A spin-off of Melrose Place, Models Inc. follows the daily lives of the modeling agency opened by the very ambitious Hillary Michaels (Linda Gray). The models all live together in a luxurious beach house, but the close quarters often lead to face-offs between the women. The models include Julie (Kylie Travis), a woman with a mean personality; Sarah (Cassidy Rae), a naive girl from the Midwest; Linda (Teresa Hill), who has an abusive boyfriend and a scandalous past; Carrie (Carrie-Anne Moss), an older model who is trying to overcome her age; and Teri (Stephanie Romanov), Carrie's sister who's quest for success leads to tragedy.