Once inside the complex, Alison spots Brooke floating in the pool and jumps in. She calls out to Billy for help and he instantly appears so either he hadn't gotten in the car yet or he has dog-like hearing. Billy quickly tears off his jacket and jumps in the pool to help Alison get Brooke's lifeless body out of the water. As Billy starts mouth-to-mouth, Alison runs to call 911.

The police and the paramedics are now at the building and if you listen closely you can hear some of them say, "Hey, isn't this the same bitch who slit her wrists a couple weeks ago?" One of the officers is questioning some old lady outside the building which makes no sense considering Pool Boy or Jogging Lady With Dog would probably have more information. As we are treated to a downward spiraling shot of Brooke on a stretcher, I thought for a minute we were seeing her from the viewpoint of a bird swooping down to poke her eyes out. Brooke's head and shoulders are uncovered, so it appears as if she has escaped death once again. A paramedic straps her into the stretcher and, as someone says, "There's nothing we could do", the paramedic flips the sheet over her face and wheels the dead Demon Enchantress away to be recycled into another Spelling show. Alison descends the stairs from her apartment wrapped in a blanket and puts a blanket around the shoulders of a catatonic Billy. She then tells him that she called the movie theatre to have Jane and Jake paged since, after all, they *were* Brooke's best friends. An officer approaches Alison and Billy and informs them that their statements need to be taken. Billy's guilt is apparent as he mumbles something about "we were just going to the movies". Saint Alison tries to console him by telling him it wasn't his fault and that it was an accident to which Billy replies, "Was it?" and walks away.

At Dumb & Dead, Amanda is finishing up a staff meeting by publically offering her sympathy to Billy for his recent loss. She continues her "D&D Comedy Hour" routine by stating, "Brooke was a valued employee and friend" and then gets Alison to recite the plans for Brooke's funeral. Amanda adjourns the meeting and tells Billy that she's surprised to see him at work. When Billy tells Amanda that his emotional ties to Brooke were cut a long time ago, Amanda seizes the opportunity to get Billy back to work immediately by shoving the Lindy Toys account on him and even suggests Billy use the "I'm a widower" routine to buy some time and appease the client. Alison is disgusted at Amanda's ruthless behavior and, after Billy leaves, lets Amanda know it. Amanda tells Alison to either take a personal day to grieve or get back to work.

Matt goes to the set of "Restless Hearts" to see Alan but is sidetracked by Gloria, the executive producer. Gloria takes Matt by the arm and walks over to the food truck where she makes no secret of her unhappiness over the picture taken of Matt and Alan hugging at the danceathon. She explains that she has "thousands invested in Alan" and that it won't do a bit of good if the public catches him "fawning over another man". Matt is sporting yet another hairstyle courtesy of lawn equipment and explains that he and Alan are in a relationship and that he wouldn't do anything to damage Alan's career. Gloria is glad to hear this and tells Matt to make "fewer visits to the set".

Alison is in Jane's garage/office whining about how Billy won't let her help with Brooke's funeral arrangements so Jane gives her a much-needed reality check and reminds Alison of how evil Brooke really was. Jane then goes fishing for compliments by stating that the dress she's working on looks awful and, naturally, Alison tells her otherwise. Having successfully changed the subject, Jane asks Alison to listen to her sales pitch for an upcoming meeting with a prospective client. It quickly becomes clear that Jane can't pitch baseball, much less her lame fashions, so Jane asks Alison to do the sales pitch for her as her "Director of Marketing". Alison reluctantly accepts.

Back on the set of daytime television's greatest drama, Alan is in bed with a Sandy-from-first-season lookalike doing a steamy love scene while Matt looks on. After the scene ends, Alan introduces Matt to Valerie, his current onscreen lover and then walks off, leaving Matt to question Valerie about her current off-screen love life. When she tells Matt she's single, it plants yet another seed of doubt in his paranoid mind. Alan returns and informs Matt that he's invited Valerie over for dinner the following evening. Matt tells them that he has to work and can't change his schedule on such short notice, but neither Alan nor Valerie seem any too worried about it as they can just "run their lines". Matt and Alan then head off to lunch.

Alycia and Peter are having dinner and second-guessing one another when Peter tells Alycia that Bobby may be jeopardizing their relationship. He tells her that Bobby doesn't trust him and thinks Peter is using Alycia to get to Bobby. Alycia is angry that Bobby doesn't trust her and makes no secret about it. Peter is turned on by this display of firey determination and tells her so, to which she replies, "Be very careful what you wish for".

Billy is awakened by a splash in the pool and Brooke's voice whispering, "Billyyyyyyy - I'm cooooooold" which is surprising considering all Brooke ever said when she was alive was, "Billy, I neeeeeeed you". A rapid wind begins to pick up and the front door is forced open. Billy gets out of bed as Brooke's voice continues to call out to him. As he heads toward the front door the winds are gusting so hard that I half-expected him to step out into a technicolor world of munchkins. Billy looks down and sees a set of wet footprints heading from the pool to his front door so he quickly closes the door and the living room window. The voice is now replaced with Brooke's evil laughter as Billy sits, hands clasped together, looking upward in fear.

Kimberly and Michael are in bed discussing the old times when Michael asks Kimberly to move back into the beach house with him. Kimberly replies with, "Right, and prove to the world I really am crazy". She then tells Michael, "We had sex, not a relationship" and explains that their relationship requires "high-maintenance" to which she is not ready to commit. With that, she kisses him and gets out of bed, leaving Michael looking sour and thinking about morning breath.

Alison goes to Billy's apartment an hour before Brooke's funeral and finds him sleeping in a chair in the living room. He tells her he's had a couple nightmares and she hands over a small shopping bag filled with Brooke's belongings left behind in Alison's apartment. Billy tells Alison that he sometimes thinks Brooke died just to get back at him and notes that, since their divorce was never finalized, he has now inherited all her credit card debt in addition to still making payments on her engagement ring. Alison tells Billy, "You're still in shock" to which Billy replies, "No, I'm in Hell". He then hands over a legal pad and tells Alison he was up all night trying to write Brooke's eulogy. Alison looks it over and tells him it's beautiful, so it's obviously a pack of lies, which Billy confirms before heading for the shower.

Kimberly comes home and finds her belongings packed and outside the front door. Sydney, dressed in black and looking like Pat Nixon, is on her way out so Kim asks why her stuff is packed. Sydney tells Kimberly about all the things she's "taken" from Syd, including the apartment and now Michael. Kimberly tells Sydney she's behaving childishly so Sydney replies, "Maybe it just seems that way because you're so old!" Kimberly tells Sydney that she cares about her and then proceeds with some psychobabble about Syd's and Michael's relationship. Sydney calls Kimberly a "quack" and tells Kim she "two-timed" Sydney both as a doctor and a roommate before turning to leave for her oh-so-urgent funeral. When Kimberly asks, "Who died?" Sydney answers, "BROOKE!" and then reminds Kim, "She drowned in the pool" as if everyone should jump on the Rollercoaster of Chaos and care about Brooke just because she's dead. Sydney tells Kimberly, "Gee, and you're a doctor - maybe if you had been here instead of whoring around with Michael you could have saved her" before turning and leaving.

Peter is alone at the office when Alycia pays him a surprise visit. After confirming that Sydney and Michael are elsewhere and there are no patient visits scheduled, Alycia deadbolts the door and begins seducing Peter. When Peter asks how her meeting with Bobby went, she informs him that she turned in her resignation. Peter is shocked and a little worried since, after all, he's just using Alycia to get to Bobby to get to Amanda. As Alycia continues kissing Peter, he protests her resignation until finally she informs him that Bobby didn't accept it and even promised to stop harassing Alycia and Peter. Peter is relieved that Alycia still has her job and then they do it on the floor.

Amanda, Billy, Alison, Matt, Jake and Jane are all at the cemetery for Brooke's funeral (yes, Matt is actually in a scene with other regular characters - call Oprah). Jake is also sporting a sassy gay Caesar haircut and it appears that the entire cast is now getting their hair done at the Snapper factory in McDonough, Georgia. When Matt tells Jake, "Nice haircut!" Jake replies that he went to Jane's stylist (big surprise there) and spent 60 bucks and 2 hours to basically have his head shaved. Amanda's beeper goes off and she turns to Billy to inform him that it's Lindy Toys and asks if he has any news yet to which he replies, "No". Amanda excuses herself to go call Lindy Toys and walks all of maybe ten paces away from the group before yanking out her cellular phone and dialing. Just then Sydney walks up and says, "Amanda, I know it's the 90's, but - a cell phone at a funeral? Very tacky" to which Amanda replies, "Oh, just what I need - style pointers from Gidget". Sydney then tells Amanda that Kim moved out and Syd changed the apartment locks and is taking back her old lease.

Billy stands to give his eulogy before Father Hock (as in loogey?) starts the service. He begins by referring to Brooke as an Armstrong (not a Campbell) and then stammers his way through about a minute of B.S. about Brooke. He eventually gives up and turns away leaving Alison the "Savior Of All That Is Wrong With Melrose" to jump up and continue the eulogy for him.

At the hospital, Mrs. Davis the real estate lady is ticked off because Kimberly is running late for yet another appointment with her but I think it's because she's got bad hair, hideous accessories and she can't act worth a damn. When she says she can't wait and tries to leave some brochures at the desk, the nurse holds up her name tag and tells her she's a nurse and not a secretary like her name tag is gonna say all that anyway. Mrs. Bad Hair is obviously not impressed and tells the nurse-not-a-secretary to inform Dr. Shaw that she may soon need a new real estate agent.

Billy and Alison are carrying stacks of books and files, presumably for the Lindy Toys account, into Billy's apartment. Billy tells Alison the reason he stammered at Brooke's funeral was not because of Brooke but because of Alison and his feelings for her. Billy then asks Alison to spend the night with him but she declines, saying that she has to sort out her emotions over all that's happened, including her feelings of guilt for bringing Brooke to D & D in the first place. She urges Billy to deal with his own feelings and then kisses him goodnight.

Outside, Alison sees Jane and Jake laughing and kissing so she clears her throat to get their attention. Jake tells Alison that she missed a great dinner and Alison replies that she "got swamped at her REAL job". Jane's meeting went well and, after a little mutual gushing between Alison and Jane, Alison heads off to bed. Jane and Jake continue molesting each other outside when Richard walks into the courtyard. He politely says hello to the 2 lovebirds and informs Jane that he had a meeting with Mr. Jordan shortly after Jane had hers. Richard tries to play head games with Jane regarding the account but Jane informs him that Mr. Jordan already gave her the order. Richard is shocked and tells Jane, "I don't believe you". Jake tells him, "It's true Dick - I was there when she got the call" and Jane follows it up with "Talent always wins over trash". Richard is left standing there speechless and angry while Jane takes Jake into her apartment for "dessert" (wink, wink, nudge, nudge).

Matt comes home (nice purse) to find Alan and Valerie smooching it up. Matt says, "I hope I'm interrupting something" to which Alan and Val hold up scripts revealing that they were just rehearsing for a scene. Matt feels like an idiot (again). Barbie doll girl tells Matt that he has nothing to worry about because she's a lesbian (which brings the gay character tally up to 4). The three discuss how Gloria, the soap's producer, likes to closet gay actors. "Its just television", Matt says but blondie reminds him, "Not to daytime viewers." (nor to Melrose viewers!) She explains how she used to have a girlfriend that Gloria scared off and warns Matt and Alan to not let that happen to them. So I guess Matt's recurring storyline is to battle homophobia everywhere because hey, that's the only thing gay people do with their spare time.

Billy is sitting out by the pool drinking beers and going over the Lindy Toys account when those high-speed winds return and a sweeping fog covers the pool. Billy stands at the edge of the pool and the look on his face combined with the 3/4 profile angle make him look like Michael Jackson did in the "Thriller" video just before he started dancing with dead people. And speaking of dead people, Brooke emerges from the steam covered Melrose lagoon as the resident creature. She's sporting her wet outfit and a nasty gash that she received in her fall (or maybe where St. Peter slapped her ass away from the Pearly Gates). Andrew Shue shows us a new emotion: fear. Wow! Now Billy can be dumb, mean, and afraid... that's right up there with every Keanu Reeves character. Brooke says, "Hello Billy. Did you miss me?" to which all of America shouts a simutaneous "NO!" Casper goes on to say that its Billy's fault that she is dead. Billy pleads for her to go away but Brooke says "I'll never leave you alone!" Billy is snapped back to his senses when Alison asks if he's alright from her railing above. Billy looks back at the pool and all is tranquil. He tells Alison that he's fine. After he leaves hastily, Alison does one of those "I'm on a soap so I'm going to end the scene by looking off with an expression of concern" looks.

Amanda goes to see Bobby at his office and notices Alycia's hostility towards Bobby. She asks Bobby, "Did the temperature just drop 20 degrees in here?" (Amanda knowing this feeling from ending every D&D board meeting the same way) He tells her that Alycia is still upset that he meddled in her love life and she wants it strictly business between them. Amanda tells him that's fine if you're her and you have to manage 50 employees (oh gee Amanda, McDonald's managers have to manage more) but since Alycia is his sole employee, he should stroke her... ego (made you look). Amanda suggests that Alycia, Peter, Bobby and she get together for dinner to smooth it all over. Bobby asks Amanda if she's so good at manipulating people then how does he know that she isn't doing the same with him? Amanda replies, "You don't", which gets yet another snicker from laughing boy Bobby.

Billy goes to the Beverly Hilton to retrieve Brooke's things. He rummages through them and finds a list of possible slogans for Lindy Toys, the most prominent being, "Stop playing games and start living them" which sounds more like a porn ad to me, much like #2 on her list: "Can I play with your Lindy?"

At dinner with the Backstabbers Anonymous Club, Bobby and Peter quibble over who gets the honor of paying the bill. Alright boys, let's settle this once and for all... whip them out and I'll get the ruler. Alycia excuses herself to go to the ladies room and Amanda tags along (why do women do this?). While alone, Bobby questions Peter if he only came along to be close to Amanda. He also tells Peter that he doesn't trust him. Peter responds, "You shouldn't. Trust is overrated - especially by losers." Meanwhile in the ladies room, Amanda and Alycia are sprucing up their already flawless appearances. (Amanda must be getting fashion tips from Syd because she's wearing an awful leopard lame outfit). Alycia asks, "Did I past the test?" and Amanda reassures her that Peter is just a friend and dinner was to ensure that all was o.k. between Bobby and Alycia. Amanda tells her what a valued asset Bobby thinks she is and she herself is only there for Bobby's success. Alycia asks Amanda if that's because she cares for Bobby or her investment. Amanda answers, "Both" and tells her to "Tread lightly."

Jane and Jake are at it again at her place when Jane gets a call. We discover by her comments that the buyer (Mr. Jordan) dropped her account. After she hangs up, she goes rushing out (in a strategically wrapped blanket) and up to Jo's apartment yelling for Richard. Richard answers the door also half clothed and oh yeah - Jo is in this episode too. Jane asks why Richard stole her client. Richard tells her that he merely told him that she was working out of a garage and he himself promised to do twice the work at half the cost. Jo tells everyone to calm down and Jane snaps, "Oh Jo you're a photographer. You don't know anything about the fashion business!" Richard tells Jane, "Neither do you." and closes the door which ended my hopes of an orgy since all four of them were standing around half naked. Inside Jo chastises Richard for stooping so low but Richard tells her that Jane would've done the same thing. As he exits the room, Jo gives him a squinty-eyed "I don't like you" look.

Back at the restaurant with the fantastic four, Bobby and Alycia go to get everyone's coat and discuss business leaving Peter and Amanda to talk. Amanda tells him how she likes Alycia and how glad she is that he's moved on with his life. Peter philosophises how its strange how one can love someone one day, and have those same feelings for another later. Amanda asks if he has indeed fallen in love and Peter says, "Head over heels." This must be a new definition of love that I'm unaware of. He then helps Alycia with her coat and they kiss. As Amanda and Bobby leave, Amanda looks on with jealousy and Peter eyes Amanda while playing some fierce tonsil hockey with Alycia.

The next day at Dark Roots & Drowning Victims, the Lindy Toy meeting is not going well. Mr Lindy-man is distressed that D&D isn't able to get an angle for his hardware aimed at adults. As Linders starts to walk, Billy uses Brooke's slogan and wins him over. Lindster stays with D&D and Alison commends Billy on a nice save. Amanda does too, but tells Billy to not wait until the last resort to pull something out of his ass like that. Bitch much?

Kimmy arrives at a beachfront rental to meet her "I must have slept with somebody because I surely didn't get this job on acting skills" real estate agent. This woman could make Andrew Shue win an oscar. Kimberly is a little late and someone else has beaten her to the house... Michael. He tells Kim that this is their ocean and that they are inevitable because they've already done everything wrong and now its just the good stuff. (If these two turn good, then Jane will get hair, Alison will move on, Billy will act, and Matt will kiss a man!) Michael and Kimberly proceed to romp on the beach like a scene from "The Way We Were" and Gryphon romps to the john to vomit!

Late that night Peter and Alycia are engaged in the bliss of sleep. Peter gets up and starts going through Alycia's briefcase. He shows interest in a file marked "Projected Revenue Figures". Alycia wakes up of course and whitnesses this though she doesn't let on. Relationship tip #210: When looking for things that could possibly destroy your mate, make sure that they're in the next room!

Back at Melrose, Billy is also sleeping but not so blissfully. He is awakened by Brooke dripping water on him. He tries to back away from her but she appears at another corner of the room. Brooke tells him that she no longer needs his love because now she has his soul (didn't she always?) Why? Because Billy used her slogan. Yeah that makes sense - contract signed in blood, using someone's ad slogan - same thing. She informs him that every step he takes will be because of her (and I thought it was that learning to walk when he was two thing). Brooke leans in for a kiss and Billy wakes up. He sits up and says, "Get out of my life" about a gazillion times and it becomes clear that he's starting to lose it so it's only a matter of time before *he* ends up visiting Dr. Kim the Quack.

--written by Stacie and Gryphon

Jane trashes Richard's office and accuses him of stealing her designs. Sydney tells Michael and Peter that she's suing them for sexual harassment. Michael and Kimberly renew their vows on the beach.