Derek reassures Tess about their plan. Meanwhile on the beach, Meg wants to tell Maria about Ben and how he's been acting, but Derek interrupts them before Meg can say anything. Meg lays into Derek saying Maria should know how Ben's been acting. Derek tells Meg that his feelings for her don't matter because he and Maria will be leaving Sunset Beach for good. Maria goes to Carmen's and tells her about the honeymoon. However, Carmen sees the ring "Ben" gave Maria and freaks out. At the same time, Annie gets Amy to tell of the love potion. Annie decides that she and Amy should work together. At the same time, Bette is unhappy with Olivia for her intrusion. Bette leaves and AJ follows. Bette says she can no longer be AJ's friend as long as he's involved with Olivia. Meanwhile, across town, Emily flirts with Brad and Sean threatens Brad. Later on, Olivia runs into Emily and tells her not to give up on Sean. Olivia returns home and per Annie's instruction, Amy says she has a proposition for Olivia. Michael tries, unsuccessfully, to propose to Vanessa.