Jake fears that Kelly will be hurt if they continue their relationship. He sets up a fake date with a friend and rubs it in Kelly's face to trick her into breaking up with him. Jane is depressed when Michael must work instead of spending a romantic evening with her. Jane loses her wedding ring during a girls' night out with Rhonda. Billy completes his first screenplay, but Alison is decidedly less than impressed.

Alison's roommate leaves in the middle of the night and sticks her with the rent. The goofy Billy Campbell approaches her and asks about the vacancy, but she turns him down. Faced with eviction, she finally takes him up on his offer. Alison accidentally dents the car door of a vice president at the ad agency that employs her, D&D. She accepts a date with him, but Billy has to come to the rescue when the man tries to force his way into the apartment. Jake attempts a relationship with Kelly Taylor, a teenager whose house he had helped remodel. They are constantly faced with obstacles due to their age difference. Rhonda is pursued by one of her aerobics students, but learns that his interest is anything but romantic.

Alison undergoes successful surgery, and Billy agrees to care for her when she returns home from the hospital. They both become frightened by how much they have come to care about each other. Jake and Jo observe that the necklace Billy plans to give Alison for Christmas is more than a ""friendship"" present. Billy disagrees, but decides not to give Alison the gift after she makes him agree to a ""no presents"" pact (because she is short on cash). Alison fears that she has hurt Billy's feelings. She later apologizes, and he gives her the necklace. They admit that they have become confused by their feelings. Jo and Jake try to overcome their unhappy memories of Christmas. He is excited about making a fresh start, but she remains cynical and wants to ignore the holiday. She also tries to push Jake away, but they end up having a hot make-out session. Michael is depressed when he and Kimberly cannot save a young gunshot victim, but his spirits are revived after delivering a baby for t

Billy gets a job as a cab driver. He makes a connection with a passenger, and they quickly begin dating. Alison is put off by the speed of the couple's courtship, and grows tired of Marcy's constant presence in the apartment. Billy, Michael and Jane all accuse her of jealousy, but she denies it. Billy soon has second thoughts about his relationship when Marcy tells his friends intimate details about their sex life, and quickly declares her love for him. Billy tries to avoid her, but Jake advises him to confront Marcy to break things off in person. Jake is arrested following a scuffle at the unemployment office, and is less than grateful when Kelly bails him out. Jane worries about the status of her marriage when Michael is unable to recall the specific moment he fell in love with her.

Alison is befriended by a guy from the mail room, who quickly asks her out. He reveals that his father is the vice president of a sunscreen company with which D&D is doing business. She makes a suggestion for the campaign, and is enraged when Rick steals the idea and pitches it to Lucy, her boss. Alison tells Lucy what happened, but she is afraid to do anything because of possible repercussions from Rick's father. Lucy gives Alison the chance to work on the campaign, and Alison develops a new ruthless attitude that she later comes to regret. After failing miserably in his new job at a coffee shop, Jake agrees to help his ex-girlfriend Peri with the sale of a fraudulent painting. He backs out of the deal after catching Peri using drugs, and later lands a job as a mechanic. Matt questions Rhonda's character after she reneges on a promise to help with a dinner at the halfway house.

Jane learns that she is pregnant, but doesn't tell Michael because he hadn't seemed thrilled by the prospect of having kids. She tries to get an abortion secretly, but changes her mind. Michael is furious at Jane for keeping him in the dark, until the joy over their child brings them back together. Billy is given a column in the neighborhood newspaper. He can't come up with a topic because his life is boring. Hoping to alleviate this problem, he convinces Jake and Matt to go bungee-jumping with him. After he is unable to go through with the jump, Billy writes a column about ""wimping out.""

Jake asks Alison to help him study for his G.E.D., but requests that she keep the matter a secret. The building is filled with gossip after Alison is seen sneaking out of Jake's apartment after an all-night study session. Billy and Sandy become jealous. Jake and Alison share a kiss, but decide to just remain friends. When Rhonda meets up with an old friend from her dancing days, she is haunted by memories of the injury she faked to avoid an audition. After Rhonda learns that a spot has opened in her friend's dance troupe, she is determined to redeem herself. She nails the audition, but decides that she's happy with her current life.

Billy is depressed when the Melrose Times folds. He asks Alison to accompany him on a visit to his parents' house, then pleads with her to pose as his girlfriend. Billy tries to convince his parents that he is on the verge of becoming a successful writer, but is roped into helping run his father's furniture store because of a deal the two once made. He quits in a huff after his father questions his sales techniques, and later asks his dad to let him live his own life. Sandy gets a swelled head after landing a part in a horror movie, and ends up moving out. She comes down to earth after the director tries to insert nudity into one of her scenes. Michael injures himself at the apartment. He and Jane discuss their excitement and anxiety about the upcoming birth of their baby.

While Sandy is hat-shopping with Rhonda, a cute guy named Paul sees her through the store window. He quickly asks her out, and she accepts. However, she soon realizes that there is no spark between them and tries to let him down gently. Paul can't seem to take the hint, and keeps showing up and trying to win her heart. Sandy becomes very uncomfortable, but her friends feel that Paul is a nice guy who deserves a chance. However, he soon begins calling her in the middle of the night. Jake promises to protect Sandy, and they discuss their dysfunctional relationship as they spend time together. Paul breaks into Sandy's apartment and covers her bedroom with flowers. Jake tracks him down and roughs him up, and winds up behind bars. Sandy angrily confronts Paul and convinces him to drop the charges and leave her alone. Meanwhile, Alison looks to replace her clunker car, ""Betsy."" However, she has a hard time letting go of her first car because of all the memories it holds.

Billy helps a woman whose car has broken down along the side of her road. He gives her a ride to a gas station. When she doesn't have the money to pay him, she gives him some passes to a club where she is performing stand-up comedy for an Open Mic night. They get along very well, but Billy soon learns that she has an eight-year-old son. The boy initially rejects Billy, but they soon begin to bond. Billy loses Alison's trust by lying to her so that she will loan him the money Dawn needs for car repairs to make it to her first professional stand-up gig. The relationship falls apart when Billy gets into a confrontation with Dawn's useless ex-husband. Jake and Sandy try to rebuild their relationship, agreeing to go on a ""platonic"" date. Things quickly get out of hand, leaving Sandy enraged and the two not on speaking terms.

During his surprise birthday party, Jake receives an unexpected visit from his mother. Her constant drinking and carousing creates friction in their already-strained relationship. Although Sandy suggests that he be more understanding, Jake throws his mother out. He is too hurt by her mistakes of the past to have her in his present life. He later goes to see her off and wish her well. Billy is the victim of a car-jacking after dropping off a passenger in South Central, and begins to display signs of racial prejudice. Rhonda is furious. She talks with Matt and says that her reaction is partially the result of disappointment in herself; she has become so intent on living her life color blind that she has turned her back on her culture. Billy and Jake conduct a stake-out that leads to the arrest of the culprit. Rhonda takes Billy back to South Central to educate him about the area's people. Jane and Michael quarrel after he behaves insensitively during a parenting class. She believes

During a routine appointment, Jane learns that her baby has died. Michael is reluctant to express his emotions about the loss, and quarrels with colleague Kimberly Shaw when she tries to convince him to show his feelings. He later apologizes, and the two flirt rather obviously. The Mancinis' friends give them a dog to help take their mind off of losing the baby, but Jane loses the dog at the beach. Michael lashes out at her and admits that he fears she may have lost the baby because she initially considered an abortion. He later apologizes for not being more supportive throughout the pregnancy. They find the dog, but let a lonely old woman keep it. Meanwhile, Alison is enraged after finding Billy fooling around with one of her bras while doing the laundry. She claims their friendship is over, but later explains the reason for her anger.

After a chance meeting in the street, Alison becomes romantically involved with environmentalist Keith Gray. She is stunned to learn that he is married, but finds it difficult to break off the relationship after he vows to leave his wife for her. Billy is saddled with bad credit because he has yet to pay off a college loan that he didn't even need. Jane is determined to work off the weight from her pregnancy. She realizes that she is trying too hard to forget the miscarriage.

Alison continues to see Keith, despite the misgivings of her friends and the fact that her erratic behavior has put her job in jeopardy. Billy confronts Keith about his treatment of Alison. Matt is the victim of an attack outside a nightclub. When an officer from the hate crimes unit comes to the halfway house, Matt's supervisor is stunned to learn that Matt is gay. He quickly devises a reason to fire him. Jake and Rhonda convince Matt to seek legal recourse. A customer at Shooters asks Sandy to audition for a soap opera. She wins the role and moves to New York.

Keith stays with Alison while his estranged wife, Lily, is in town for the weekend. Alison is wracked with guilt after Lily confronts her in a dream, and recalls the despair her mother suffered following her father's affair. After bailing out of a camping trip, Alison drives to Keith's house to catch a glimpse of Lily. She realizes that she can't continue the affair. Matt's parents refuse to support his lawsuit because they fear it would damage their reputation. He finds a lawyer who will work for free, provided that he let her use the case to publicize the issue of anti-gay discrimination. Rhonda's ""efficient"" new roommate turns out to be completely anal-retentive.

A mysterious aspiring photographer named Jo Reynolds moves into the building. She responds coldly to the other residents' attempts to make nice, although she develops an instant attraction to Jake. She strikes up a friendship with Alison when they take out their romantic frustration on a washing machine. Jo explains that she left New York to escape from her marriage. The women continue to bond, and hustle some guys in a pool game at Shooters. Jo flirts shamelessly with Jake after he comes up to her apartment in a towel to remind her about the hot water shortage. Michael and Jane begin spending time with a respected pediatrician and his wife. Jane suspects that the woman is being abused, but Michael doesn't believe it because her husband is so good with his patients. Jane is certain that something is wrong, and pleads with Liz to seek help. Liz goes to the Mancinis after being beaten, and decides to leave Scott. Michael plans to report Scott to their boss, but convinces him to do

Billy tries to hit on Jo, but gets nowhere. Jake tries the exact same line, and Jo agrees to go for a motorcycle ride with him. Jo asks Jake to drop her off--claiming to have a job interview--but instead goes to a pawn shop to sell a bracelet. She cannot sell it because she has no photo ID. She is annoyed to find that Jake has been following her, but asks him to sell the bracelet on her behalf. The jeweler believes it might be stolen because it has the inscription ""To Beth."" Jo refuses to discuss the inscription, and orders Jake to stay out of her business. She later takes Jake's motorcycle without permission (causing him to get a ticket for allowing an unlicensed driver to use his vehicle). She apologizes and flirts with him, and they go out to dinner. Jake gets into a fight outside a bar with a man who recognizes Jo as someone named Beth. Jo runs off and refuses to explain herself. Jake pleads with her to confide in him, stressing that he really cares about her and thinks

Jake is visited by an old girlfriend, Colleen, who stuns him with the news that he is the father of her four-and-a-half-year-old son. She asks Jake to waive his parental rights so that her husband can adopt the boy. Jake is furious that Colleen failed to tell him the truth, and considers starting a custody battle. He believes that caring for a son could give him the direction he is lacking in his life. Jake becomes angry because Jo believes it might be best to let the boy stay with a stable family. Jake ultimately decides that it is in David's best interests to stay with Colleen and her husband, and signs away the rights. Jo secretly takes a photo of Jake with his son as a memento. Alison learns that she needs surgery to remove a benign tumor from her uterus. If she doesn't have the surgery, she may not be able to have children. However, she has no way to pay for the operation because she has no insurance. Billy becomes very frustrated with the ever-present bureaucracy at ever

Jane receives a surprise visit from her sister Sydney, who has dropped out of college. Jane keeps the news from their parents, but is annoyed when Syd hangs around her workplace. Kay eventually hires Sydney as her assistant. Billy agrees to set up Alison with one of his friends, as she needs a date to the advertisers' ball. He scuttles the whole thing due to jealousy, and agrees to be Alison's date to make it up to her. Jake buys a new motorcycle and tries to convince Jo to take his old bike. She hesitates because she fears becoming indebted to a man. Jake tries to prove himself by taking up one of Jo's interests, poetry. He tells her that he has gained a lot from knowing her, and that he only wants to see her happy. Jo is disturbed when she is repeatedly contacted by her husband, whom Jake later finds snooping around the mailboxes. Rhonda is furious when Terrence doesn't defend her honor to his snobbish friends, but he later proposes marriage.

Sydney continues to get on Jane's nerves. Jane tells Michael that she is going to kick Sydney out of the apartment, but Michael has already asked Syd to take Jane out and get her to a surprise birthday party. He convinces Jane to go out with Sydney and think things over. This proves to be a disaster, as they get into an argument. Jane accuses Syd of trying to steal her life, and Sydney lets her storm out instead of taking her to the party. Michael has to spoil the surprise to get Jane to the event. Jane orders Sydney to move out, and the two talk about their long-standing differences. Jake reluctantly tells Jo about his meeting with her husband, Charles. Jo decides to contact Charles. Jake feels helpless when Jo begins seeing Charles, who seems to be a changed man. Jake later admits his strong feelings for Jo and shares his frustation about standing on the sidelines. Charles shows his ugly side after drinking, and grants Jo a divorce. Jo thanks Jake for his patience, and he

Alison is promoted to junior account executive and works with art director Amanda Woodward on an underwear account. Alison flirts with the handsome tennis star who is modeling for the account. She decides not to pursue him because she fears it could affect her career. Jo is hired as photographer, but jeopardizes the account with her ""alternative"" photos. Alison gets into hot water when she takes a risk and shows the client Jo's photos, even though they had already expressed approval about the more traditional shots. Jo upsets Jake and Alison by going to dinner with Rex. She later apologizes to Jake and admits that she has strong feelings for him. Billy doesn't hit it off with a blind date arranged by Michael, but is attracted to Amanda. An overwhelmed Rhonda breaks her engagement after Terrence tries to buy them a house in the suburbs.

Amanda, Billy and Alison spend the weekend at a lakeside cabin. Alison is concerned by Billy and Amanda's obvious attraction. She asks Billy not to date Amanda, as a break-up could hurt Alison's career. They decide to see each other behind her back, but Amanda later comes clean. Alison becomes angry with Billy for sharing her concerns with Amanda. She grows lonely and tries unsuccessfully to call Keith. Jake and Jo have a romantic evening and consummate their relationship. After spending the weekend together, they avoid one another because they are worried about the direction of the relationship. They agree to just relax and take things as they come. Matt is caught in the middle of Rhonda and Terrence's romantic problems. The couple gets back together, but decides to take it slow.

Alison remains irritated about Billy's relationship with Amanda. Amanda suggests that Alison might have feelings for Billy, and recommends that the two discuss their relationship. Alison begins to consider this possibility, and Billy agrees to meet with her. Someone sends flowers to Alison at work and asks her to meet him at Shooters that night. She assumes that the flowers are from Billy (creating problems for Billy and Amanda), but is instead approached by a newly divorced Keith. She agrees to give their relationship another try, so long as they take things slowly. Alison and Keith have a disastrous dinner with Billy and Amanda. Billy goes home with Amanda and sleeps with her. Jo's husband offers her a $50,000 divorce settlement, but she wants to turn it down because of her pride. Jake feels that this is a foolish decision from someone who doesn't know what it's like to be poor. Jake loses his job when the repair shop goes out of business. He believes that he could take ov

Billy backs out of plans with Alison to have dinner with Amanda and her father. Amanda's father declares that Billy is a worthless bum. Keith loans Alison his sports car, but she has it stolen at gunpoint. He comforts her when Billy isn't home to hear her tearful messages. Billy feels guilty about not being there for Alison. Amanda suspects that Billy is in love with Alison. He tries to disprove this by moving in with Amanda. Keith and Alison renew their relationship. She asks him to move in with her, but he later receives an unexpected job offer. Keith asks Alison to move to Seattle with him. Jake objects to ""silent partner"" Jo's attempts to help with the business. Jo takes Alison to the shooting range to try to help her overcome her fears about the carjacking, but Alison is horrified by the fact that Jo owns a gun. Jo mentions this to Jake, who is equally appalled. Jo promises to get rid of her gun. Jake apologizes for being stubborn and asks Jo to be his full partner and do

Billy and Amanda bicker constantly after he moves in with her. Alison quits her job and decides to move to Seattle with Keith. Billy confronts Amanda after she insults Alison at her farewell party. Amanda sarcastically wonders if Billy would rather be with Alison. Billy breaks up with Amanda and moves out. He drives Alison and Keith to the airport, but then pleads with Alison to stay in Los Angeles. She tells him that it is too late to change her mind, and leaves. Michael's college friend Sam makes a pass at Jane after they have dinner together. Michael is livid when Sam--not Jane--is the one to tell him about the incident. Kimberly offers to ""comfort"" him.