Naomi and Max seek the help of a marriage counselor, who advises Naomi to work on herself which leads her to plan a toddler's beauty pageant. After going on countless interviews, Max realizes that what he really wants to do with his life is attend a program at MIT. But Naomi doesn't want to move to Massachusetts. Meanwhile, Megan can't afford to stay at CU for the next semester unless she gets a scholarship. She refuses to accept help, and won't work for Dixon, in spite if his insistence. So Dixon goes behind her back and sets up an anonymous scholarship for her. But that plan backfires when Adrianna discovers that it was her hard earned money for Dixon's label that he used to fund the scholarship. Navid attempts to enroll at CU in order to pledge to be tapped by a secret society. Navid also learns that Teddy's embryos are Silver's one and only chance of having a baby, he goes to Teddy and demands that he let Silver have them. Reluctantly, Teddy agrees. But when Silver visits Teddy's lawyer, she realizes that there's a catch. Silver must find a surrogate mother, meaning she can't give birth to her own baby. Liam gets kicked out of a boxing gym because he sparred too violently as he continues to take out his anger and frustration over his kidnapping. Also, Annie learns that Riley is undergoing experimental back surgery in order to walk again. With Dixon's help, Annie rushes to the hospital in the hopes that she can stop him. When she arrives, the surgery is already complete. He seems perfectly healthy until later that night when Annie calls to check on him and learns that he suffered a blood clot in his lung and passed away.

Naomi and Max co-host a charity football game which re-kindles old feelings.

When Naomi is hired by a wealthy client to plan his wedding, Adrianna suggests they take a girls night out to forget their life problems which takes a sudden turn when (in a homage to 'Dude where's my car?' and 'The Hangover'), Naomi wakes up the next with no memory of the night before and finding out she's married. She teams up with Adrianna (who now has blond streaks) and with Silver to retrace the events of the evening before as well as to look for a missing Annie. Silver breaks the pact she made with Adriana and sleeps with Mark. Meanwhile, Dixon (at Mark's suggestion) hooks up with a bar girl to move on only to find out he has feelings for Michaela, as they spend more time together. Elsewhere, Liam secretly discovers that Campbell (whom is the stepson of Sydney) is plotting to frame Navid for the Cronos Society's cheating scam and he decides to socialize with the Cronos group to get close to them in order to find a way to clear Navid's name.