Phil teaches Dennis a lesson by taking him to the Arches for the day and the two eventually bond but there is a dark cloud on the horizon. Elsewhere, Rainie panics as Max learns the truth about her actions the day before, and admits she has feelings for him. Also tonight, Keanu is surprised when a flirtatious Hayley tells him she is pregnant, Jack tries to make it up with Mel, and Ted finds another note from Joyce.