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.