Lacey's fashion show collection is a hit, and she gets a huge order from Sebastian; now, she must worry about how to find financing to manufacture her line. Cody's brush with the limelight has made him a pain to deal with, especially for a stressed-out, overworked Stephanie. Vanessa starts her new career as a TV star. And Nicole, a waitress at the local eatery, becomes the focus of a bet between designer Giovanna and talent agent Richard.

Giovanna gives Nicole a makeover and introduces her to Hugh, her former protege, but it is Nicole's friend, Taylor, who helps her get over her shyness and learn to love attention. Giovanna rekindles an old flame. Lacey wants to manufacture her line in the U.S. while Marilyn continues to try to find her financing. Cormac is jealous of Marilyn's divided attention. After a sensuous night, Lacey suggests that Jason move in with her. Maddy wants Russ to be more assertive.

Giovanna leans about Lacey's contract with Sebastian and vows to get even. She starts a charm offensive with Lacey, inviting her to lunch and offering to become Lacey's mentor. Jason and Lacey take things to the next level. Stephanie is hurt by Cody's growing narcissism and takes a step back. On set, Hugh and Vanessa compete for the attention of a sexy guest star. Richard likes Nicole's new style.

Giovanna pays Lacey's studio a visit, and suggests that they become partners. Vanessa continues her passionate tryst with Rena "off set." Stephanie finally crumbles under all the business and personal pressure and makes a big decision. Giovanna wants Richard to sign Cody as a model for her - exclusively. Hugh and Nicole go out on a date.

Vanessa overhears Jason and Lacey making love which later sparks an interesting conversation with Lacey. Lacey makes Jason an offer he shouldn't refuse. Nicole and Cody meet a joint photo shoot and sparks do not fly. Maddy is frustrated with Russ's lack of ambition. Lacey may have found a manufacturer for her line. Roommates Vanessa, Lacey and Jason, make a change in their living arrangements.

Things are awkward for Jason, Lacey and Vanessa on the morning after. Lacey confesses her threesome to Marilyn, who thinks she is crazy. Marilyn has an offer to write for the Times but is worried about Cormac's reaction. Nicole and Richard spend a day together which leads to a fun night. Cody and Joanne, who has been hired as Stephanie's replacement, resume an old affair. Jason and Lacey stumble upon Vanessa and Rena making love in the loft.

Lacey and Vanessa have a little fun with a sleeping Jason. After an argument with Cormac, Marilyn finds solace in the arms of painter, Daniel, her former lover. Joanne joins Lacey and Jeffrey in the lingerie business. Lacey declines Giovanna's offer. Russ finds new love with an old "one-nighter" flame, Nina.

Giovanna seduces Phillip in order to sabotage the launch of Lacey's line by misdirecting the delivery of Lacey's line for the next day's debut. She also pairs Cody and Nicole for a shoot, which means they must find a way to get along. Jason accepts an assignment from his ex-wife, Tracy, which makes Lacey jealous. Cody and Nicole have dinner together and end up in bed.

Tracy tells Jason she got the go-ahead for his book, which precipitates a jealous argument between Jason and Lacey. Phillip confronts Giovanna about the misplaced shipment. Sebastian cancels Lacey's contract. Nicole and Cody regain their angry spark thanks to sexual jealousy. Lacey makes amends for her own outburst by greeting Jason in a candle-lit bedroom when he gets home.

Vanessa's popularity eclipses Hugh's, and it looks as though he will be written out of the show. Marilyn decides to get herself back into gear so she can help Lacey. Nicole overhears Giovanna plotting to use her to spy on Lacey. Sebastian learns about Giovanna's sabotage. Lacey, Jason and Vanessa have a private celebration.

Russ is elated when Nina suggests a threesome. Giovanna and Richard throw a wrench into Cody helping finance Lacey's line. Jason wants to preview his photos at Lacey's spring show. Lacey has an exotic surprise for Jason and Vanessa.

Nicole makes a confession which may end things with Cody. Tracy causes trouble during a sexy photo shoot for Jason's new book. Lacey asks someone special to help with the show. Marilyn and Cormac work together to bring down Giovanna. Nicole wants out of her contract but may lose everything in the process. Giovanna and Richard have a private photo session.

Tensions are high in the minutes before Lacey's new show. Jeffrey has to draft Russ's girlfriend Nina when a model sprains an ankle. Lacey fears that Jason is getting back together with Tracy. Marilyn's expose' hits the newsstands. Nicole seeks Cody's forgiveness. Jason has something important to say to Lacey.