Deborah Adair as Elizabeth Wayne, Jed Allan as CC Capwell, Robin Mattson as Gina Blake, Paula Irvine as Lily Blake

(EXT- Gina's Apartment)

-Lily walks up to the breakfast table with a huge smile on her face, remarking what a beautiful day it is outside. Gina snickers, wondering what it is that has her so chipper as she pours them each a cup of coffee.

"Blackmail can be a powerful and beautiful thing," Lily muses.

"Don't I know it....so, what exactly do you have on our good friend Angela?"

Lily laughs, wondering how she can be so sure that it's Angela that she's blackmailing. Gina says she wasn't born yesterday, obviously she's seeking revenge on the woman who stole her husband. Lily remarks that payback is a bitch, especially after Anglea stole Ted on their wedding day. Gina pleads to get it out of her, but she won't budge, until Gina says she'll tell if Lily will. Lily says fine, but she has to go first.

"It's really simple- our Miss Elizabeth screwed up, and I was there to catch her..."

"Elizabeth? What could you possibly have on her? Though I can completely understand why you hate her, after she married Keith..."

"I hate her because she's an icy bitch, but that's beside the point. Our frigid Eliza-bitch got trapped with her Prince CC in the Capwell elevator and decided it was a good time to seduce him. Little did she know that Keith and I had set up a tiny little camera to watch them...."

Lily bursts into laughter. "Great minds...."

"What's so funny? Great minds?!?"

Lily pulls out her cell phone and pulls up the video of Angela and Warren making love. Gina's eyes bug out when she sees them tearing each other's clothes off and going at it.

"I'll say one thing- those two have A LOT more chemistry than CC & Lizzie did. Man, who knew Warren was hiding that body underneath those power suits?"

Gina asks Lily what she's going to do with the information and she claims she's not quite sure yet- for now, she's going to have some fun with Angela, who she's already showed it to. Lily wonders the same about Gina, who says she isn't even going to tell Elizabeth she has it yet, not until the time is right. But when it is, she's going to use it as leverage to take over Capwell Enterprises. With any luck, she and Keith will be running the company before the summer is over.

"I'll drink to that," Lily says, as the clink their coffee cups.

(EXT: London, England)

-Pamela pulls up toward the castle, but parks far enough away that she won't be seen. She creeps up to the door, but stops at one of the windows. She is shocked to see Kelly and Ashton sitting in the living room with Edmund.

"Damn it, she could ruin everything! I should have finished her off years ago when I had the chance."

Edmund spots Pamela through the window and walks up to the drapes. He motions with his eyes for her to leave before closing them.

"I hope you know what you're doing Edmund. I could strangle that Augusta for what she's done."

Pamela heads back to her car and pulls down the long winding driveway.

-Inside the castle, Kelly sips on her tea and notices a bit of tension between Ashton and Edmund. She tries to break the ice.

"So, when are we going to meet Mrs. Lavery?"

"Mrs. Lavery? My wife has been dead for many years."

"I realize that, but Christine said-"

"Oh right, the "Mrs. L" that Christine was referring to, I could see where that would be confusing. She was actually referring to a patient of mine, Mrs. Lockhead. She's been a patient for many years and Christine and she have grown quite chummy."

"Yes, well, why would she be telling you that her bags were packed? Why would you be vacationing with one of your patients," Ashton interrupts.

Edmund explains that she's to be doing an extended treatment and is actually staying overnight at the hospital. He tells them that ever since Loretta died, he hasn't been able to even consider marriage or even falling in love. He explains that when she died, a part of him went with her. Kelly sympathizes, saying that her first husband died as well and she wasn't sure if she'd ever get over it. She wraps her arms around Ashton.

"But when I laid eyes on this son of yours, that truly all changed. I haven't been very lucky in love, Dr. Lavery, but Ashton....Ashton changed all that."

She kisses him on the cheek. Ashton asks her if she wouldn't mind excusing them, as he would like a few minutes alone with his father. Kelly obliges, and gives them their privacy.

"Alright father, she's gone now. You mind telling me what's actually going on here?"

"Why Ashton, I have no idea what you're-"

"Save it, dad. This is me you're talking to, I can tell when something is not right with you. Now are you going to fill me in on what you're up to? Or am I going to have to figure it out for myself?"

Edmund smiles his devious smile at his son, raising his eyebrow, but not opening his mouth.

(EXT: The Capwell Mansion)

-The doorbell rings and CC calls from upstairs for Rosa to answer it. Rosa opens the door and is caught off guard to see Elizabeth standing on the other side of it.

"Hello, Rosa is it? I'm here to see CC."

"Is he expecting you?"

"He is actually, may I come in? Oh I'm sorry, where are my manners, let me introduce myself, I'm Elizabeth Wayne," she says, extending her hand.

"Aye, I know who you are," Rosa replies, not returning the gesture.

"Well may I come in please?"

Rosa allows her inside, eyeing her as she walks past.

"My, what a lovely home, though I guess I shouldn't be surprised, given CC's taste."

"Actually, Sophia is the one who did most of the decorating."

"Yes, well, it's lovely nonetheless.

Rosa asks just what she's doing there and Elizabeth informs her that she doesn't think that CC would be too pleased with her telling the help about the reasons for their meeting. CC comes down the stairs and enters the living room.

"I see you two have met."

"Aye. Breakfast is working and should be ready in a couple minutes, so I best be getting to the kitchen, if there's nothing else."

"It was lovely meeting you, Rosa. I've heard so much about you."

Rosa ignores her and heads back into the kitchen. Elizabeth comments on how cold she was, and CC tells her that she's very protective of Sophia. She inquires about why he's asked her there exactly, as Rosa returns with breakfast, setting it on the table. CC tells her that he thought they should talk, especially after what happened the other day. Elizabeth tells him they where just caught up in the moment and that she's happily married to Keith. CC tries to say that it's more than that, but Elizabeth looks away.

"I know I hurt you all those years ago, hell, I know we both hurt you. Obviously, I had no idea that you were pregnant nor the abuse you were suffering from your father."

"Yes, well, how could you have known CC? He made sure that what went on in that house was kept secret from the rest of the world."

"But I should have picked up on it. And I'm sure it didn't help matters that I rejected you, that I toyed with your emotions. You know, I was facing pressure from my own father too- image, image was what was important to him, moreso than love. He was already displeased about the scandal my affair with Sophia caused, and with her being pregnant, he would have been livid if I didn't raise his grandson with her, let alone allow her to have it out of wedlock. But that doesn't make what I did to you right."

"I survived CC, I always do. Who knows if I would have got up the gumption to leave that house if you didn't marry her."

CC reiterates that it doesn't make what he did to her any more fair. He tells her that he was young and foolish and didn't realize how deeply he was effecting her. He also says that he continued carrying a torch for her, even after he married Sophia. He knew that she probably left because of him and he felt guilty.

"And when I saw you, in my office, all these years later, it all came rushing back. And now, Elizabeth, we have a second chance. A chance at happiness, to be together."

"We have no such thing. CC, while I admit it was wonderful to feel your touch again, to make love to you again, we're both very different people now. I'm not that naive young girl that you loved back then and you're not my fantastical knight in shining armor."

"No, we're both real people. Adults, who are imperfect, and have made mistakes. But when I look at you, when I look in your eyes..."

"But CC, would you even be saying any of this if my sister were still alive?"

CC is silent.

"That's what I thought."

She gets up to leave, but he stands up and takes her hand. He tells her that no, maybe none of this would be happening if Sophia were alive, but the fact is she isn't. She's gone and she isn't coming back. He tells her that Sophia would want him to move on, to be happy, and that no woman could ever take her place in his heart. But he has something that's different with Elizabeth, something special and worth fighting for. She again says she's married to Keith. He turns her around and tells him to look into his eyes, to look into his heart. He asks her if Keith has even once made her feel the way she did when they made love in that elevator. Her eyes well up with tears and she softly tells him no, he hasn't. He says that they could be so good together, if she just gave it half a chance. She tells him that they can't go back in time.

"Don't you see Elizabeth? I don't want to go back in time, I don't want to try and capture some old feeling that we once had. I want YOU, here and now, the woman that stands before me- beautiful, regal, smart, sophisticated. I want someone to share my life with, to share this beautiful home with. And no, I don't want a substitute for Sophia- I want something new and exciting. I want YOU, Elizabeth. Damn it, I want you!"

One of the tears in her eyes is released down her face.

"I want you too, CC. God help me, I want you too."

CC takes her face in his hand, wiping her tears away. He grabs her and passionately kisses her. She pulls back for a moment, looking into his eyes. She takes his face in hers and passionately kisses him back, as Rosa unnhapily looks on from the kitchen, turning and walking back in there.

Rosa looks up toward the ceiling. "He's making a mistake Sophia, a huge mistake. I wish you were here, my friend, to stop him...."

(EXT- LONDON, ENGLAND: Edmund's creepy castle)

-Sophia hurries Marcello into her room, asking if it's possible that anyone saw him. Marcello responds that he was very careful, and that Edmund is tied up with guests downstairs.

"Guests? Who could be down there? Was it an older woman, blonde hair, mixed accent?"

"No," Marcello responds, realizing she's talking about Pamela, "It's actually a young blonde woman and young man. They were here yesterday when I came by as well...."

"Yesterday? My GOD! Marcello, that's why he has me on this side of the mansion! He's afraid that they'll see me- what is he doing to me? Why does he want to keep me shut off from the rest of the world?"

"I'm not sure So...I mean, Loretta. But that's what we're going to find out. Are you ready to begin our session?"

Sophia nods affirmatively, telling him that she's anxious to get to the bottom of what exactly her husband is doing to her. Marcello sits her down and tells her to relax and clear her mind. He coaches her on her breathing, telling her that he's going to count down from 25, saying that when he gets to 1, her mind will be completely relaxed and she will be focused on nothing else but the sound of his voice. He begins counting as she breathes deeply. He gets to 1, snaps his fingers, and puts her in a completely tranquil state. He begins by asking her to go back to Christmas Eve, asking her what she sees.

She describes Eden's house and being around people she doesn't recognize. Suddenly, she sees CC and is confused and angry about his being there. She becomes agitated at the site of him, speaking of all the pain that he's caused her. Edmund then stops her, asking her to go to after the holidays. She remembers meeting with Edmund, but he's not calling her Loretta, he's calling her something else. She says that they're discussing some kind of treatment that she's going to keep hidden from her family. She then remembers New Year's Eve and seeing Pamela. She begins remembering their confrontation in the ladies room and losing her balance. Suddenly, there's a knock at the door.

"Mrs. L? Mrs. L? Are you decent?"

Marcello quickly runs and hides in the bathroom shower, unable to bring Sophia out of her hypnotic state before Christine enters. Christine sees Sophia sitting in her chair, with a serene, blank look on her face.

"Mrs. L, are you ok? I just came up to bring you your lunch..."

"I'm fine darling," Sophia says, almost robot-like

"Well where shall I set it? Here on the table? You know Dr. L is real sorry that he hasn't taken you to Greece yet like he promised to. He had me make your favorite- pasta primavera!"

"How could you do this to me? What have you done? I feel....so weak....why are you..."

"What the heck are you talkin about? You love pasta primavera and it's cooked perfectly..."

"He's MY husband! He loves ME! You can do whatever you like, say whatever you want, but nothing is going to change that...."

"What? I don't have designs on Dr. L! He'd never have me anyway! He loves you!"

"Get the hell out of here! Get out and leave me and my family alone, you BITCH!"

"Well I NEVER! I was just trying to bring you lunch- I'm not interested in stealing your man....I mean, I like bigger, burly guys. No offense, Mrs. L, but Dr. L's kind of a wimp..."

"Get the hell out of here and LEAVE ME ALONE!"

"Ok, ok, I'm goin, geesh! You don't gotta yell..."

Christine exits the room and is caught off guard when she bumps into Ashton in the hallway.

"Oh, Mr. Lavery, what are you doing here?"

"I was just checking out my old bedroom, Christine, I was curious to see what father had done with it."

"Oh, well isn't that nice? Well, come along, we best be getting downstairs...."

"In a minute, Christine. There's something else I wanted to see up here...."

She stands there staring at him, not moving. "You can run along, Christine. I lived here all my life you know, I know my way around...."

"But- I"

"Please, just go. My wife is probably starving right now and father is not pleased that his lunch hasn't been delivered at its usual time. You know how he gets...."

Christine obliges and heads downstairs. Once the coast is clear, Ashton goes to the door and creeks it open just a bit. He's shocked to see Sophia sitting in her chair, looking almost hypnotized.

"Sophia?" he says to himself, "Just what the hell is he up to now?"

THE END.....for today