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SHE HAS A CANCER – Kelly (Jennie Garth) and Silver (Jessica Stroup) deal with the shocking news that their mother, Jackie (guest star Ann Gillespie, "Beverly Hills, 90210"), is dying of breast cancer. Kelly doesn't want to be sucked back into her mother's bad behavior, but Silver feels differently. Navid's (Michael Steger) world is turned upside down when Adrianna (Jessica Lowndes) reveals that she needs time alone, but turns to Teddy (Trevor Donovan) for attention.
Jen (Sara Foster) continues to manipulate Naomi (AnnaLynne McCord) and manages to convince Naomi to lend her a large amount of cash. Jasper (guest star Zach Sherman) rescues Annie (Shenae Grimes) from a bad date and the two forge a bond that will be hard to break. Harry (Rob Estes) accompanies Ryan (Ryan Eggold) to a bar for some guy time and attempts to be his wing man. Lori Loughlin, Tristan Wilds and Matt Lanter also star.
Silver looks up cancer survival rates. She closes her computer when Kelly arrives. Silver informs her that their mom has cancer. She confesses that she told her to drop dead before she found out. Silver suggests that they call her. Kelly says that they don't do anything. Kelly is sorry that their mom is sick, but doesn't want to get sucked back into her drama. Kelly reminds Silver of the times she hurt them. Silver promises she will not get involved.
At the school, Jasper complains to Annie about the state of modern film making. He apologizes for his ranting and admits that his attitude doesn't win him friends. Several football players see Annie and Jasper talking and tease Mark that he lost her.Meanwhile at a stable, a man tells Jen that he enjoyed last night. Jen sees a majestic horse brought out. The man says that the horse is for sale and that there is no limit to how much she can make on the tracks. Jen tells Naomi she is finalizing her divorce. Jen says that she is going to need $100,000 dollars for her lawyer since she signed a prenuptial and needs a good lawyer to get her share of her husband's money. Naomi is worried that her money is going to go to waste. Jen tells her that she doesn't want advice from her. Navid and Adrianna have dinner together. Navid orders shrimp while she orders wild Alaskan Salmon. He thinks that there is something off and asks her what is wrong. While Navid talks, Adrianna loses focus and stares at Teddy who is behind him. Adrianna says she wants to break up. She tells him she needs to figure out who she is before only being known as his girlfriend.
In Liam's garage, Navid tells him about his breakup starting the story with his and Adrianna's dinner orders. He gives Dixon a hug when he arrives. Dixon looks around, but Liam stops him and asks them if they want to go to the beach. Navid says he doesn't want to go and repeats his story about the breakup.
Meanwhile, Adrianna texts Teddy and tells him that she just broke up with Navid and is alone. Teddy texts back back and asks her to hang out.
Jen visits Ryan at his apartment. Jen complains about her relationship with Naomi. She gets a call and Ryan sees that it is from a person named Eduardo. Jen tells Ryan he should not be jealous because they agreed to date other people.The next day at school, Mark meets with Annie at her locker and asks her to hang out. He apologizes for showing some of his friends the picture of her and blames Naomi for sending it to the entire school. Mark says that he is upset that she is seeing Jasper since he pulled a knife on a guy last year. He asks her to be careful.
In the hallway, Kelly runs into Harry. He asks her when they are going out to lunch. Kelly uncomfortably says she is busy and tells him that she will email him later.Silver goes to her mom's house and meets with her nurse. She goes inside and sees Jackie quickly put on her wig. Later, they talk over tea. She tells Silver that she is expected to live for only three months. Jackie says that she had her lump removed, but they didn't get it all. Silver apologizes for what she said during the meeting, but Jackie says that she had every right to say what she did. Jackie says that she wants to focus on the present now. Silver suggests they hang out more often. Jackie asks her to move back in with her.
During lunch, Jasper asks Annie if he can join her. Annie says that she needs to study. Jasper invites her to go out later, but she says that she is busy, then leaves.
Harry overhears Ryan talk to a friend about being his wingman. Harry tells Ryan that he would like to go out with him. Ryan agrees to go out, but thinks Harry is acting weird.Naomi meets Jen at the beach club. Jen says that she felt bad after their fight the other day. Jen tells Naomi that she is her best friend. She announces that she wants to move out until she figures out her divorce. Jen tells her that she will be better off without her dragging her down. Ryan informs Kelly that Silver was not in class. He says that Adrianna told him that Silver was going to take Jackie to a doctor's appointment. Later, Kelly visits Jackie. She tells her mom they can't change the past. Kelly explains that Silver is bi-polar and it is best that she leaves her alone.
After school, Annie thanks Mark for warning her about Jasper. Mark says that he owes her and reiterates that he is sorry. Mark asks her if she is single and she says she is not dating anyone. Annie agrees to hang out with him. Jasper sees them drive off together.As Jen is about to sign a new lease, Naomi arrives and gives Jen a check to cover her divorce lawyer fees. Jen thanks her and gives her a hug. Teddy and Adrianna hang out at the beach. Adrianna gives Teddy a kiss and says she is having the best day with him. Teddy says that it is great to kiss her and not feel that it is wrong.Silver goes home and finds Jackie waiting for her. Jackie tells Silver that Kelly was right and that she should stay away. Ryan and Harry hang out at the bar. Harry tells him that he has the perfect girl for him who is an opera singer. Harry loudly impersonates the opera singer as he gets up to use the bathroom. A woman sits down with Ryan and asks him to join her and her friends if he is willing to ditch Harry. Harry returns from the bathroom and tells the woman that she is on his seat. Ryan feels embarrassed as they continue to drink.
Teddy tells Adrianna that it didn't seem like she was really with Navid. Adrianna says that she doesn't want to hurt Navid any more. Teddy says that he doesn't want a relationship. Adrianna says that she made a big mistake, then leaves.Harry tells Ryan to snap out of his depression. Harry complains about how Debbie always nags him about how to raise the kids. Ryan puts his head down as the woman that met with Ryan earlier waves goodbye then leaves. As Ryan leaves the bar, a bartender hands him her phone number. Silver confronts Kelly about convincing their mom to stay away. Kelly says that since she is bi-polar, a relationship with their mom might be hurtful. Later, Silver goes to Jackie's house to move in with her.
Navid asks Teddy for advice about his breakup with Adrianna. Navid wonders if Adrianna is hiding something, but Teddy suggests not to let his imagination get away from him.
Jen and Eduardo meet at the stables. She tells him she wants to buy the horse from him. She says she just received a generous gift of $100,000.
Adrianna and Naomi eat ice cream in bed. Adrianna says that she feels like an idiot for losing the love of her life. Naomi tells her that she can fix things since it is only Navid and not George Clooney.Annie and Mark drink wine at the beach. Later, Mark brings Annie to a rooftop and kisses her. She pushes him off, but he tells her not to be a tease. Jasper arrives and throws Mark to the ground. Annie warns Mark that she will call the cops if he comes closer. Jasper asks Annie if she is okay. Annie says that she is glad that Jasper helped her out. Jasper asks why she was acting weird in the cafeteria. Annie says it was because Mark told her that he pulled a knife on someone. Jasper says that it is not true, but he has to give Mark props for creativity. Later, Jasper goes to Mark's car, scratches it with his knife and stabs his tire.
Debbie finds that Harry is trying to get over his hang over. She helps him make a drink to help. Harry accidentally thanks her by calling her Kelly. Meanwhile, Dixon goes to Sasha's house and is pulled inside.Jen tells Naomi that she got a horse as a gift from Eduardo. She says that they are going to make a lot of money from her. Adrianna meets with Navid and tells him that she made a huge mistake. She say that she is going through weird things and would like him by her side. Navid asks her about her kiss with Teddy. Adrianna says that she can explain what Silver told him. Navid admits that Teddy told him.
- Rob Estes as Harry Wilson
- Shenae Grimes as Annie Wilson
- Tristan Wilds as Dixon Wilson
- AnnaLynne McCord as Naomi Clark
- Ryan Eggold as Ryan Matthews
- Jessica Stroup as Erin Silver
- Michael Steger as Navid Shirazi
- Jessica Lowndes as Adrianna Tate-Duncan
- Matt Lanter as Liam Court
- Lori Loughlin as Debbie Wilson
Special Guest Stars
- Trevor Donovan as Teddy Montgomery
- Sara Foster as Jen Clark
- Blake Hood as Mark Driscoll
- Mekia Cox as Sasha
- Zachary Ray Sherman as Jasper Herman
- Matthew Florida as Julian
- Federico Dordei as Eduardo
- Diana Gettinger as Ramona
- Gina Comparetto as Cute Girl
- Indira G. Wilson as Nurse Mindy
- Silver: "You can't decide what kind of relationship I have with my dying mother."
- Harry: "What is it the kids say? Awwwwkward!"
- Kelly [to Jackie]: "What's best for Silver is that you leave her alone."
- Adrianna: "I need to figure out who I am before becoming Navid's girlfriend... we need to break up."
Opening Tagline: Adrianna
- "Cold Hands" by Andre Anjos
- "Dreams" by The Cranberries
- "Driving 40" by Kite
- "Heap See, Few Know" by The Soul Seven
- "Just Can't Get Enough" by BossHouse
- "Many Shades of Black" by Adele & The Raconteurs
- "Mood Is Right" by Maimon & The Mongoose Band
- "Nobody" by Kate Earl
- "Round and Round" by Mason Brothers
- "Sacred Heart (A Sailor's Drunken Eulogy)" by Right Away, Great Captain
- "Send Him Away" by Franz Ferdinand
- "Sierra's Song" by The All-American Rejects
- "Tambourine" by Blue Judy
- "Teen Lovers" by The Virgins
- "Yea Yeah" by Matt and Kim
- "You're So Cold" by Will Dailey