Sam went to the penthouse to ask Jason if he really wanted to take her to the carnival. She knew that's not really his scene, so Maxie and Spinelli must have forced him. Carly arrived, and was stunned to see Sam. Flustered, Sam fled. Then Carly practically had a panic attack. "You and Sam are back together?" she shrieked. "You are sleeping with Sam!" Jason didn't want to talk about it (big surprise), but Carly offered advice anyway. She warned him not to try to act too casual about it, or they would ruin everything. At the PI office, Spinelli told Maxie he can't go to the carnival, because he has a new client — a real estate broker concerned about his partner, Deidre Evans, disappearing. When Maxie pressed him on attending, he confessed he's "deathly afraid of clowns." Then Sam arrived, and she took the case off his hands so Spinelli could go with Maxie. Spinelli explained that his grandmother used to set the table with a milk pitcher that had a gruesome face on it. It made little Spinelli cry and left him with a lifelong fear of clowns and hatred of milk. Maxie suggested a way to cure him. Later, at the penthouse, Jason told Bernie to cancel the next shipment. Then Sam arrived and told him she has to work, so he's off the hook for the carnival. "I wanna go with you," he insisted. Then a morose Spinelli strolled in, dressed like a clown. "I am the embodiment of what terrifies me the most," he sighed.

At Wyndemere, Rebecca loved her new, Emily-esque dress. Nikolas suggested letting her hair go back to its natural color, brown, like Emily's. She was hesitant, but agreed. Later, Elizabeth, Lucky and the boys met Nik, Rebecca and Spencer at the pier, where they noticed the red dress. Elizabeth privately confronted Nik, accusing him of setting Rebecca up for revenge. Liz warned it will hurt him more than Rebecca. At the lake house, Kristina fretted that her father would back out of going to the carnival. Alexis warned her that she's not going to to the carnival alone with Michael. Enter Michael, who suggested taking his sister to watch the carnival set up. Alexis nixed that. At G.H., Patrick and Elizabeth were talking about the carnival setting up in the hospital parking lot when Robin announced that she had found a witness who could put Andrea at the Metro Court the night of Brianna's murder. She privately told Patrick the witness is Edward. She said Spinelli found Edward's bar tab and a room reservation under the name JL Holt — which Robin knew stood for Jimmy Lee Holt, one of Edward's illegitimate children.

Later, Andrea approached Edward at Metro Court after checking the digitalis in her purse. When he got a call, she slipped a few drops into his martini. When he returned, instead of drinking the deadly cocktail, he ordered her one and babbled about Alexis. Andrea toasted to "a long life," but before he could take a sip, he spilled his martini on her. At Kelly's, Dominic asked Lulu when she wanted him to pick her up for the carnival. "That's not gonna happen," she scoffed. Then Matt asked her to the carnival, and she accepted.

At G.H., Robin and Monica insisted that Patrick go to the meet-and-greet to schmooze big-spenders. At Metro Court, Edward was chatting with a beautiful blonde when Robin and Patrick arrived. When Monica joined them, Edward introduced her as Deidre Evans, who manages real-estate holdings. Elsewhere in the restaurant, Alexis recapped about Kristina for Jax, who asked what consequences Krissy faces. Alexis said she has to live with guilt for the rest of her life because she made a bad decision with Michael. Jax wondered if she was blaming Michael for Krissy's problems. Back at G.H., Lulu told Carly and Olivia about this guy who's hitting on her: Dominic. Olivia reacted like she'd suffered a brain embolism, and then Dominic rolled up. When Lulu bolted, Olivia explained to Dom that, "No means no." he snapped back and stormed off. Carly noted, "Dominic reminds me a lot of Sonny."

In a prison visiting room, Anthony noted that the carnival will attract everyone in town, so, "I think I'll send over a little surprise of my own."