Tired of Hillary's influence, Teri decides to quit Models Inc. and negotiate her own contracts. During an agency party, a drunken Teri plunges off a high-rise building to her death. It is initially believed to be a suicide, but soon ruled a murder. The suspects include Hillary, because of her anger about the financial losses she will suffer due to Teri's departure; Brian, whose advances she spurned; and Carrie, whom Teri taunted about her spiraling career and the child she gave up for adoption. Sarah moves out of Jo Reynolds' apartment and into the agency's beach house with the other models. She teases her friends Jake and Jo about their confused relationship before heading on her way. David immediately takes a special interest in Sarah, sparking jealousy in Julie. Sarah tries to win over Julie by helping her expose a photographer who promised career advances in exchange for sex. Julie goes on a drinking binge during a New York audition and loses the gig to Sarah. She accuses Sarah of

A scuffle erupts at Teri's funeral. Hillary angers David by ordering him away from Sarah; she considers their relationship unprofessional. Hillary tries to put the moves on Lt. Soto, who is heading up the investigation of Teri's murder. She insists that her attraction to him has nothing to do with the fact that she is the prime suspect. Carrie learns her son's whereabouts and makes a ""business proposition"" to his adopted father. Julie acquires a bad reputation following the incident in New York. Eric blackmails Linda with a porn video she once appeared in.

Sarah, still haunted by memories of an abusive relationship, pushes David away. He gets drunk and sleeps with Julie, who is stung when he calls their night together a mistake. Hillary and Lt. Soto consummate their relationship, complicating the murder investigation. Carrie meets her son, Kyle. Eric uses Linda to help him make connections in the music business. He continues to hold the illicit tape over her head.

Brian becomes attracted to Sarah and objects to her relationship with David. Sarah again backs away from David, who tries to prove himself with a sudden proposal. Julie breaks up their quickie wedding and reveals that David slept with her. Carrie and Paul grow closer during a photo shoot in Cabo San Lucas. Eric receives an offer from a record company, but expects Linda to finance him.

Cynthia Nichols, a confident African-American model, joins the agency. When Eric demands more money from Linda, she turns him down and finally dumps him. She moves into the beach house. Julie succeeds in keeping Sarah and David apart. Paul's wife orders Carrie to keep away from her family, but Carrie continues to move in on Paul and Kyle. Suspicion in the murder case falls on Brian because of his obsession with Teri. Stephanie, the agency's receptionist, provides him with an alibi. She is crushed when Brian ignores her to pursue Sarah. Hillary is jailed for the crime, while the real killer executes a violent attack on David.

With Hillary and David out of commission, Julie seizes control of the agency. She reassigns one of Sarah's jobs to Linda. Linda is concerned after Marcia Carson launches into a tirade about Carrie. Kyle objects to Carrie's interference with his parents' marriage. Linda tries to move on with her life; she begins seeing Chris White, the handsome heir to a soap company. Brian seeks a relationship with Sarah, but cannot get over his feelings for Teri. Stephanie offers to finance Eric's demo tape. He later pays a visit to a loan shark.

Hillary is released from jail. She and Julie try to nurse David back to health. David resolves to separate Brian and Sarah. Sarah experiences doubts about Brian following startling revelations about his past. Brian is arrested for suspicion of murder. Linda's relationship with Chris deepens, despite Eric's hold over her. Carrie tells Hillary the truth about her connection to Kyle.

Brian is released, but a spooked Sarah decides to keep her distance. Hillary gets her hands on the tapes of Linda. She threatens to destroy Eric's music career unless he stays out of Linda's life forever. Carrie finally tells Paul that she is Kyle's biological mother. Paul explodes with anger and ends their relationship. Sarah is trapped in a house with the murderer during a power outage. Stephanie killed Teri in a jealous rage because of her fixation on Brian, and plans to do the same to Sarah. Brian and David help save Sarah and subdue Stephanie, who is taken into custody. Although David had expressed frustration at Julie's attempts to play nursemaid, he seems surprisingly conciliatory as she sees him home from the hospital. A woman who is a dead ringer for Teri appears in Hillary's office and expresses an interest in joining the agency.

Hillary is thrilled by the arrival of Monique Duran, a woman with Teri's looks but not her nasty attitude. The already-fragile Carrie cannot handle living and working with a constant reminder of her sister. Hillary dumps the smitten Lt. Soto. Sarah hits the bottle after Brian tells her that things cannot work between them. Linda moves into Chris's mansion. Eric seeks her help when he has difficulty paying off a debt to some dangerous individuals.

Eric warns Linda that Chris has a dark side. Linda snoops in the house and discovers newspaper clippings discussing Chris's arrest on rape and murder charges. Chris holds Eric at gunpoint when he trespasses at the mansion. He later proclaims his innocence to Linda and points out that he was acquitted of all charges. Julie refuses to warm to Monique, whom she views as more competition. Hillary schemes to break up David and Julie, and presents Julie with a lucrative long-term job offer--in Europe. David, fed up with his mother's meddling, quits the agency. Monique is instantly attracted to Adam Louder, owner of the dance club Stage 99. Carrie's mental health continues to go downhill after a talk with Paul.

David and Julie plan to start their own agency. They try to steal away Monique, Linda and Cynthia, but snub Sarah. Hillary uses the threat of legal action to bring the models back into the fold. David decides to leave the country and set up his own agency in Europe. Sarah's downward spiral continues, as she finds herself behind bars. Carrie considers plastic surgery in the hopes of revitalizing her career. Chris's father offers Linda an exclusive contract to become the spokesmodel for his company. Hoping to turn his life around and prove himself to Linda, Eric takes a bartending job at Stage 99. Monique is intrigued by a dinner invitation from Adam, but disappointed to learn that he just wants to hire her as an escort for social functions. He explains that he does not date.

Monique pressures Adam to explain his aversion to relationships. He reveals that he is still haunted by memories of his late wife, Grayson. Linda begins to feel like a possession after signing on with the Whites' company. Sarah tries to learn the identity of the man who saved her from the wreckage after a car accident. Carrie returns to the agency--as Hillary's assistant.

Linda accepts a marriage proposal from Chris. Eric shows up at the house and serenades Linda in the hopes of changing her mind. Chris becomes furious and threatens Eric. He gets into a scuffle with Linda and falls down the stairs. Linda fears that Chris is dead, and Eric tries to help her cover up the incident. Adam agrees to move on with his life and date Monique. Julie bets her charming neighbor, Craig Bodi, that she can claim Adam for herself. Carrie impersonates Hillary and sleeps with potential new clients. Cynthia receives threatening phone calls and letters. Sarah is shocked to discover that Mark is a priest.

Chris survives his injuries, but lies to the police by claiming that Eric attacked him. Linda pleads with him to drop the charges, and their relationship comes to an end. Brian tries desperately to protect Cynthia after her stalker makes an appearance. Mark violates his vows by sleeping with Sarah, but later regrets it. Julie convinces Craig to pose as her boyfriend after a warning from Monique. She continues to chase after Adam, with little success. Hillary forgives Carrie, although she still has good reason to doubt her mental competence.

Cynthia identifies her stalker as a former boyfriend, Frank Thompson. Brian continues to watch over Cynthia, and throws a Halloween party at his loft to cheer her up. After the party, Brian and Cynthia give in to their growing attraction. Adam drifts away from Monique as the anniversary of Grayson's death approaches. Julie hopes to take advantage of the friction between the couple. Mark leaves the priesthood to start a new life with Sarah. Hillary realizes the extent of Carrie's problems and tricks her into seeking psychiatric help.

Cynthia tries to file a restraining order against Frank, who continues to gawk at her from an apartment across the street from the loft. Her request is denied, as there is not enough evidence of wrongdoing. Brian becomes fed up and attacks Frank, who then gets a restraining order against him. Brian implores Cynthia not to leave town. After Adam makes it clear that he is not interested in Julie, Craig urges her to give up on him. Craig and Julie admit their feelings for each other. Adam tries to convince Monique that he wants to move forward with their relationship. Carrie's psychiatrist seduces her, and then makes a play for Hillary. When Carrie confronts Heller, he claims that she is delusional and has her committed. Eric's record deal falls apart when the company experiences financial problems. He doesn't tell Linda because he no longer wishes to be a burden. Sarah has second thoughts about Mark's decision.

Brian devises a way to fight back against Frank, as he hopes to either discourage him or provoke a reaction that will lead to his arrest. Brian and Cynthia have sex in front of the window, enraging Frank and forcing him to look away. Frank seems to have given up, but ambushes Cynthia while Brian is away. He kidnaps her at knifepoint. Adam is questioned about drug sales at Stage 99 following an overdose. Monique investigates based on information she overheard in the restroom, but gets too close to the truth. A man holds a gun to Monique's head, and then shoots at Adam when he tries to intervene. Adam's best friend Ben conveniently comes to the rescue. Shaken by the thought of losing Monique, Adam pops the question. Eric works as a male prostitute to help pay his bills. Carrie faces a panel that will determine whether she is sane. Desperate to expose Heller, she asks Sarah to pose as a patient and record him making unwanted advances. Julie finds out that Craig may not be as poor as he wa

Brian attempts to rescue Cynthia, and ends up in Frank's clutches. He is bound and gagged, and can only watch helplessly as Frank rapes Cynthia. Cynthia later gets free and kills Frank in self-defense. Monique and Adam's wedding plans come to a halt when his wife Grayson, who had been presumed dead, suddenly resurfaces. Carrie tries to convince Heller to release her from the institution. Eric adds to his clientele.

Grayson's stunning return creates problems for Adam and Monique. Julie learns that Craig is actually a famous author; she discovers that he is working on a novel based on the occurrences at Models Inc. She is furious--particularly at his comments about her earlier behavior--but Craig pacifies her when he shows her a section in which he speaks of his love for her. Carrie faces a transfer to an out-of-town institution and possible lifetime commitment. Hillary exposes Heller's actions and springs Carrie. Cynthia has difficulty dealing with the rape, and shuts out Brian.

Grayson schemes to split up Monique and Adam. She convinces Adam that she is too weak to care for herself, so he allows her to move in. When Adam spends time with Monique, Grayson overdoses on tranquilizers in an apparent suicide attempt. Sarah's constant drinking leaves her on the outs with Hillary, but she lucks into a major assignment. Cynthia agrees to enter group therapy to deal with her emotional trauma. Now that Julie is aware of Craig's extensive wealth, he decides to pull out all the stops to keep her happy.

Adam realizes that Grayson faked her suicide attempt to win his sympathy; she purposely took a far less than lethal dose. Adam files for divorce, but Grayson refuses to surrender her shares in Stage 99. Julie ruins a romantic Hawaiian vacation with Craig when she ignores him to make business connections. He dumps her. Cynthia insists that she is no longer tormented by the rape, and decides to drop group therapy. She becomes obsessed with her physical appearance and secretly begins binging and purging. Sarah, no longer a sweet farm girl, turns into an egomaniac and gets on everybody's nerves.

Adam makes Grayson a substantial buy-out offer, but she refuses to withdraw from the club unless he spends the night with her. Adam refuses all romantic overtures and makes it clear that he views the sex as a business transaction. Grayson becomes offended and decides to sell her shares. Hillary desperately tries to obtain financing to keep the agency in business. At the same time, she is plagued by loneliness. She tries to make a play for her ex-husband Jack. A friend gives Hillary a referral for a prostitute, and she finds herself in a hotel room with Eric! They laugh hysterically as they consider how far they have sunk. Grayson uses her new windfall to buy Models Inc. from Hillary. Craig's best-selling novel creates negative publicity for the agency. Sarah appears on a talk show to defend herself, and trashes everyone else (especially Julie). Julie gets revenge by messing with Sarah's shampoo and causing her hair to turn green. Cynthia's battle with bulimia continues to go undetected

Grayson assumes day-to-day control of Models Inc., with Hillary falling into a secondary role. Grayson sets out to destroy Monique. She also opts to cut costs by selling the beach house and evicting the models. Julie convinces Craig to buy the house. She turns down a new admirer in order to reconcile with Craig. Sarah shows her support for Mark by attending his first Mass. She is stunned to learn that she is pregnant. Brian's concern for Cynthia grows after she faints during a photo shoot. He discovers her junk food stash and realizes that she is bulimic. Eric becomes a kept man as he enters a relationship with a wealthy client, Hillary's married friend Joan.

Sarah balks at telling Mark about her pregnancy. She finally shares the truth, and he must make a choice about his future. Julie wishes to turn Craig's novel into a television movie, intending to cast herself as the lead. She approaches a female writer about working on the teleplay, and the two become friends. Brian pleads with Cynthia to seek help; she denies having a problem. She passes out in the hot tub, and Craig and Julie fish her out and call an ambulance. Grayson drops hints to Adam about a secret that could end his engagement. He pays Eric to investigate, as he no longer trusts Ben. Adam and Eric find a two-year-old boy living at Grayson's house.

Linda and Carrie pester Sarah about her decision regarding the baby, arguing opposite sides of the issue. Sarah decides to have an abortion. She gets hit by a speeding car in a parking lot and suffers a miscarriage. Adam refuses to believe that he is the father of Grayson's son, Daniel. He demands a paternity test. Monique discovers that Adam is the father; she switches the results in a panic. Monique later reveals the truth, as she believes that Adam has the right to know his child. Julie learns that her new friend was once engaged to Craig. She and Craig had agreed to meet at a certain airport gate if their relationship had a future, but he did not show up. Julie learns that Craig went to the wrong gate. She decides to give Craig a chance to right this wrong. She asks him to meet her on the beach if he wants to stay with her; otherwise, she will assume that he went back to his ex. Julie is heartbroken when Craig doesn't show, but she returns to the beach house and finds that he went

Grayson tries to use Daniel to lure Adam back into her life. Adam ignores her gestures and makes plans to live with Monique and Daniel. Monique isn't sure that she is ready for motherhood. Julie's manipulative stepsister Anna arrives from Australia. Julie hates Anna for affecting her relationship with her father, and is not receptive to her attempts to make peace. Grayson starts a call girl ring to bring money into the agency, recruiting hookers to pose as models. She encourages Carrie to earn some extra cash by participating in the venture. Grayson assigns Ben to watch over Sarah. He lets her drink a lot and supplies her with drugs.

Grayson, stung by Adam's latest rejection of her, shows up at his house with the police to interrupt what she claims is an unauthorized visit with Daniel. Adam vows to fight her for custody, and the two agree to arbitration. Anna joins the agency, much to Julie's chagrin. Anna vows to get out of her stepsister's shadow. She tries to come between Julie and Craig, kissing him in the hot tub. Craig turns her down and realizes that Julie has every reason to detest Anna. Hillary warns Sarah to stay away from Ben, to no avail.

Grayson blackmails the judge in order to obtain sole custody of her son. Carrie recognizes the man as one of her clients, and threatens to expose him unless he reverses his decision. Adam wins custody of Daniel. Brian gives Anna a place to stay after Julie throws her out of the beach house. Cynthia is devastated when Brian tells her that her problems have made her unattractive. Joan's husband warns Eric to break up with her; if she stays with him, she will stand to lose one million dollars. Sarah's boozing and drug use put her career in jeopardy, and later endanger her health when Ben tries to get her work at a strip club.

Grayson finagles an invitation to Adam and Monique's wedding by arranging for the dresses to be featured in a magazine photo shoot. Cynthia wants to reconcile with Brian, but catches him in a compromising position with Anna. Anna tries to get herself included in the wedding party. Julie and Cynthia ""encourage"" her to back off by slamming her against a wall and pushing her down some stairs as the girls pose for a photograph. Sarah's father comes to town and sees through her efforts to hide her wild behavior. He attacks Ben and orders him to stay away from his daughter. Mr. Owens helps Sarah get into treatment for her addiction. Carrie tells Hillary that Grayson has been using the agency as a front for a prostitution ring. Grayson vows to gain revenge on Carrie for blowing the whistle. One of the other hookers approaches Carrie with a black eye and asks her to participate in a sting operation. However, the woman is not injured, and is actually helping Grayson plan an ambush. Carrie's cli