Tim makes a narrow escape from Derek, only to run into him again as Derek impersonates a police officer. Tim's sunk. Annie manages to get a snip of Olivia's hair but Olivia wakes at that moment and Annie's nearly caught. Caitlin and Olivia start to argue, and Annie escapes. Unfortunately for her, Mrs. Moreau refuses to make the potion just now, because the stars are not in alignment. Caitlin's given the bad news by Jude: Cole just can't be found. Caitlin knows Olivia has to be behind it all. Michael's special "ballroom under the stars" is nearly busted by the arrival of Sunset Beach's Finest, but Casey buys Michael some time. Then, one by one, others in Sunset Beach arrive at the park, drawn in by the magical romance of it all. Annie dances with Jude. Meg imagines herself back with Ben. And at the end of it all, a butler brings a jeweler's box out to Michael on a velvet pillow. In front of everyone, Michael gets down on one knee and asks Vanessa: will she marry him?