Part One: Alison

Alison lies to Cole about getting a few hours sleep when he asks her to watch him surf. While she's trying on dresses to go see Noah, Cole comes back because he forgot his board wax. He is passive about her behavior. It appears he knows exactly what she's up to and just decides to let it go.

Alison has Cole meet her at her friend Phoebe's house. She takes care of it while Phoebe tours the world with musicians all over the world. It's their most explicit sex scene together, completely naked and enjoying each other's bodies. Alison wanted to be a doctor at one time, but couldn't pay for the classes to prepare for the boards.

Alison gets a call from her grandmother's nursing home. Alison's mother is there -- Athena. She has to go. Now that Alison is comfortable, she's tossing out vulgarities without hesitation. They decide to see each other later as Alison goes to the nursing home.

Athena isn't known by her mother because she changed her name from Shelly. Grandma thinks she is making fun of her. It's obvious mother and daughter will class over Grandma's hope.

Athena wants to take over Grandma's health decisions, worrying being her proxy is too much on Alison.

Oscar and Scotty have personal business to take care of.

Scotty is the dead parties Det. Jeffries is asking about. Alison gives him some amunation to go after Oscar, confirming their friendship.

Noah and Alison eat outside of Phoebe's and talk about where they would like to live someday and Noah says he'll take her to Bodega Bay in Sonoma -- wine country. Bodega Bay!! Birds. They're still acting like a normal couple. Noah asks her about protection. A little late in the game, she thinks, but yes. Does he have any STDs? Haha.

Athena meets Noah outside of Phoebe's. She knows immediately that Alison is having an affair with him.

Alison has dinner with the Lockharts but takes Athena along with her.

Watching Athena do reiki on someone is kind of embarrassing.

Mom Lockhart got a call from a realtor -- $30 million! Cole pulls the seven generations crap out again. He and Scotty fight.

Geri gives her wedding band to Alison and thanks him for taking care of her son. She tells her she knows he acts like he doesn't need anyone, but he does.

Athena and Geri fight about Alison. Cole screams at her, it was his mother who fed Alison when she couldn't eat and bathed her when she was still terrified of water. Alison and Athena disagree about her marrying Cole and their past in general. Athena notices hat Alison is starting to become someone else, and bets that her daughter is regretting her earlier choices.

Det. Jeffries asks Alison another question about Scotty, the night of the wedding. Was he acting off? Nope. She reinforces that "they" drove back to the city.

Part Two: Noah

Noah is at home, leaving the bedroom. He notices Whitney isn't home. Helen says she's at Ruby's and he says he's anti-Ruby.

Noah head to Phoebe's. It's the first time that Noah sees Alison in his recollection as wearing jeans. Noah is in a hurry as he's getting texts from Helen about Whitney. He rushes out and goes home, blowing a tire on the way. He runs into Oscar on the street awaiting help. Noah says he's in the area doing research on a book he's writing. Oscar keeps him company while he waits for AAA. The Butler's were some of the first investors in the Lobster Roll. Noah brushes off Oscar and rushes home.

Whitney has been a part of a group of online kids who was bullying a girl named Jodi. Jodi tried to kill herself. Helen knows Jodi created the account and wants to see her phone. Whitney tosses it in the phone. The grandparents stand up for Whitney and try to cover her tracks. Noah is incredibly angry.

Another argument over the family money ensues. Bruce Butler is certain the girl just wants the money. Helen thinks what the "troubled" girl did what she did without any help from Whitney. It's when Helen decides to go back to Brooklyn in a day that Noah decides to come at it from a different angle. She doesn't understand why he wants to stay with her parents all of a sudden.

Oscar comes to return Noah's AAA card and he shuffles him out so fast that a physical altercation erupts. Noah decides to take Whitney over to Jodi's

The real story about what went down with Jodi comes out. She wonders if doing a lot of bad things will make you a bad person. No, it just makes her an asshole, which she doesn't want to be. She heads in to talk with Jodi and Noah says, almost to himself, just stop.

Noah tells Helen it went great with Whitney. Helen talked to her therapist and she'll help them find someone out there and they have to spend more time with Whitney. The wonder how they could possibly spend as much time with Whitney as they would a toddler. Helen even suggests Noah take a semester off.

Helen adds insult to injury when she says he'll never be successful if he only writes one book a decade. Just after the money conversation it is horribly timed and swearing is a mess. Helen wonders why he was jogging in Ditch Plains.

Noah wonders if that's what Jeffries wants to know, about nasty fights with his wife. Jeffries has someone in mind for the death. He wonders if Noah was ever at a club called "The End." Never. He's never heard of it, says Noah.

Noah goes to Phoebe's to see Alison. They have another incredibly explicit sex scene on the bed. Noah asks her if she wants to run away with him. She says yes.