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.

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.

Lacey finds inspiration for a new lingerie line from an unlikely source. Jason tries to convince Vanessa to consider modeling. Meanwhile, Cody's loss in love leads to a win in the bedroom for Vanessa; Russ finally gets the girl and he has Lacey to thank for making it happen.

After a passionate tryst with potential investor, Ian, Marilyn discovers he may have stolen Lacey's lingerie designs. Rick and Lacey have a romantic dinner. Cody's attempt to slow things down with Stephanie have quite the opposite effect.

Lacey and Rick go away for a romantic weekend in the country just as Marilyn arranges a review of Lacey's new designs by one of New York's top fashion critics. Jeffrey, Stephanie and Marilyn scramble to put together a sexy fashion show in Lacey's absence with the only models they can find--Vanessa and a very reluctant Cody!

Lacey decides to put on a lingerie show where she'll sell last season's designs to raise money for her new line. However, she can't afford any models. Fortunately, Cody and Russ slept with enough hot babes who'd love the opportunity to model for Lacey. But how do they keep all their ex-girlfriends from killing each other?

Marilyn finds a secret investor who gives Lacey enough money to design and develop her new lingerie line. Vanessa lands an acting gig and patches up her friendship with Lacey. Russ and Maddy grow closer together while Cody and Stephanie try once more to have a relationship.

The heat between Lacey and firefighter Rick begins to be too much for Jason to handle. Meanwhile, Vanessa puts a fairytale spin on a sex escapade and Cody and Russ make a bet on the possible sexual conquest of a dreamy blonde.

Lacey discovers that Jason slept with Vanessa. Though Jason and Lacey have an open relationship, dating within their circle of friends is strictly prohibited. Lacey decides to end her romantic involvement with Jason and spend more time with Rick. But Rick isn't able to relate to her work and things grow tense.

Lacey and Rick finally give in to temptation. Marilyn mixes business and pleasure with an investor. Lacey's assistants both try to get Cody in bed. Jason finds Vanessa to be very tempting--good thing she only likes girls--or does she?

Jason must go out of town for a shoot, so Lacey gives him a special goodbye. Distant lovers Vanessa and Josie must resort to phone sex. Meanwhile, Marilyn is interested in checking out the "assets" of a potential investor and Cody's lovemaking becomes too hot to handle.

Cody and Russ each get lucky on a new dating website, onlineonenighters.com. Meanwhile, Jason has a heated photo shoot with Vanessa.

Marilyn heats things up adding more than spice to dinner with her boss and boyfriend, Cormac. Vanessa scores big at an audition but turns down an offer for coffee from the director. Lacey tells Cody she's depressed about her career and love life. He cheers her up with an idea that helps raise money for her new line.

The Season Finale ends with a hot lingerie fashion show of Lacey's new line. While glamour flashes on the runway, sexiness occurs backstage as Cody, Russ and Vanessa hook up with their girlfriends. Lacey's line is successful but she's still lonely; that is, until she discovers the identity of her secret investor.

New York lingerie designer Lacey Summers struggles to make ends meet. For extra cash she rents out her spare room to Vanessa, an aspiring actress. But when Lacey notices Vanessa eyeing her photographer boyfriend, Jason, she realizes things are bound to heat up.

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 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.