Ryan (CHRISTIAN KANE) sits on a pier by the beach working on a song he plans to sing for his stage debut at Who's Who. While there, he meets Emily Callaghan (A.J. LANGER), who's spunky and very attractive. He invites her to stop by Who's Who, and she does -- the very next day. Rehearsing on stage, Ryan is mesmerized. Suzanne (HEIDI NOELLE LENHART) notices and is unsettled by the familiar face.
Liz (LESLI MARGHERITA) and Lili (ROSELYN SANCHEZ) convince T.J. (T.E. RUSSELL) to let them teach a dance class for inner-city children. It's a paying job, so they assume it will be "easy money." At the last minute, Lili gets an audition that conflicts with their first class and Liz is left alone with an unruly and unresponsive group of kids.
Suzanne finally has a chance to talk to Ryan in acting class the next day and she tells him she knew Emily from a class they took a year ago, when Emily asked her out. Ryan is more than surprised by this revelation and confronts Emily. She talks her way out of it but is offended and hurt by his initial reaction. Ryan assures her he would never hurt her.
Frustrated by the kids' unruliness, Liz and Lili begin to squabble. The argument turns into an impromptu dance contest between the two which ends when Liz falls. Liz and Lili apologize to their students, but to their amazement, the kids go wild with ideas of their own to express emotion through dance. They are pleased that they finally won over the kids, but feel guilty about how they did it.
Suzanne has a talk with David (WILLIAM R. MOSES) about Ryan. David says he knew Emily's old boyfriend from class and remarks to Suzanne how sad it was that he had recently died of AIDS. Shocked, Suzanne thinks Ryan should know, but is torn by whether or not to tell him. David suggests that she talk to Emily first. She does, and convinced it's the right thing to do, Emily breaks the news to Ryan. Upset at first, he tells her it doesn't change the way he feels, but Emily doesn't feel the same way. She doesn't want to hurt Ryan or herself, so she leaves.
The night of Ryan's singing debut arrives, but his heart just isn't in it. He was expecting to do a duet with Emily and his disappointment shows through to the crowd. Emily arrives at the last minute and finishes the song with him. They sing to each other as their hearts break for what could have been.