When Teri quits Models Inc. after hitting her end with Hillary, a drinking spree at a party leads to a tragic fall off of a high rise. Though the tragedy is originally ruled a suicide, evidence that her death may have been murder is presented. Hillary, Brian and Carrie are all named as suspects. Meanwhile, Sarah moves into the beach house with the other models.
At Teri's funeral, a fight breaks out. Meanwhile, Hillary tells David to stay away from Sarah; Carrie learns where her son is; and Linda is blackmailed with a porn video.
Sarah, still coping with her former abusive relationship, is unable to let David into her life. Depressed, David goes drinking and ends up having sex with Julie. Meanwhile, Hillary sleeps with Lt. Soto, which makes the murder investigation increasingly complex; Carrie meets her son; and Eric continues to blackmail Linda.
Brian begins to have a crush on Sarah and is upset that she is with David. However, Sarah and David's relationship is put to the test when David suddenly proposes to her which causes Julie to tell Sarah about her affair with David. Meanwhile, Carrie and Paul become close during a photo shoot in Mexico.
A new model, Cynthia Nichols, joins the agency. Linda moves into the beach house after dumping Eric. Meanwhile, Julie is able to break Sarah and David apart; Carrie continues to try to get close to Paul and Kyle; Brian becomes the main murder suspect, but Stephanie provides an alibi for him; and later, Hillary is arrested for Teri's murder.
With Hillary and David away, Julie takes control of Models Inc. Her first order of business is reassigning Sarah's shoots to Linda. Meanwhile, Linda begins seeing Chris White.
When Hillary is released from prison, she and Julie work together to help David get his health back. Meanwhile, Brian is arrested; Linda's new relationship with Chris progresses; and Carrie tells Hillary the truth about Kyle.
Brian is released from jail, but Sarah refuses to be in the same room as him. Carrie finally tells the truth about Kyle to Paul. Meanwhile, the real murderer is revealed after Sarah is locked in a house with them.
A new woman, Monique Duran, joins the agency and Hillary is delighted by her arrival. Meanwhile, Hillary and Lt. Soto call it quits; Sarah breaks up with Brian and begins drinking shortly after; and Eric gets into debt with dangerous men.
When Eric tells Linda to be careful around Chris, she ends up finding a newspaper article about Chris' past arrest for rape and murder. Julie and Monique continue to clash; Hillary tries to break up David and Julie; and Carrie begins to fall apart after her talk with Paul.
David and Julie hatch a plan to launch their own modeling agency and try to lure in Monique, Cynthia and Linda, but do not offer a job to Sarah. Carrie considers having plastic surgery in order to jump-start her career.
Monique continues to pursue a relationship with Adam, but is thrown off when he tells her he is not ready for a relationship because of memories he has of his late wife. Meanwhile, Carrie finds herself back at the agency as Hillary's assistant.
Chris and Linda become engaged, but when Eric shows up trying to win Linda back, she reconsiders. When Chris threatens Eric, he and Linda get into a fight that results in Chris falling down the stairs. Thinking Chris is dead, Eric helps Linda cover up the accident.
Doctors are able to save Chris, but Chris tells police investigators that Eric attacked him and is to blame for his nearly fatal injuries. Linda tries to get Chris to drop the charges, which breaks apart their relationship.
Cynthia is finally able to identify her stalker -- former boyfriend Frank Thompson. Brian continues to keep an eye on Cynthia and throws a party to try to cheer her up. Monique and Adam's relationship is put on hold as the anniversary of Adam's wife's death nears.
Cynthia goes to court to request a restraining order against Frank, but her request is denied. Brian takes matters into his own hands by attacking Frank and then filing for another restraining order, which is accepted. Craig tells Julie his true feelings; Eric's record deal falls through; and Sarah rethinks Mark's decision.
Brian tries to provoke a fight with Frank in order to get him arrested, but the plan backfires when Frank kidnaps Cynthia.
Brian tries to rescue Cynthia from Frank, but ends up kidnapped as well. Monique and Adam's wedding is put on hold when Adam's wife, who is thought to have been dead, shows up.
Adam's wife's shocking reappearance creates large friction between Adam and Monique. Julie learns Craig is an author and is basing his next book on Models Inc. Cynthia has trouble coping with her rape and killing Frank.
Grayson tries to break up Monique and Adam; Sarah's alcoholism puts a strain on her relationship with Hillary; Cynthia goes to therapy to cope with her rape; and Julie learns that Craig is extremely wealthy.
Adam learns why Grayson faked her suicide; Julie goes on vacation with Craig; Cynthia tries to get out of therapy; and Sarah's personality change wears on the other models.
Grayson refuses to sell her shares in the company; Hillary hits rock bottom, but winds up in a hotel room with Eric; Grayson purchases Models Inc.; Cynthia continues to binge and purge as a way to deal with her trauma.
Grayson takes over Models Inc., much to the chagrin of Hillary; Sarah learns she's pregnant; Cynthia collapses during a photo shoot; and Eric starts a relationship with Joan.
Sarah fails to tell Mark she's pregnant; Julie tries to develop Craig's novel into a movie, with herself in the lead role; Brian tries to get Cynthia to seek help; and Adam and Eric come across a two-year-old boy at Grayson's house.
Sarah suffers a tragedy with her unborn baby; Adam refuses to believe Grayson's son is his and Monique switches the paternity results to show that he is not the father; and Cynthia continues to refuse to get help.
Songs: Patty Smyth
-- Sometimes Love Just Ain't Enough (feat Don Henley)
Grayson enlists Daniel's help to get Adam back in her life; and Julie's sister, Anna, arrives.
Grayson reports Adam to the police for an unauthorized visit with Daniel; Anna joins the agency and tries to come between Julie and Craig; and Hillary warns Sarah about Ben.
Grayson blackmails the judge in her custody hearing with Adam; Brian lets Anna stay with him; Sarah's alcoholism puts her career in danger; and Ben tries to get Sarah to work as a stripper.
It's Adam and Monique's wedding day and Grayson shows up at the wedding. Meanwhile, Cynthia tries to get back with Brian; Sarah's father arrives in town; and Carrie finds out the truth behind Grayson's ownership of the agency.