As the carnival was underway, Claudia boarded a ride with Kristina and Molly, Max chatted with Louise, Robin and Patrick watched Alexis and Andrea get into a sparring match, Sonny sneaked a kiss with Olivia, Nikolas watched Rebecca ride the merry-go-round with Spencer, Morgan reveled with his Yankees batting helmet and Jason saw Jake run away from Liz and Lucky to find a stuffed animal. Meanwhile, the digitalis that Andrea had slipped Edward kicked in and the Q patriarch suffered a heart attack behind the wheel.

At the docks, Johnny and Spinelli found themselves in a mob ambush, as an imprisoned Anthony watched the clock. As gunfire erupted, Johnny pushed Spinelli behind some crates, but took a bullet in the process. As sirens wailed in the background, the gunmen fled but not before Johnny heard them say, "Mr. Zacchara wanted no survivors." Spinelli helped Johnny get away from the scene but couldn't get through to 9-1-1. Spinelli finally got a call through and told Johnny that he'd wait with him for help to arrive. Johnny told Spinelli that his father killed his mother, then uttered, "I always said he'd be the death of me." Just then, Johnny collapsed.

As Edward's town car plowed into the carnival crowd, it struck several rides, tents and anyone who stood in its path. Just as the car was about to strike Morgan, Dominic pushed the boy out of the way, and got hit in the process. When the car came to a stop, Andrea was dead in front of the grill. Patrick and Robin leapt into action. Ethan pulled Edward from the vehicle. Patrick said his pulse was weak. A frantic Liz, Lucky, Jason and Sam finally found Jake underneath a toppled tent. Liz and Lucky rushed the crying boy into the hospital, leaving Jason feeling helpless. Louise called for help, as Max was unconscious and bleeding. Molly stood with Claudia and screamed for Kristina, who was buried in the ride wreckage. Jax and Carly and Sonny and Olivia raced to Morgan, who was bleeding but okay. Morgan said that Dominic pushed him out of the way. Olivia was frantic when she saw her son was hurt, but realized she couldn't react or she'd blow Dom's cover. Jax comforted her but Sonny asked why she was so upset about his bodyguard being hurt.

In the hospital, Milo rushed in to see his brother. Louise told Milo that Max saved her life — and that he may have spinal damage. When the doctors couldn't track down Monica, Tracy or Jason, Rebecca became Edward's next of kin and gave consent for Edward's surgery. Robin noted that Edward passed his heart tests the day before and shouldn't have suffered an attack. Rebecca sat with Edward prior to the operation and begged him to be okay, as Nikolas observed.

A doctor informed Liz and Lucky that Jake suffered a possible skull fracture. As Lucky went to sit with Jake, Liz found Jason and informed him about Jake's condition. As she cried, Jason pulled her into his arms.... Mac identified Andrea's body in the morgue.... Alexis was reunited with Molly but grew frantic when she learned that Kristina was still missing.

As darkness fell, rescue workers pulled out a body from the ride wreckage. Claudia was horrified, but was relieved that it wasn't Kristina. The worker said they'd keep searching.

In the E.R., Patrick told Dominic that he was in bad shape. Dom asked the doctor to tell everyone to go home. Sonny addressed the group and informed them that Dominic still needed more tests. Morgan slipped away and went to Dom's side, and thanked him for saving his life. Later, Patrick told Sonny and Olivia that Dominic was suffering from internal bleeding and they needed to contact his mother right away.