An old friend of Caroline from Peshtigo drops in, but does Caroline have feelings for him? After the death of an artist, Richard is given the opportunity to replace him at an exhibition, as long as he makes his paintings more depressing.

Caroline accepts Richards marriage proposal. However, they have very different ideas about how the wedding will go. Richard drops a bombshell when he reveals that he has a son from his brief marriage to Julia. They decide to go to Italy.