- 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.
- Julian does a great job directing, especially feeling and handling Alex. Brooke keeps sending mixes signals, mainly negative, to both Julian and Alexander, who now ogles Alex and soon dates her. Nathan and Jamie seek refuge at Clay's while the James sisters bicker after David came to his senses and dumped Taylor. Their mother arrives, announcing she has terminal cancer and wants her last months to be quality time with them, but Taylor runs. Grubbs is challenged to use his musical talent for a record. Millie has been cheating at group therapy.—KGF Vissers
- NATHAN AND HALEY RECEIVE LIFE-CHANGING NEWS Brooke (Sophia Bush) and Julian (Austin Nichols) try to find a balance between their personal lives and work as the movie shoot begins. Nathan (James Lafferty) and Haley (Bethany Joy Galeotti) receive a surprise visit, and Clay (Robert Buckley) supports Quinn (Shantel VanSanten) as she faces some unexpected news. Alex (Jana Kramer) sets her sights on Alexander (guest star Mitch Ryan), and Millicent (Lisa Goldstein) finds herself struggling with temptation. Jackson Brundage also stars. Jessica Landaw directed the episode written by Nikki Schiefelbein (#716)
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