Carly knocks on the other penthouse door, but doesn't wait for an invitation to barge in. Looking around for her friend, and not seeing her, she calls out, "Brenda? Where are you?"

"In the kitchen," she hears.

Going into the kitchen, she finds Brenda slouched over the counter, eating a bowl of cereal. She barely looks up at the intrusion, staring unseeingly into her bowl. Opening the refrigerator, Carly pulls out a bottle of water, then turns and leans against the opposite counter studying her friend. In the week since Sonny had gone to the island, the brunette has been in a funk, moping around the apartment in a depressed state. Carly understands, only imagining how she'd feel if it was Jason.

Sonny had told Brenda everything the night Carly saved him, and though she had practically begged to go with him, he had made her stay in Port Charles. It was clear he was dealing not only with his emotional distress, but with the shame from it as well. It made Brenda feel like he was keeping her at arm's length, a distance that is creating a listlessness in her.

Concerned, Carly asks her friend, "Have you heard from Sonny?"

Finally making eye contact, Brenda answers, "Yes, he… I guess he's doing better. I don't really get much out of him, but he sounds tired, like the whole ordeal is just…" she covers her face, and begins crying in earnest.

Carly goes to her, pulling her into a hug. "Jason says the doctor is happy with Sonny's progress. He seems to think he's getting better." When her friend continues sobbing, Carly begins crying as well. "Tell me what I can do to help you. You want to get drunk and crazy, I'll sit with you and trash talk anyone you want. Property destruction, I'm in. What do you need?"

Brenda gives Carly a watery smile, "Let's go somewhere. I have to get out of this apartment, or I'm going to lose my mind. Everywhere I look, all I see is Sonny."

Bumping her shoulder, she agrees, "I'm in. Where are we going?"

Brenda tilts her head, considering for a moment, then her face brightens as she proposes, "Shopping for the baby. I need some retail therapy, and nothing makes me happier than all those adorable little baby clothes and toys."

"Done." Carly tells her with a grin, "You know we aren't really going to be able to get too much, I won't know for a couple weeks whether it's a boy or a girl."

"Who cares?" Brenda answers dismissively. "We'll find gender neutral clothes and just window shop. I just… I have to get out of here."

Carly gives her a hug, "Get dressed. I'll be ready in fifteen minutes."

Hugging her back tightly, desperate for the comfort, Brenda tells her, "Thank you! Again. I'm not sure I will ever be able to thank you enough. For saving Sonny… saving me."

Pulling back from the hug, Carly gives the same uncomfortable shrug she gives every time Brenda has thanked her. "What are friends for?"

This finally pulls a real smile out of Brenda, one that reaches her eyes. "You're a good friend." Then, with excitement, she urges Carly, "Let's get moving. I'm ready for a little bit of freedom."

Three hours later, Brenda leads Carly into Kelly's. Both women are weighed down with shopping bags, even though the guards had been putting their bags into the car to keep their load light. There had been a battle over Carly carrying any bags, with her friend being overly protective. The pregnant blonde had only had a partial victory since Brenda only let her friend carry the lightest bags.

Finding a table, Carly collapses in a chair, wishing she could rub her feet. Brenda was no joke as a shopper, going in and out of store after store. However, the brunette had been sufficiently distracted, smiling and having fun, so Carly feels like it's worth the exhaustion.

Brenda puts down her bags, and turning to her friend, informs her, "I need to use the restroom. Wait here, and I'll get us some menus when I get back."

Carly nods, distracted when Bobbie comes out of the kitchen with her Aunt Ruby. The two women are talking and laughing, unaware of the scrutiny they're under. Brenda has already left when she's able to drag her eyes away from her mother. Instead, she finds her eyes landing on AJ, who's walking up to her table. With an inward groan, she averts her eyes, hoping he'll take the hint. No such luck, as he sits down in one of the empty seats. Johnny, who is following her today, lets out a menacing growl at the potential threat. AJ's eyes jump to the guard, surprised, before putting up his hands in surrender. "Watch it there, Jason's guard dog. I come in peace. I just wanted to check in with my sister in law, make sure she and my niece or nephew are doing okay."

Carly tilts her head, her eyes narrowing at him, "Watch it, AJ. My husband has valid concerns about our safety around you, so Johnny's just doing his job. And we are fine. You can leave now."

He looks at her with calculation, his eyebrows raised, "Wow, you're cold. I'm surprised. I thought we were friends. I know my brother has… issues with me..."

"You mean since you nearly killed him?" She asks sarcastically.

He continues as though she hadn't spoken, "…but I thought we were cool. I thought you better than anyone would understand and not judge me for a mistake I made in the past. I am just trying to be a better person, someone who can grow beyond his past."

She tilts her head, studying him. She can understand why he thinks that strategy will move her, but you can't play a player. He's working an angle to get something, though she doesn't have the slightest idea what. "AJ, what do you want?"

Brenda comes up behind them, "Excuse me. You're in my seat, AJ. And I second that question, what do you want?"

Standing up, he tries to appear gallant by holding her chair and pushing it in for her when she sits. "What have you lovely ladies been up to today? Getting a little shopping done? Are my brother and Sonny joining you? Or are they leaving two beautiful women to brave it without them?"

Brenda rolls her eyes, "Not that it's any of your business, but Sonny is currently out of town on business." This was the cover story that both Sonny and Jason had drilled into them. The safety of everyone in the organization, including the two women loved by the mobsters, depends on the other families not getting wind of Sonny's absence being anything more than their pretense. With a snide voice that puts extra emphasis on the word brother, she berates, "My girl, your brother's wife, and I are shopping for her and your brother's baby. So, unless you have any other inappropriate questions or desire to hit on two very unavailable women, we'd like to eat in peace."

Carly gives her a grin, wishing she could reach across the table and hug her. Her face gets frosty as it turns back towards Jason's brother. "AJ, we aren't friends. For good reason, my husband is uncomfortable with you being around me and the baby. And I respect my husband's feelings on the matter. So, I'd like you to leave, and I'd like you to stay away from me in the future."

With a judgmental sneer, he goads her, "You're going to let your husband make decisions for you? I thought you were stronger than that."

Fuming, Carly's eyes are suddenly blazing. "That's your problem. You have no loyalty. You honestly think it's okay to hit on your brother's wife." Through gritted teeth, she asserts, "I love my husband. I care about his feelings. Since the only person you care about is yourself, you may not understand the concept. But no matter what is screwed up in that tiny little brain of yours, you are going to stay away from me. If you don't, I'm sure Johnny wouldn't mind explaining it to you in a way you'd understand."

"Johnny doesn't need to, I am happy to do it myself, " Jason barks from behind Carly, having slipped in while his wife was giving his brother hell. As always, he's proud of her and the loyalty she unfailingly shows him.

Carly smiles at her husband's voice, but freezes when she turns around and sees her mother, Virginia, standing beside him. She stands up suddenly, knocking back her chair with her mouth hanging open, her brain going blank as she studies her mother. She's wearing one of her church dresses, with her hair down in a style sculpted by a hairdresser, obviously wanting to look her best. But, life has been hard on her mother, the stress and back breaking work taking a toll on her body, and no amount of makeup or hair styling will hide that fact. She feels panic begin taking over quickly after the initial shock wears off. Her adoptive mother is within feet of her birth mother. It makes her feel like the walls are closing in on her.

"Mama? What are you doing here? I didn't know you were coming." She asks, fear ringing in her voice.

"Look at you." Virginia Benson says in an emotional voice, stepping forward and wrapping her arms around her daughter. With tears in her eyes, she says, "Look at my baby having a baby. When Sarah from church showed me your wedding announcement that her grandson found on some computer thingy, I couldn't believe it. You looked so beautiful and elegant in your wedding picture, I had Benny print it out and put it in a frame. And not only are you married, but you're having a baby. My baby is having a baby." Carly stands mute as her mother rambles on, overwhelmed. Pulling back, she smooths down her daughter's hair, patting her affectionately. With hurt in her voice, she asks, "Why didn't you tell me?"

Carly looks down in guilt. Jason, seeing her discomfort, directs the group, "Why don't we sit down." Holding a chair out for his wife's mother, he waits until she sits before pulling Carly into a hug. Quietly, so only she can hear, he whispers, "Sorry. She showed up at the penthouse, and she wanted to find you. Are you okay?"

She shakes her head, terrified her mother is about to blow up her secret. There couldn't be a worse time or place for this to be happening. Not only is Bobbie part of the audience for this reunion, but AJ had moved to another table, close enough to hear everything, and was watching avidly. Pulling back to look in her eyes, he whispers, "It'll be okay. I love you."

Leaning forward to give him a quick kiss, she pulls back and puts a smile on her face. She can sell this. Sitting down in the seat beside her mother, she forces out in an apologetic tone, "I'm sorry, Mama. I know I should have called and told you, it's just been so crazy. We found out about the baby and decided to get married so quickly. I should have told you, but it's just… it's all been such a whirlwind. Forgive me, Mama." Carly reaches out and takes her mother's hand. When she gives her daughter a forgiving smile, Carly smiles, looking over to Jason. Clasping their hands together, interlocking their fingers, she introduces, "You've clearly already met my handsome, wonderful husband, Jason, and this is my best friend Brenda."

Her mother gives them both a smile. "It's so nice to meet the people important to my daughter. Your husband has been a dear. I think you picked a good man, Caroline."

Carly tenses as she sees Bobbie's eyes jump to their table, her eyes suddenly intently focused on the blonde who stole her husband. Jason rubs Carly's back in comfort feeling her go tauter than an over stretched wire. Focusing back on her mother, she says with a forced smile, her voice quivering despite her best efforts, "I picked the best man. He takes really good care of me, Mama."

Bobbie walks up to the table, and Carly sits frozen, her eyes wide as they remain glued to her birth mother. With a calm voice that doesn't match her intense focus, the redhead asks the table, "Are you ready to order?"

Virginia looks up surprised, "Oh, I haven't even looked at the menu. Tell me, what is good here? Any recommendations?"

Bobbie smiles at her, and in a practiced voice, tells her the specials, "We make a good burger and a mean bowl of chili. If you don't mind me asking, where are you from? I don't think I've seen you around before. Might help me figure out a good recommendation."

"What a lovely idea! I'm from Florida. I'm up here visiting my daughter Caroline. She just got married and is giving me my first grandchild."

Bobbie's knuckles turn white at the effort it takes to keep up her calm front. Her eyes are stormy despite her best efforts. "I didn't realize your daughter's name was Caroline. She goes by Carly here."

Virginia turns critical eyes to her daughter, "Oh, sweetheart. I know you miss your friend, Caroline, but I thought we talked about this. Her family wouldn't…"

"Mama!" Carly yells, then more softly, "Not here, please."

"Fine, fine. I'll just sit over here and keep my mouth shut." She appeases passive aggressively.

Carly, hoping to turn everyone's attention, tells Bobbie, "I would like the tomato soup with a grilled cheese sandwich, please. Jason, are you staying to eat with us? Do you have to go back to work?"

Seeing the fear on his wife's face, he quickly agrees, telling her, "Of course I can stay." Then, in a gentle voice meant to reassure his wife, he states, "I'm not leaving." He feels Carly take a deep breath, her hand reaching out for his. Turning to Bobbie, he tells her, "I'd like the burger with fries and a chocolate milkshake. Will you get a vanilla one for Carly? Vanilla, right?" He checks with his wife. At her nod, he adds, "She's currently a fan of anything ice cream."

Brenda, seeing the diversionary tactics, jumps in when Jason finishes. "And I will have a BLT with a side salad with some balsamic vinaigrette for dressing. And an iced tea, I think. And some of your chocolate chip cookies. Bring enough for Carly and her mom too." Turning to the older woman at her side, she enthuses, "You will love them, they are the best cookies around. And, being from Florida, can I recommend the fish sandwich or the clam chowder? If you like seafood, which is pretty much a requirement of Floridians I've heard, you will love either of those."

"Aren't you sweet? Thank you, I think I'll have the fish sandwich with some fries." Turning towards her daughter, she tells her with a smile, "I'm glad you've got such a lovely friend. And your home… you've made a really good life for yourself, daughter. I'm so happy for you."

Bobbie stands at the table for a long moment, drawing Carly's eyes to hers. She finds the redhead staring at her with an indecipherable expression. They lock eyes, both with questions dancing in their gaze. With effort, Bobbie drags herself away from the table, though her eyes keep glancing back.

When Carly focuses once again on her mother, she finds her telling Jason and Brenda about her trip here. "Caroline is always sending me money, but I feel guilty spending it. This time, though, I decided, why not use my baby's gift to fly myself up to New York to see her." Putting her hand on her daughter's arm, she insists, "I want to know everything about your life now. Jason, what do you do that you're able to afford to keep my daughter living in luxury?"

Brenda answers for him, "He and my fiancé are business partners. They run a successful import, export business."

"You are so young to be so accomplished. That's very impressive. And what about you, dear? What do you do?" She asks her daughter's beautiful friend.

"I'm a model. I am the face of Deception, a cosmetics company." Brenda tells her with a smile.

"I thought I knew you from somewhere. I see you in those ads in the magazines. Every time I go get my hair done I see you in Glamour and Cosmopolitan." She turns to her daughter, "Your friends are very impressive, Caroline. You never did fit in back home. I'm so happy you found a place for yourself here."

Carly gives her mom a tremulous smile, "Thank you, Mama. I'm really happy."

"What about you, sweetheart? Are you still going to nursing school?" She asks, patting her daughter's hand.

Carly looks uncomfortable, "Uh… no, I…"

Her mother lets out a self deprecating laugh, "What am I thinking? With such a successful husband, maybe you have decided to stay home and take care of the baby. Plus I'm sure there are responsibilities to being married to someone so busy. It's a noble thing to do, keeping a home. I wish I could have…" She looks sad for a moment, then shakes it off with a smile, "But I'm so happy my baby has that opportunity."

Carly smiles at her mother as Bobbie comes back to the table with their orders. Instead of setting the tray down, she speaks directly to the older woman at the table, introducing herself, "My name is Bobbie Spencer. I didn't get yours."

As though watching a train crash in slow motion, she watches her mother answer, "Nice to meet you, Bobbie. My name is Virginia Benson."

The world seems to freeze, both Carly and Bobbie's eyes are open comically wide, one in shock, one in horror. Bobbie stutters out, "Did you… Benson?" Her eyes shoot to Carly's, "Caroline Benson?"

The tray in Bobbie's hand wobbles as she sways unsteadily before crashing to the floor. Virginia jumps up to avoid tomato soup splashing all over her. Everyone else at the table is frozen. Jason and Brenda look with concern between Carly and Bobbie. The mother and daughter are only aware of each other. Carly waits anxiously to see how her mother reacts. She wants to run away and hide from the world, but she can't get her legs to move.

Virginia finally notices the odd silence, asking, "Caroline, what's going on?" The door to the restaurant opens and Luke walks in, his eyes taking in the scene. Carly's adoptive mother widens her eyes when she sees him. "I know you. You came to my house." She looks at everyone at the table, and demands, "Someone tell me what is going on right now!"

Bobbie is the one who answers. Her voice sounds shell shocked as she admits, "Virginia, I'm your daughter's birth mother."

Virginia sits down at the table, her face equally shell shocked. The restaurant is eerily silent, everyone's eyes are on the show. There is not even the clinking of silverware against plates as everyone focuses on the scene playing out in front of them.

Bobbie finally summons up the ability to ask, "Why? God, Carly, why wreck my life?" Then, with anguish in her voice, she asks, "Why didn't you tell me who you are?"

Carly feels the eyes of everyone in the restaurant on her and a sense of shame so intense fills her that she feels like she's suffocating under it. Jason feels her shifting subtly beside him, and looks down to see the panic in her eyes, and knows she's about to bolt.

Her eyes dart around, before saying desperately, "I'm sorry. I can't. I just… I can't." Then, she's heading for the door.

She's stopped by Luke moving to block her progress. He gives her a level look, declaring, "Spencers don't run from a fight, girl."

Her eyes are full of tears that spill over as she counters brokenly, "You never claimed me as a Spencer before. Don't expect me to accept it now." She hears a sob break free from Bobbie as she declares, "I'm a Morgan now. I don't need you."

"Everybody needs family, Caroline." Her uncle argues.

Carly is on the verge of hyperventilating, clutching her chest as the panic takes over. Jason, seeing her distress, steps forward. "Let her pass, Luke. She can't handle this right now. She's not going anywhere."

The two men stare at each other with determined looks for a moment, but the sound of Carly slipping into full hyperventilation convinces Luke to let her pass. The second he's out of the way, she takes off. Jason yells for Johnny to take care of Carly's mom, and then he takes off after her.

It only takes a minute for him to catch up with her running towards the docks. He has no idea how she's able to run without the ability to pull in oxygen. The panic must be fully in control. Needing to calm her, he gently tells her, "Carly, I'm here. I've got you."

Panting, she yells out, "Leave me. You deserve someone who isn't a complete fuck up at life. Oh, God, Robin and Monica are right. Sonny was right, I just wreck everything. Get away before I hurt you too."

He crosses his arms, and tells her firmly, "I'm not leaving. Whatever happens, we figure it out together. The only way you can hurt me is if you leave me. Anything else, I can handle, we can handle."

She begins to feel faint from lack of oxygen, so Jason rushes forward putting his arm around her and leading her to one of the benches by the water. Sitting her down, he pushes her head to be resting between her knees. "Take deep breaths for me. Let's count them out: one, two, three…"

She sits up, her eyes broken, "What will it take to convince you that I'm as worthless as everyone says?"

He puts his hands on her upper arms, fighting the urge to shake her. He feels frustration bubbling up that she's still not convinced he's not going to ditch her at the first sign of trouble. His words are brusque as he declares, "No one and nothing will ever convince me that you're worthless. I see you, the truth of who you are, and I know that you're the opposite of worthless. To me, you are necessary and treasured. If I ever lose you, it will wreck me. I love you so much, more every single day. The way you were standing up for me to AJ, I was so proud of you."

She stands up, fury and shame making her words mean, "Are you stupid? Proud of the woman who wrecked her mother's marriage?"

"Yes! I know you made a mistake, and I still love you. You can make a thousand mistakes, and I will still love you. I don't lie, so when I promised you forever, I meant it." He yells at her.

The words cause her to collapse, her body curling up on itself in her misery. He catches her, and lifts her in a bridal hold. He carries her back to Harborview Towers, but heads towards the parking garage instead of inside. Carrying her to his bike, he sets her down on the seat. Brushing her hair back from her face, taking the time to pull off the hairs that have stuck to her wet cheeks, he studies her for a moment. The storm of tears has passed for the moment, leaving her with a heartbroken expression and body shaking hiccups.

Gently, he asks her, "Are you okay enough to go for a ride? The penthouse is going to make you feel like climbing the walls, but you have to promise you can hold on."

The sound of a ride suddenly feels necessary, as though if she doesn't get out of this town for a while she'll end up buried under the weight of everything. So, she nods enthusiastically, "I can hold on." She cups his face, "I promise. Get me out of this town."

He nods, giving her a hard kiss. Pulling back, he hands her a helmet. "I love you. Hop on."

She doesn't know what she did to deserve the love of this man, but she prays she never does anything to screw it up.

Back in Kelly's, Bobbie watches her daughter… her daughter… run from the diner, feeling raw, like someone had taken a sander to her heart. Carly Morgan was her daughter. Her mind spins out trying to understand. Why hadn't she just told her who she was? It's too much to process. She is in such a daze, she doesn't know how much time has passed when she's finally able to understand what's happening around her. Her eyes focus on Virginia Benson who is sitting at the table looking lost, while Brenda and Johnny attempt to soothe her. Ruby and Luke are cleaning up the mess she made when she dropped the tray, the young waitress is helping settle the other customers after all the excitement.

She sits at the table looking at the other woman frankly. Though she looks well put together, she wears the years on her face. So many times she's wondered about the people who raised her daughter, and now that she's sitting in front of her, she's not what Bobbie imagined. She had painted a picture in her head of a perfect, happy family, with a mother and father who loved and spoiled her child. She had sold herself the fantasy of her little girl growing up in the white picket dream. Clearly, she'd been wrong.

"Will you tell me about her? What was she like as a child?" Bobbie asks with a vulnerable expression.

Virginia looks at the woman who gave her her daughter. She's both grateful and jealous. As hard as she'd tried, she could never really reach the girl who was her entire world. Even as a child, she'd kept a wall up between them, always holding her mother at arms length. She knew it was in large part a longing for this woman, her real mother. However, seeing the pain in the other woman's eyes, she softens. Her eyes seem to focus inward as she remembers her little girl. Hesitantly, she tells them with a smile, "She…" she huffs out a laugh, "she was a handful from the beginning. She needed so much love, always so desperate for it, but she was also tough. There were some boys that lived near us that would pick on her, but she always held her own." She looks down at her hands, "My husband wasn't a good man. He was… abusive." With a pleading tone, she promises, "He never put his hands on her. I swear I protected her from that at least. But, he… he never wanted to be a father. He was… emotionally abusive. I tried to shield her, but…" She shakes her head, "He left when she was five, and I didn't have any education or experience, so I struggled to take care of us. I… Caroline was alone a lot; she had to take care of herself too much. I tried… I did the best I could, but…"

Bobbie reaches for the other woman's hands, reassuring her, "I'm sure you did your best. Life can hit you with unexpected and very difficult trials. It's clear you love her. I'm grateful for that."

Clasping the other woman's hands desperately, she admits, "Thank you for saying that. However I've failed her, I always loved her. And she might be impulsive, but she has a good heart. She will fight for the people she loves with a determination that's almost scary in its intensity. It's easy to focus on… on her mistakes. But my girl… our girl is a good person under all of that." She tells the other woman earnestly.

Brenda jumps in, "I can attest to that. She's been a really good friend to me."

Virginia smiles at her daughter's friend. Bobbie frowns as Luke sits down at the table, bringing Bobbie's attention to her brother. He looks as broken as she feels, his eyes begging for forgiveness that she absolutely doesn't have at the moment, especially from him. With a brittle edge to "Lucas Lorenzo Spencer, you need to get out of my sight and stay out of it until the urge to murder you disappears."

"Barbara Jean…" he cajoles.

With steam practically blowing out of her ears, she grits out, "Don't you dare! You lied to me, about something that means everything to me. You know how I feel about my child…"

"She'd just blown up your marriage!" He argues.

"So what?! It doesn't change how I feel. Is there anything that would make you love Lucky and Lulu less? Of course not because that's your child. I had a right to know. And I damn sure didn't deserve to be lied to. So, leave me alone before I say something I can't take back."

The hurt in her voice is what finally convinces him. He gives a nod, then tells her reluctantly, "Okay, I'll give you space. I'm sorry I hurt you. I was just doing what I thought was best." Then, with a sincere look, his heart in his eyes, he says, "I love you, baby sister. Whatever else, believe that."

She gives him a tight nod, and watches with troubled eyes as he walks away. Turning back to the other woman, she asks, "Can I buy you lunch? I would really like to find out more about our daughter if you don't mind."

Virginia gives the redhead a tentative smile, "I'd like that."