The episode begins immediately after the end of the last, with Megan arriving at the girls' test after it's begun.  Rather than letting Rose get away with cheating, Megan tells the teacher Rose took her bag and she goes inside the room and takes it.  Go Megan!  When Rose gets home, Megan grounds her for like ever.  Rose spends the rest of the episode studying and trying to get out of the dog house.  When here grades come in and they show improvement, Megan lifts the sentence a bit.

Laurel, meanwhile, we join up with as she arrives in Santa Monica to surprise Miles.  It turns out Miles' wife passed away just a year ago.  Laurel tells Miles the reason she left... they had a kid together.  Laurel ends up spending the night.  Miles then shows up in Florida to suprise Laurel as a romantic gesture.  However, she's too busy for him and spends the day on conference calls as he spends the day in a hotel by him himself.  When she finally comes for him, he's sick of waiting and they call off dinner plans.  Later, Laurel sneaks into Miles' hotel room and she apologizes.  The two decide it won't work between them.  Miles wants a quiet life.  Laurel has anything but a quiet life.  We see Laurel sitting alone drinking wine looking very sad at the end of the episode.  We could cry.

Charlie gets his cousin, Luis, a job working for Marco.  While we have no clue how Luis and Charlie could be physically related, Sage doesn't seem to care and takes a liking to him.  She spends the episode flirting in the best way she can... by tormenting the help.

We join Charlie and Mandy shortly after he asked her to move in.  Things are just starting to hit Charlie that maybe he rushed into things as she discusses all her stuff she'd need to move in.  Charlie doesn't reassure Mandy that he wants her to move in and when Megan tells him it was a test he failed, he finally talks to Mandy.  She's angry that he talked to Megan first and that he thinks all girls are as complicated as Megan.  When Mandy tells him she's moving to Coconut Grove because it's cheaper (Editor's Note: in reality it's much more expensive), Charlie realizes he'd rather live with Mandy and see too much of her than to risk never seeing her again.

Now on to the bread and butter of the episode, Megan and Will!  When Megan returns from catching Rose, Will is waiting for her to have their talk about him going to Brazil and their relationship.  Megan finds out that Will was planning on putting them and hold and not doing the long distance thing.  Later in the episode, Will gets a call from the company and finds out he no longer has the job. Megan plans a nice "wallow hallow" for Will to get over his job loss.  It includes some of his favorite things including sushi, his favorite Japanese beer, and Monty Python movies.

Will then accidentally reveals to Megan he knew about the job before he told her.  She's very upset to know he asked her to be his girlfriend knowing he'd move to Brazil.  She thinks he did it because he was able to ask her out knowing they could date for a few days and then not do the long distance relationship.  Megan tells Will that she doesn't think he's ready for a relationship because she doesn't want to date someone who needs help being a boyfriend.  Will then surprises her at the end of the episode with the best romantic gesture we've ever seen... he brings in Megan's "wallow hallow" from New York: pastrami sandwiches imported from Carnegie Deli, roasted chestnuts, and a giant lit up Christmas Tree.  Go Will!