Billy forces Spencer and Frausto to have a boys' night out in order to get over their differences. Olivia makes cookies since Layla is coming over to visit. Olivia encourages Laura to talk to Grace about work. Spencer encourages Grace to meet with Laura. Carrie crashes Olivia's get-together with Layla. Billy and Carter drink together. Carrie shoots down all Olivia's plans. Layla begs Olivia for understanding. The boozing pair go for a weight-room challeng, which Billy wins. Asher and Jordan play Spencer and Frausto in pool. Grace and Laura try to sneak out of a bar before Denise sees them but get caught. Denise bullies them into doing shots. Spencer and Frausto are still sniping as they keep losing. Carter mentioned how Billy's mother was his favorite teacher and was why he went into education. Jordan and Asher point out that Spencer was just like Frausto when he first came to Beverly. Spencer convinces Frausto to try again. Denise explains that she took in her sister's two daughters when she died. Carrie tells Olivia her friendship with Layla is borderline toxic. Carrie and Olivia agree to get through the evening for Layla's sake. Carter plays piano to accompany BIlly on "Ain't Too Proud to Beg." Spencer and Frausto win their money back. Then Carter punches Billy. Carrie decides to take off. Beverly and Crenshaw play William Tell as a tiebreaker. Asher ducks while Spencer stays calm. Billy encourages Carter to ask out Grace and handles the text for him. Laura can't admit that her relationship with Billy is over. Olivia questions how well Layla knows Carrie and Layla gets defensive. Layla leaves to check on Carrie. Grace accepts a date with Carter. Grace passes out on the couch in front of Spencer. Laura sneaks Billy into the family home.