded.

Alison and a classmate discussed the upcoming exam as Chris walked up. Chris accused Ali of avoiding him, wondering if she wants him to back off. She told him she was just embarrassed. He told her to relax, they'd have other nights. Ali thought they'd be better as friends, but Chris wouldn't relent. "It's not that easy," she warned him. They tabled the discussion so she could go study. Later, Dr. Bob told Chris that Brenda, the nursing program lady, thinks Alison is having trouble. He warned Chris that Ali's future hinges on her next exam. Chris found her at Java frazzled from studying and apologized. But "Hell, Ali, I'm into you, so shoot me!" he grinned, before volunteering to tutor her in anatomy and physiology. "To Zanzibar by motorcar," said Chris, teaching her a device to remember facial nerves.

Brad and Katie bantered during their cooking segment and the camera guy got distracted by the woman offscreen... Juicy Janet! Brad admitted that he and Janet were the proud parents of a daughter. At Al's, truant Liberty tried to get Parker to spend Janet's money with her. After the introductions to Kim, Brad and Katie tried out their quick and easy Italian food recipe as a horrified Janet watched. She ran onto the set to curtail a garlic powder tragedy and pretty much hijacked the segment. Parker warned Liberty about her antics getting in the way of Brad and Katie wanting to be good parents. Lib revealed Janet has the hots for her dad, but she's not a man-stealer. Parker was skeeved that Liberty and Janet talk about sex and guys and he refused to take Liberty's bait to skip class. Brad tried Janet's fabulous sauce and quite liked it. Katie? Not so much. Janet said food was "sacred" in her family and apologized for taking over. Kim and the smitten camera guy were both impressed by Janet's skills. Katie pulled Brad aside to complain and gently suggest he usher Janet out of town. Janet was SO giddy about her TV debut that she barely heard Brad, though. Kim praised Katie for handling herself like a "real pro." As Brad tried to explain, a hurt Janet finally got the message: "You don't want Mama hanging around." Kim assured Katie she has no intention of hiring Janet and Katie thanked her. Brad helped Janet zip up her suitcase as the kids arrived. "I like this one, Libby!" Janet praised. Though Brad pointed out Parker's her cousin, the adopted factor came back up. Lib realized her Mom was leaving and blasted her for being "run out." She pretended she didn't need Janet around but Parker saw right through her. Downstairs, teary Janet told Brad to take care of her "precious baby girl" and hugged him goodbye. "She's gone," Brad told Katie, who assured him they'd be okay.

Lily and the kids came to Milltown (little redheaded Ethan is now a dark-haired toddler) but Carly wasn't so sure about watching the kids while Lily got cozy with Holden. She eventually caved. That's when Jack arrived home with Parker, Sage and JJ. When he tried to go hang out with Holden, Carly trumped up excuses so he'd stick around. Jack couldn't believe she was asking for help! "This better be worth it, Lily," muttered Carly. Back at the farm, a wary Holden flashed back to Lily getting all amorous and was thoroughly confused when Lily arrived saying she'd left the kids with Carly. Not confusing? The serious "I think we're alone now" vibes Lily was putting out and the sex eyes Holden tossed back at her. Lily lit candles and presented Holden with something new and different: sushi. Holden wasn't too keen on sudden changes and when Lily teared up, he quickly explained himself and the raw fish dinner continued. Jack enjoyed the normalcy of grilling burgers and playing with the kids, but when he mentioned getting the Lilden kids home, Carly suggested the brood camp out in the yard. Holden and Lily played with chopsticks and Holden ended up wearing his dinner. Of course his shirt had to come off. (Don't worry, he had a black tank on underneath.) Skittish Holden pulled away and ran to get the kids.

Lily called Carly and begged her to convince Holden to let the kids stay. "Not tonight," said Holden but Carly won out in the end. "Holden never had a chance," chuckled Jack. Neither did Jack: Carly made him stay so she could get five kids off to school in the morning. When Holden returned, he found Lily waiting in a negligee. Her seduction was stalled by his musings on Jack and Carly...and the similarities to him and Lily. Carly called Jack on being afraid she was going to "jump his bones." (LOL!) Holden didn't want to be rushed into things. They've been together for 20 years, pointed out Lily. "We're never going to have perfect," she said. They would just have what they had right now. Wasn't it enough? Holden silenced her with a kiss. Or two. Or three. "Still think we rushed things?" Lily teased as they cuddled in bed. Later, she called and thanked Carly. Unfortunately, Jack heard part of the call. "This whole thing has been a set-up," he accused. "It should have been Holden's choice." Carly insisted Jack was the only one hurt here. Back at the farm, Holden and Lily almost christened Emma's kitchen counter but then ran upstairs (good call!). "Don't take this night away from Lily and Holden," Carly begged Jack. He icily complied.

Emily went going over a presentation, fiddling with the business suit she was planning to wear, and flashing back on Casey flirting with her. Naturally, as she stood there in her underwear, Casey walked in! Awk.Ward. Casey waited in the hall and Em quickly dressed. "You look even hotter in that dress than you do undressed," he boggled, wishing he could go to New York and "see you in action." Emily said he had to stay and man the home front. Casey cheekily removed the price tag from her suit before she fled. On the plane, Em turned off her phone but couldn't turn off her improper Casey thoughts. Back at the Intruder, Casey flashed back on seeing Em in her undies and found a crucial file for her presentation on her desk. Naturally, he booked an emergency flight to NYC! In a New York conference room, Emily flipped when she realized her mockups were missing. Thankfully, Casey arrived just in time. Em's presentation went off without a hitch and she and Casey celebrated by going on "The Emily Stewart Tour of the Big Apple." She did a cute Rockette impression out by Radio City, took him to Rockefeller Center, went on a carriage ride in Central Park, and then finagled a lunch at the exclusive Boathouse Restaurant there. Before their flight home, Emily and Casey returned to the conference room to enjoy the view...and their smokin' chemistry. "This is a really bad idea," Emily murmured. But when she moved away, Casey grabbed her hand and pulled her into a kiss. Flattened against the window, they began to make love.

Jack and Carly got the kids off to school, returning to the topic of helping Lily set up Holden. "Fixing their marriage isn't your job!" cried Jack as Carly called him on his issues. Meanwhile, Holden and Lily lingered in bed and Holden jinxed things by wondering "what could possibly" come between them now. (NEVER ask that.) Later, Lily came down to Holden cooking breakfast (mmm, bacon!) and Jack told Carly the night had been "the ol' bait and switch." "It does hurt when things don't work out like you expect," Carly murmured, pointedly. They rehashed their sex snafu and Jack's sudden helpfulness and Carly wondered if Jack was jealous of Holden. "You have been sending me mixed signals," she accused. They got all shouty and Carly told Jack to "put a sock in it." Over breakfast (bacon!), Holden raved about their reunion and Lily apologized for everything that happened with Dusty. Later, Lucinda walked in on them smooching. When Holden went to pick up Ethan, Lucinda wondered, "How did it happen so fast?" Holden showed up in Milltown, where the Carjack tension was thick enough to be sliced like bread. As Carly rambled, Holden realized he'd been set up by her and Lily. "I shoulda seen this one coming!" he sighed, asking Jack for confirmation.

Lucinda was worried about Lilden's trust issues. "An omelet doesn't a rapprochement make," she warned. Carly's apologetic call to Lily proved her point. Alone with Carly, Jack uttered the inevitable, "I told you so." Returning to the farm, Holden passed Ethan to Lucinda and blasted Lily for her duplicity. "We needed to start acting like a couple again," she defended. He didn't think it was real since "you had Carly help you get me into the sack!" Lily insisted last night "proved that we can still make it," but Holden disagreed. Carly wanted to hope for the best and Jack, like Holden, was growly about being duped. Teary Lily told Big Lucy she didn't know how to make it better. Lucinda then gave her son-in-law a talking-to. "I can fight my own battles," Lily interrupted. Too bad Holden didn't want to fight. Lucinda felt optimistic that he didn't leave with a suitcase. Holden ran into Carly in Old Town and gave his new pal the Judgmental Snyder Face (you know the one), coupled with disappointment in his voice. Ouch! Holden then saw Luke. Luke talking about Noah and Ameera had odd parallels to his current predicament. "You need to take a stand," advised Holden. "It's the whole truth and nothing but or else it's not worth it." Was Holden volunteering to do that with Noah? No, "you're on your own," he grinned. Later, Carly dropped by to see Jack and they made tentative amends. Holden and Lily...? Not so much.

A study-zombified Alison sat at Java. Chris called and offered his expertise but she turned him down. Susan then took Chris aside, saying the nursing program seemed "overwhelming" for Ali. Susan cautioned Chris about Alison's fragility. Mama knows best, because Ali totally fell asleep right there at Java! Aaron woke her up. (Hi, Aaron!) Mortified Ali was convinced she was going to fail her A&P exam. As Ali kept beating herself up, Aaron prescribed a relaxing motorcycle ride in the country. She and Aaron sprawled in the grass while she discussed putting the brakes on with Chris. Susan thanked Chris for tutoring Alison and remarked on the hospital gossip about them. Aaron urged Ali to relax and as he read through her textbook, he realized she was asleep. They adorably napped together. Unfortunately, when Chris ran into Brenda the nursing lady, she revealed Ali's test was in five minutes and she was AWOL! Then, Ali missed the test entirely! She rushed in late and Brenda said she'd earned a failing grade. Aaron offered to buy Ali a consolation sandwich. Chris, meanwhile, name dropped with Brenda and got Alison a second chance. Aghast Susan overheard. At Al's, Chris and Aaron snarked about who was helping Alison more. Ali broke it up, thanking Aaron. Susan questioned Brenda, who revealed Chris had interceded for Ali. Alison thanked Chris, hugging him with relief as Aaron looked on.

Meg and Mike flirted casually at the farm — but the subject quickly turned to that of Paul. Sofie dropped by Fairwinds to see a disinterested Paul and offered him a present for dancing with her at Metro. (Uh, Sof', he's just not that into you.) Paul thanked her for her "sweet" gift, urged her to keep her inventory to sell and tried to let her down easy. Much to Paul's relief, Barbara walked in. Back at the farm, Mike urged Meg not to let Paul get to her. "Go away," she said teasingly before he thanked her for coffee and left. Babs shooed Sofie to get her some tea and then told Paul to stop "encouraging" her. Barbara's idea of distancing Sofie from Paul? Backing Sofie's jewelry line. Down at the farm, a bunch of neighbors came over to complain about the construction noise and a burst pipe. Meg promised to get Mike and take care of things. When she couldn't reach Mike, she called Paul. He rushed off. Then, Barbara told Sofie that Paul wouldn't be involved in their business and "it's the only way." She gently warned Sofie that Paul and Meg's "dynamics change hourly." Paul showed up at the farm and Meg assured him it was just business. As he wrangled the upset neighbor, Barbara warned Sofie, "Paul's not in love with you and he never will be." Clueless Sofie implied their sexcapades had changed things, but Babs still wouldn't budge. "He will always choose Meg," she warned. "You are not an alternative." Paul fixed everything for the neighbor, bribed her with Emma's pie, and won the older lady's heart. "You were very sweet," praised Meg. Of course Mike walked up on the ceasefire and flipped. Meg calmed him down and Paul made his exit. She assured Mike she still wanted the restraining order. Paul returned to Sofie and Barbara, which naturally gave Sofie hope.

Katie and Brad enjoyed some making out and Katie revealed that, for Liberty's sake, she was glad Janet was gone. Of course, Janet then caught Liberty bragging to some boys in Old Town about how she has her own hotel room. As Katie got dressed to pre-tape some OAKDALE NOW segments, Brad called Lib to go for breakfast. Janet nipped Liberty's antics in the bud as Brad left voicemail. Brad sighed that he and Liberty were lucky to have Katie in their lives. Meanwhile, Liberty offered to let Janet crash in her room, as long as Juicy J. admitted she's back for Brad. When Brad popped by Lib's room, of course he found a towel-clad Janet. He was a little scarred, wondering why she was back. "Oakdale is not your home," he reminded. At WOAK, Henry checked in on Katie, asking if Katie is threatened by Janet's "endowments." Janet claimed she misses Liberty and assured Brad she's "very adaptable." Lib walked in on her half-naked mom and Brad, noting she works fast. Cue family snark! When Katie called to see where Brad and Lib were, she thought he sounded "weird." Shooing Lib downstairs, Janet said she wanted to stay and be a part of her daughter's life. Brad tried to dissuade her, but Janet noted Lib needs "stability." She then showed Brad Liberty's baby book and got all misty. Back at the station, Katie's silence worried Henry and she admitted she's worried about Brad and Lib. Naturally, Katie showed up at Liberty's room to see Brad, Liberty, and Janet all cracking up and bonding over Lib's childhood memories. Unhappy, she pulled Brad into the hall, where he played the "as a parent..." card with his childless bride. Ouch! Suffice it to say, things didn't go well. Alone, Liberty studied a photo of Brad alongside one of her and her mom. Back in their suite, Brad told Katie he needs her and loves her. They made amends with a kiss.

Emily kvetched about her and Casey's flight being delayed and their whole schedule being off. Casey locked the door and tried to kiss her, which didn't go well. "Don't ever do that again," she told him. Casey didn't see the problem with them hooking up again and she cited his parents' "nuclear" reaction. Bummed Casey suggested they could sneak around. He couldn't just pretend nothing happened. Emily started to fire him and, insulted, he quit. He came home and complained to Margo about Emily, who cracked up. She suggested he go back to college, which sent him back out the door. He asked for his job back at the Lakeview but Lisa couldn't contradict her manager. Emily's temporary assistant appeared and she was unimpressed. Still, when she ran into Casey, she told him he'd been replaced. Ouch! Meanwhile, someone sent Casey a letter care of Grandma's hotel. He went to give it to Ali as Margo ran into Emily and crowed that she was glad Casey had learned to "stay as far away from you as possible." Then, Margo and Lisa talked about Casey's lack of direction, glad that at least he wasn't working for Em. Emily came back to her office and harangued her new assistant, who called her a bitch and quit.

Ali and her classmates were very relieved by their exam results. "I passed, thanks to you," Ali cheered to Chris. After Chris and Ali wound up their chat with a friendly kiss, one girl, Fay, accused Alison of getting through the nursing program by sleeping with him. The other, Amy, jumped to Ali's defense. Ali then found Chris in an on-call room and asked him not to help her anymore. "I wanna know that I did this on my own," she told him. Chris acted like Alison was punishing him, got huffy, and walked out. Chris vented his frustration to Tom, who wondered if Alison was what he needed right now. Meanwhile, Susan found Ali at Java, warning her about how tough the nursing program is. Chris told Tom he thought Ali was worth finding out where they were headed. Later, Casey handed his mystery letter to Ali. It was a sweet message from Matt! (AW!) Ali's classmate Amy came into the room and when she clearly found Casey cute (smart girl!) Ali asked if Casey wanted to join them for a drink. Distracted Ali and Casey only ordered ginger ale at Yo's, though.

Carly called Holden about the girls doing a project with Sage. Holden related the study date to Lily and totally blew her off. She said that they couldn't go on living in the same house like strangers. Holden seemed to think they were strangers. Ouch! Faith, no dummy, knew something was up. Carly awkwardly made excuses for Jack to Sage. Lily quickly reassured the girls before sighing, "What are we doing to our children?" Holden really had no answers and didn't want to put on an act. Well, Lily wasn't faking loving him. "I can't win with you, can I?" she accused. "All I asked for was time," he told her, noting he'd given her time. They quit fighting when the girls reappeared and Holden took them to Carly's. Once there, the girls demanded Holden stay to be an audience for their play. As the budding actresses prepared, Holden called Carly helping Lily a "betrayal." She explained how Lily had done "dicey" things for her in the past and how she couldn't let her friend down. "Either way, one of you was going to be angry with me," she pointed out. Lucinda told Lily to apologize for the "deception, the subterfuge," because Holden is so darned self-righteous. Sage, Faith, and Natty put on their cute little play...which had a lot of ouchie moments about their parental issues. "That wasn't too obvious," cracked Holden to Carly. Lucinda wondered when the last time was that a man complained about sex...and Lily admitted that her seduction had probably reminded him of her cheating with Dusty. Later, Sage urged Carly to call Daddy but she resisted and Holden described the girls' play to Lily. She wanted to get back to what was important, the love between them. He said he's just "slower to heal" than she is and they could learn to love each other again. "I already love you. I guess that's where we differ," she said, walking to the porch tearfully.