Annie pays off Amy's debt to Mrs. Moreau, and tells Moreau that she wants a potion of her own. Meanwhile, a defiant Amy tells Olivia she's not leaving town, and Olivia snaps just as Sean walks in. Sean demands to know what's going on, but Olivia realizes it is in her best interest not to tell him. Olivia warns Amy that she will destroy her. On Jude's phone, Cole tells Caitlin good-bye and that he fears someone has set him up and he has to go underground and disappear until he figures out who is after him. Caitlin confronts Olivia about possibly setting up Cole. At Moreau's, Annie tells Moreau that she wants a potion that will completely discredit Olivia. Moreau thinks she has just the thing to do it. Sean At the same time, Olivia gets Amy alone and lays into her saying when Amy least expects it she will destroy her. Meanwhile, Meg still frets over Ben's odd behavior and Sara gets the feeling from Casey that maybe what they had isn't quite over. At the same time, after accusing Derek of not being Ben, Carmen faints. Maria goes to her side and Derek is reluctant to help. Later at the hospital, Derek and Tess both fret over Carmen's statement and Carmen regains consciousness and wants to see Maria, who invites Derek to join her.