Haley, Quinn and Taylor receive a surprise visit from their mom Lydia who tells them that she has incurable pancreatic cancer and that she is not seeking any further treatment. Quinn takes the news very hard but Clay is there to support her. Meanwhile, Alex sets her sights on Alexander as Brooke and Julian try to get their old relationship back on track, and Millicent finds herself struggling with temptation.

Chase is heartbroken after Alex's desertion to take the tour Chris Keller advised, yet overcomes his bitterness toward Keller, who pleads her artist temperament was a lost case from the start. Julian is near despair about the unused studio until a TV series project comes within reach. Alas coaxing the studio proves tragically incompatible with paternal duties, while Brooke charms investors for her boys fashion project with her father. Clayton's problem is worse then thought, as Quinn discovers spying on him. Haley now runs Karen's café, but her cook is sick, so Dan steps in but that costs some bigot customers, and a mystery competitor opens across the street.