Sara tries to convince Ben that Tess engineered the breakups of herself, Casey, Ben and Meg. Ben listens until she implicates Maria as well. Sara urges Ben to fly to Seattle and ask around about Tess. Ben discovers Tess has also asked Maria about his will. Later Ben confronts Tess about her plans. Earlier in the day, Tim confronts Tess. Does she really love him or is she just using him? Tess regains his sympathy and promises to meet him at his motel tonight... but we're aware she's not being fully honest with him. at the same time, Casey and Meg agree to stop avoiding each other. they make plans to watch videos that evening and Sara arrives to overhear. Later Sara quips that Meg's gotten over Ben awfully fast and meg murmurs she'll never get over him. Meanwhile, Sean is deeply chagrined when he wakes up in bed again with Amy. Each tries to claim responsibility. Amy convinces him not to tell Emily... how can he explain they made love twice? At the Java Web, Amy confides in Brad that she and Sean made love again. brad threatens to tell Sean about the love potion. Later Lonesome Annie decides to dress up and go out... alone.