Amy receives a lecture from the counselor – she's not doing well in her classes, and even if she drops the classes, they are going to count against her on her college transcript. Amy is discouraged and resentful – she'd rather be having fun during the summer instead of studying, but the counselor is adamant that she needs to pull up her grades. To give Amy a chance to catch up, she suggests that Amy work in her office. Amy suggests that she work in the library instead, but the counselor thinks the library would have too many distractions and insists she work in the office.
As Ricky is getting ready for work, there's a knock at the door – Jackie and Jane, two girls from Amy's summer program in New York for teenage moms, have decided to drive from their home in Chicago with their two toddlers. Amy had told them they could crash in California if they wanted to visit, and they are hoping for a place to stay for a couple of days. Ricky is aghast at the idea of four adults and three children in their one-bedroom apartment, and tells them Amy is at school and to come back later. They are tired, though, and ask if they could stay at the apartment and wait for Amy. Ricky reluctantly agrees.
Back at school, Amy and the counselor are locked into a battle of wills. Amy insists that it's too late in the summer to start caring about her grades, but the counselor is equally insistent that it isn't, if she makes the effort. Amy's phone rings – it's Ricky, telling her of Jackie and Janie's arrival. Amy is excited, but Ricky is insistent that her friends can't stay, or that they should go to her dad's house. Amy is angry at Ricky's insistence that her friends can't stay, especially when Ricky suggests that inviting people to stay without consulting him is rude. As Amy hangs up, the counselor points out that Amy's priorities should be finishing her schoolwork, not hanging out all night with friends. Amy isn't happy to be reminded.
At school, Henry walks up to Ben hopefully, but when Ben turns away, Henry walks away, dejected. Adrian sees the snub and chides Ben, "C'mon, give peace a chance!" and tells him that if he wasn't seeing Dylan, he'd already have made up with Henry because Ben has no other friends. "Unless – you and Amy are friends, now?" Ben admits that it was nice to have a normal conversation with Amy, but Adrian warns him that Dylan isn't going to put up with his being friends with Amy. Ben insists that Dylan has no say in who his friends are, but Adrian is skeptical and annoyed. "She's a little weird – you're her first boyfriend, but already she's so obsessed with you that she's showing up at your ex-wife's condo? Oh, wait – your SECOND ex-wife, I think that's how she referred to me." Ben protests that he likes the fact that Dylan likes him, but Adrian warns him that Dylan will probably get him into more trouble than she ever did. "But I can't keep an eye on you anymore – you really need Henry, you need your best friend to keep an eye out for you and be your voice of reason. So get over it and go make up with your best friend." Alice walks up and overhears the last part of the conversation. "I'm Ben's best friend," she tells Adrian. "And why should he get over it? Henry slept with his – oh, wait, right, YOU were there!" she says sarcastically to Adrian. Adrian leaves, and Alice tries to engage Ben in a conversation, but it's awkward. Finally, Ben tells Alice that it's hard for him to be friends with her because he's afraid Dylan is going to be jealous of yet another woman in his life. Alice protests that she was there first, but Ben then tells her that it just doesn't seem right without the three of them together. Alice is hurt, and walks away.
Amy is hitting the books. Lauren brings her a textbook, and reminds her that she told Amy to study, but Amy was always too busy. They begin to argue, because Amy wants to visit with Jackie and Jane, but Lauren reminds her that she doesn't have time for the friends she has already, much less new ones, and she should just pull it together and study, because failing summer school would be just too embarrassing. Amy maintains that she has no spare time as a teenage mother, and that Lauren has nothing to do but study. Lauren responds that Amy's problems are the result of her poor choices, which offends Amy.
As Lauren leaves, she passes Madison and says a quick, grim "hi." Nevertheless, Madison is delighted that Lauren has spoken to her. When Henry suggest that they go off-campus for lunch, Madison is too excited to think about leaving, and suggests that Henry try to make up with Ben. Henry is worried – if Madison and Lauren make up, he will have no one to be friends with. Alice joins them and adds, "That's what they call karma, my friend – my ex-friend – my ex-best-friend. But somehow, your karma seems to be stinking up MY life!" She stomps off in a huff. Madison tells Henry that she will "call him" and they can have lunch "another time," and leaves him standing alone in the hallway. He looks up, and Ben is walking towards him. He approaches Ben, who immediately backs away and dashes out the door. Henry quickly follows, but loses Ben for a moment in the crowd. When he sees him, he greets him with a quick "Hi!" "Hi," answer Ben shortly, and then re-enters the school, leaving Henry standing.
Madison drops in on Amy, suggesting that since Lauren is starting to be friends with her again, perhaps Amy would, too. Amy reminds her that she talks to Madison all the time – she just doesn't want to be friends with her. Madison leans in the doorway and pleads, hoping they can all be friends again, but she is snatched away by Adrian, who tells her not to grovel. Adrian returns to the office and asks Amy what's up. Amy doesn't want to talk about it, so Adrian snidely suggests that perhaps she might like to talk to Ben about it, and tells Amy that she's annoyed that Ben was an hour late bringing back pizza because of Amy. Amy rolls her eyes and comments that Adrian will probably now try to talk to Ricky to get back at her, but Adrian tells her that she is happy with Omar, Ricky is happy with Amy – but now Amy and Ben are the wild cards. Amy receives another phone call from Ricky, asking if she has gotten rid of Jane and Jackie. Exasperated, she refuses, and he hangs up on her.
As Adrian leaves, Grace and Jacob pop in, seemingly comfortable with each other. Jacob is looking for Ethan, and Amy directs him to the band room. Grace is offended at Amy's reluctance to talk to Jacob, and tells her that George and Kathleen are having lunch together. Amy reminds her that just the other day, Grace had "told me that your mom was married and that she'd never leave her husband for my dad. You also told me that that guy was not your brother. So make up your mind?" Grace tosses her hair and walks out.
In the butcher shop, Jackie's son has escaped from the apartment and is playing a mischievous hide-and-seek with Ricky, who is trying to corner him. Bunny takes the little boy in hand, and Ricky takes him back upstairs. Amy's friends are lounging on the sofa, ignoring their kids and enviously talking about how lucky Amy is, with the apartment and having Ricky – neither of the fathers of their children are involved. They complain to each other that they never have any time for themselves, they are tired of being moms and that sitting around the apartment isn't exactly the vacation they had in mind. Ricky enters the apartment, and Jackie is surprised that her child escaped. Ricky is stern, and tells them that the butcher shop is unsafe for children, and even his own child isn't allowed downstairs. Jackie bats her eyes at Ricky and tells him, "We were just talking about how cute you are!" Ricky shakes his head and returns to work with a curt "See ya."
Ricky calls Amy again, angry at the child being allowed to roam unsupervised. Amy begins to cry, and Ricky is annoyed, thinking that she is trying to manipulate him, but she tells him that she is just having a really lousy day. He sighs and tells her that he will take care of things with Jane and Jackie.
Ethan enters the office, wondering if he can help. Amy tells him that Jacob is looking for him, and shoos him away. Ethan and Jacob meet up and make plans to meet two girls at the guest house at Jacob's house.
Kathleen and George finish up lunch at George's house with a make-out session and several lingering goodbye kisses.
Ricky's solution is to take the afternoon off to watch the kids and send the moms out to have some time to themselves, since Amy won't be able to go out that evening because of schoolwork. Jane demurs – "we don't know you," and Ricky assures them that Amy will give him a good reference, if they want to call her. Jackie is less picky and leaps at the opportunity to get away from being a mom for a while.
Adrian and Grace are leaving class, and Adrian wants to go home and start working on a history paper – it's the only thing standing between her and finishing high school, and she's anxious to start. Grace isn't nearly as anxious to start – she wants to go over and see Jack, instead. Adrian wonders why Grace isn't having sex with Jack if she likes him so much. Grace admits that they make out, "my numbers to get too high." (number of guys she has slept with). She's also hesitant to start a sexual relationship with Jack if there's a chance of getting back with Daniel, and is afraid that if she does sleep with him, she's committed to him for life.
Henry approaches Alice, and tells her that he misses her and the three of them hanging out, and asks if they can be friends. Alice tells him that she can't be friends, because she is in love with him. He asks her if she doesn't think they are too young to be making such important decisions, but she just smiles and shakes her head. Henry suggests that they should both be out dating, "we have no life experiences!" "You mean, we're not whores?" asks Alice ironically. "I don't want to be a whore. I want to be YOUR whore." But Henry only wants friendship, and Alice doesn't feel that she can do that. Henry accuses her of being selfish, because if she could be Henry's friends, maybe Ben could be their friend again. Alice turns and walks away, leaving Henry standing alone.
Lauren and Madison meet in the hall by accident. Madison says hi, and Lauren seems to unbend a bit. Madison and Lauren start to talk, and Madison apologizes for sleeping with Jesse – as she explains, he made her feel sorry for him because Lauren refused to have sex with him, and "he just kept smiling, and telling me I was pretty . . . and he has a beautiful smile, which ended up becoming annoying after a while." Lauren agrees, admitting that the same smile eventually ended up turning her off, and when Madison apologizes again, Lauren admits that she should probably just get over it, to Madison's relief. She wonders if they should tell Amy that they are becoming friends again, but Lauren rolls her eyes and declares that she's a little tired of Amy. Smiling, they walk together to their next class.
Ben stops in the door of the office. Amy doesn't notice him for a moment, but then brightens up when she realizes that it's Ben. He offers to help with her assignments, but she refuses, wondering if that would be a problem with Dylan. "Probably – but she'd get over it," Ben shrugs. He leaves as the counselor returns, inquiring about Amy's progress. Amy has not quite finished, and the counselor offers to stay as long as necessary to allow her to finish. But Amy reminds her that "I have a son, I have a job, and I have to leave my homework unfinished – yet again – to go to my job, because not only do we need the money, we need the insurance." The counselor suggests that Ricky take over with John that evening to allow her to finish, but Amy is reluctant because Ricky has already been dealing with the houseguests all day. Her voice rising in frustration, Amy goes on to say, "I know I need to finish this – I want to – but I can't!" "You CAN," says the counselor firmly. "You can do it – you can do anything you want to do." "How?" asks Amy tiredly.
Ben arrives at work, and Bunny is disgruntled because Ricky has been gone and she has things that need to be done. When he hears that Ricky is stuck babysitting, Ben grins and comments that he's grateful to have some choices in his life again – who to date, who to be friends with. Bunny is skeptical, and tells him that she hears that she hears that he's not that free to be friends with his exes. Ben explains that Dylan wants to be friends with Amy and Adrian, which leaves him free to be friends with Adrian and Amy. "No, it doesn't!" exclaims Bunny, amused at Ben's naiveté. "YOU can't be friends with either one of them. You AND Dylan can be friends with them, but you can't, not on your own – she's seen to that! If she's friends with them, you don't have confidentiality with either one of them! And THAT'S why you need Alice and Henry, and that's why you need Alice and Henry to NOT be friends with Dylan." Ben asks her if his dad asked her to say that, but she shakes her head and hands him a mop. "It's the way of the world," she tells him. Ben protests that all he needs is Dylan, and Bunny reminds him that Dylan is smart enough to keep her friends close – but her enemies closer. "You're just not feeling the leash – but it will tighten up," she assures him.
Ricky finishes up reading a story to the boys, who are enjoying having a guy pay attention to them. Alan asks if Ricky can be his daddy, to which Ricky gently reminds him that he already has a daddy, but he can be his friend. Amy calls, and Ricky tells her that she has to drop John off, because they don't have enough car seats for all the children.
Grace and Jack are sitting on his bed. Kathleen wants Grace to come to dinner with the rest of the family, but she doesn't have to leave quite yet. They continue to kiss, but Jack cuts it off, telling her that they shouldn't make out if they aren't going to do any more than make out. Grace is adamant that nothing else will happen, so Jack tells her that that's ok. "I can't keep making out with you without wanting to have sex with you – I don't know what we're doing, here!" Grace reiterates that nothing is going to happen, and Jack presses for clarification: "Does that mean you don't want to have sex with me this afternoon and you might want to have sex with me at some point in the not-too-distant future?" Grace tells him that she doesn't want to have sex with Jack until there is some sort of commitment, "a big commitment, like, we're-planning-to-get-married-sometime-in-the-future kind of commitment." Jack shrugs. "OK, then – let's just not make out." "What?!" Grace exclaims incredulously. Jack is adamant: "You don't seriously think I can make a commitment to you for life right now, do you? And you don't want to make a commitment to me right now either, do you? I mean, you're a senior in high school, I'm about to start college – who knows what's going to happen in the future?" Grace sniffs that she doesn't want to be with him if he can't make a commitment. "And you can?" he asks skeptically. "Yes!" she insists. "And . . . did you make a commitment to Grant? Or to Daniel?" Grace tells him that she has learned that for her to enjoy sex, she needs a commitment. "I don't want to end up like Jacob's mom – having a child with you and seeing you once a year while you go off and marry someone else." He tells her that he will think about it and starts to leave the room before he remembers that it's his own room, but then tells her, honestly, that he can't make that kind of commitment. Grace shakes her head and leaves.
At Adrian's, she and Omar are cuddling in bed, but she gets up to start homework. Omar asks if he can nap there to avoid Daniel knocking on his door, wondering if he should call Grace. Adrian asks him if Daniel would marry Grace, but Omar is suddenly wary. "She's only in high school – how can she think about marriage?" Adrian gives him an arch look, and he realizes that that he is speaking to a recent divorcee' and apologizes. "That's ok, I forget, myself, most of the time," she says wryly. "Do you think you'll ever get married again?" Omar asks Adrian. "Sure, why not?" Adrian tells him. "Will you marry me?" he asks. "WHAT?" asks Adrian in disbelief. "I'm serious – marry me," Omar asks her. "Are you serious? I'm 18 – I'm too young to get married!" He reminds her that she's already been married, but she tells him that she doesn't want to marry again until after college. He tells her that he will be finishing up his bachelors at the end of the semester and will be teaching while he works on his masters. "Seriously – are you going to find a better man than me? I love you, Adrian, and I don't want you to be with anyone else, ever again." He leans forward and kisses her. Adrian takes a deep breath. "Why did you have to do this, you jerk? It was sooo good – I was so happy -- and now we have to stop seeing each other!" she complains. But he assures her that they don't have to stop seeing each other, she can take as long as she likes to answer – "tell me a week from now, a month from now, a year from now – years from now. But no cheating – and eventually, you have to say yes," he tells her with a slow smile. He leans in to kiss her shoulder gently, but she still has a troubled look.
Ben's father stops in his room, but Ben is busy with homework. His father asks him what is wrong, and Ben asks him if he thinks that Betty and Camille will ever be friends. His father is taken aback. "Oh, I hope not! That friendship would NOT be sanctioned by me!" Ben tells him that Dylan wants to be friends with Amy and Adrian, and his father nods knowingly: "Keep your friends close and your enemies closer," he agrees. Ben doesn't see Amy and Adrian as Dylan's enemies, but understands that she is jealous of them. His father reminds him that Dylan will only be friends with them as along as Amy and Adrian have a guy in their life, and points out that Dylan has friends of her own she should be talking to, not Ben's exes. Ben tells him that since he is friends with Adrian and Amy, it seems reasonable that Dylan should be, too. "Since when are you friends with Amy?" demands Mr. Boykewich, and Ben explains that it has been a casual thing. "You are NOT going to be friends with Amy," Leo declares. "She is engaged to be married to Ricky, and Ricky . . . . " he trails off, staring at the look on Ben's face. "Oh, no . . . don't even THINK about it!" Leo says emphatically. Ben shrugs noncommittally.
Betty and Camille are having dinner together. Betty tells Camille that if Camille would give up the idea of having a baby, she and Leo's relationship would be much, much better. Camille is clear, though – that's what she wants, and she's upset that Leo told Betty. Betty asks Camille if she's not getting too old for babies, but Camille assures her that other women her age are having babies, "so it can be done!" "Not without completely wrecking your sex life!" exclaims Betty. "I mean, Ben is so screwed up, I don't think Leo is ever going to want to roll those dice again! He's really looking forward to Ben getting out of high school and going off to college next year – far away." Camille is uncomfortable with the conversation.
Jacob is pacing back and forth in the kitchen waiting for Ethan. Margaret taps on the door and introduces herself to Jacob, telling him that Ethan isn't allowed out at night without her permission, and certainly not after 9 on a school night so that Jacob could copy his homework. Jacob is a bit taken aback by Ethan's excuse, but falls into it and apologizes to Margaret. She tells him that she knows about the girls, and admonishes him that he is too young to be going out with 17 year old girls, and too smart to get mixed up with Ethan. "He can be trouble, but that doesn't mean that you can't get into trouble on your own – I heard about you and Tom and the car. You're not getting off to a very good start, here," she says, shaking her head regretfully. Jacob apologizes again, explaining that he didn't have any friends here, Ethan was friend, "and the girls were very pretty." Margaret tells him that the girls won't be coming over after all.
At George's, Amy is working on her homework. Calling Ricky, she finds that Jane and Jackie still haven't returned from their outing. As they review her homework, he asks her about World War II allies. "I'm so tired I don't think I even remember what an 'ally' is," she moans. George tells her that allies are two countries that share a common enemy or a common goal – "but allies change over the years, you know what I mean?" he tells her warningly. She grins, tiredly. "I think I do – you don't think I should be friends with Ben?" "Not unless you want World War III," George assures her. He encourages her to tell Ricky that she talked to Ben while at the pizza place, and then drop it. "Amy, you and Ben don't need to be friends – you don't need to be enemies, but you don't need to be friends," he tells her earnestly. Amy listens thoughtfully.