Viki and Jess dolefully wait for Ben's memorial service. Viki says she always thought Ben would come back to her, even if the thought seemed unrealistic. Viki worries about Nat who calls and says she's NOT with Paul, but Nat won't give her whereabouts.
Todd arranges a romantic evening for Blair. She worries that Todd and Kelly's secret will ruin their relationship again, but Todd says she needs to trust him. He promises he won't mess up this time. Kevin tells Nora that Todd stole documents from Buchanan Enterprises. Kevin wants to press charges, so Nora gets a search warrant in order. Later, Nora tells Bo she has a funny feeling about the whole situation.
At Ultra Violet, Lindsay tells Rex that although she misses him, she can't be with him if she wants a relationship with Jen. Rex asks her not to tell Jen that he lost the club because he doesn't want Jen feeling sorry for him.
Roxy gives her condolences to Asa. Asa tells her that he understands what she tried to do for Rex. He says he would have done anything in the world for Ben if he were still alive. Asa says he's going to pay Rex and Roxy's arson fees in honor of Ben, although he wants Nigel to work it off twice a week.
After some prodding from David, Kelly admits that she and Kevin are separated. David tells her she should move back into Dorian's, but Kelly says "No way!" David says that Dorian thinks David might be Ace's real father. He says, "If Kevin isn't the father, and it isn't me . . . is it Todd?" Kelly learns that someone has used her lost credit card in Florida, and she cancels her card. Meanwhile, John and Bo are on the trail of where Paul has been using the card, and later John accuses Kelly of giving Paul her credit cards so he could leave the country.
At Viki's, Renee asks Kevin to stay at the mansion tonight because he belongs there, and Asa needs him. Kelly tells Kevin that Ace rolled over for the first time last night. Reverend Andrew tells Kevin that calling a truce with Todd was the best gift he could ever give Viki. When Todd arrives, he and Kevin shake hands in front of Viki. Viki gives an impassioned speech about Ben.
Rex tells Jen that he found investors to help him keep his club. She says she's proud to know that he didn't go along with Roxy's plan to burn down her salon. Rex urges Jen to make up with Lindsay. Everyone needs a mother. After Ben's service, Jen meets Lindsay at UV and talks about how much she misses Ben. She and Lindsay start to reconnect, and Jen is happy to hear that Lindsay broke things off with Rex. Mother and daughter are growing closer.
Later, Lindsay runs into Rex on the docks. She gives in to her desire for him, and she asks him to take her home. However, Rex says they don't need to go to his place; they can make love right on the docks. Their chemistry is electric, and they erotically press into each other as they kiss passionately against a beam beneath the stars. Meanwhile, Jen learns from a bumbling Roxy that Rex lost his club, and he's at the docks thinking about his loss. She feels bad for him and wants to be a friend he can lean on, so she heads to the docks to find him.
Kevin starts to tell Viki that Todd will be arrested soon. However, before he can tell her, she interrupts him by saying that his truce with Todd has made her so happy, and has probably even made her recovery go faster.
At the penthouse, Todd blindfolds Blair and surprises her with golden balloons falling from the ceiling, just like on their wedding day. As they fall into each others' arms with complete happiness and kisses, they are interrupted by a knock at the door. "Todd Manning, you're under arrest . . . ." Blair watches as her true love is handcuffed. He, in turn, stares into her eyes as well.

