Tim sees Derek and Tess kissing in the grotto and learns of their plan. At EOD, Tim's watch alarm goes off and Derek comes looking for him. Meanwhile at Ben's house, Meg confronts Maria with Ben's flippant behavior since his return from Seattle. Maria thinks Meg is still in love with Ben, but Meg claims she's here because she thinks Ben needs help. Maria orders Meg to get out. Annie is determined to get a lock of Olivia's hair for Mrs. Moreau's potion. She enlists Amy's help, threatening to tell Sean all if Amy reneges. Annie overhears Olivia complaining to Tobias that she's unable to sleep. Annie offers to bring in a masseur she's seen in an infomercial whose techniques are guaranteed to put the client into a state of deep sleep. Unsuspecting Tobias agrees to present the idea to Olivia as his own. When the masseur arrives Olivia orders him out. At the Shock Wave, Sean encounters Emily and learns her date with Brad fell apart. Sean assumes Brad is to blame and jumps on him when he arrives at the restaurant. Emily breaks up the quarrel and absolves Brad of any wrong-doing.