Adrianna tells the baby's father and her mother that she is pregnant. Meanwhile, Annie feels threatened by Ethan's friendship with Rhonda; and Silver finally opens up to Dixon.

Kelly and Silver deal with the shocking news that their mother, Jackie, 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 world is turned upside down when Adrianna reveals that she needs time alone, but turns to Teddy for attention. Jen continues to manipulate Naomi and manages to convince Naomi to lend her a large amount of cash. Jasper rescues Annie from a bad date and the two forge a bond that will be hard to break. Harry accompanies Ryan to a bar for some guy time and attempts to be his wing man.

Naomi finds out she can now access the money in her trust fund, so she decides to throw a giant birthday party where The Honey Brothers perform a few songs. Dixon, Navid and Liam decide to take Oscar out for a night on the town...... but their party ends when Ivy finds a Facebook photo of Dixon doing a body shot off a girl. Annie has an instant connection with Charlie, a guy she meets at a coffee shop, but seems more interested in exploring her relationship opportunities with Liam. Jen is forced to go on bed rest until she delivers the baby and has no choice but to allow Ryan into her life. Silver confronts Teddy about his drinking problem.