After their mother gets a new job, the Carlin family moves from small town Ohio to the big city of Los Angeles, California. Siblings Spencer, Glenn and adopted African American Clay must adjust to a new school, friends, and problems and must try and survive in a place where everyone else is also trying to find their identity.

"Friends, Lovers, Brothers, and Others" was the technical second but chronological third episode of South of Nowhere that aired on November 11, 2005 on the teen drama channel, The-N.

Ashley is not too impressed with Spencer's new gal pal. Meanwhile, Clay finds common ground with someone he least expected and Madison puts Glen and Aiden in a possibly dangerous situation.

Ashley makes a video involving revelations of people's first time having sex. As Clay's first date with Chelsea nears, he is forced to face a lot of unwanted attention and even advice as everyone finds out he is still a virgin. Meanwhile, Ashley decides to get back at Madison and Sherry for spreading rumors about her.

Spencer and Ashley sneak out of the school while its under lockdown. While sneaking out, Spencer reveals her feelings towards girls, and Ashley tries to help but it hurts Spencer in the process.

Spencer and Ashley have a friendly competition for Aiden’s affection, which gets a little out of hand. Clay and Sean have a night from hell as they are on their way back from the movies. When two dead bodies come into the ER, Paula and Arthur are forced to deal with the harsh realities of living in Los Angeles.

Ashley makes a new friend named Josie, only to learn that Spencer doesn't approve. Clay's term paper makes him struggle with his identity, and Glen and Aiden arrange a wild poker.

Ashley and Madison have another clash in the girl’s locker room. In a little tussle, Madison discovers Ashley’s cell phone that has fallen out of her bag and the mischief begins. A basketball scout from a major University is interested in recruiting Glen and tries to persuade his decision with some expensive gifts. At home, Arthur finds a suspicious email. The Carlin family experiences their first California earthquake, which shakes the foundation of their friendships and marriage.

Spencer accepts a date with Aiden, which ends up confusing her even more. Clay faces trouble while searcing for his birth mother, while Paula and Arthur try couple's counseling as a way to deal with their issues.

After nursing Ashley through a rough night, Ashley and Spencer are closer than ever. Meanwhile, Clay borrows Sean’s car and heads to Arizona for a personal mission and Glen is on a rollercoaster of his own, with some great news from a college recruiter… followed by an event that may change his life forever.

Moments after the drive-by shooting at the King High prom, ambulances rush the victims to the ER--and everyone realizes that nothing will be the same again. As Spencer and Ashley rechart their existence in the aftermath, their relationship might not be strong enough to take the strain.

When Ashley and Kyla get their inheritance from their father’s estate, Ashley thinks the money will give her the opportunity to get away with Spencer. However, when Aiden decides he wants a second chance with Ashley, it throws a major dent in her plans. Later, when Spencer finds out that Ashley and Aiden spent the night together, she decides to end her relationship with Ashley. Meanwhile, Glen tries to think of a way to get out of serving in the Army.

A documentary about the prom shooting airs. Spencer & Ashley are over (for now) but could there be something between Kyla & Ashley?

Spencer becomes closer to Carmen. Ashley and Aiden's relationship suffers.

Spencer has moved on with a relationship with Carmen, but Ashley wants her friend back; Madison wants to get into a club and hopes Ashley will help her do it; and Aiden just wants someone to help him before he falls apart.

Spencer and Carmen's relationship is done, just as Aiden and Madison are just getting started. Meanwhile, Ashley is visited by a friend from New York who has big plans for her future, and Chelsea has plans for the baby, but she might not have much say in the end.

Jake's working hard to make Kyla the new It girl, but when she finds out that Ashley's poised to out-It her, It hits the fan. Aiden's there to see it splatter, and realizes that he might be splattering along with it. Meanwhile, Spencer discovers that guys have a hard time distinguishing being with her from being with her.

Spencer goes to Pride and she wants someone to come and show pride with her.

"Spashley" is back, and this time Ashley's the one looking for commitment. Glen gets fired by Jake because he wasn't there for Kyla when the photographer cornered her from the night before. Glen comes home to find Arthur "son-ing" Aiden, who is also dating the new girl, Sasha Miller. Meanwhile, Jake decides to scam Ashley and make Kyla's voice on the cd fake, seeing as how she can't sing.

Spencer's grandmother comes to visit for her special day. Spencer has a hard time telling her grandmother about her newfound sexuality. Meanwhile, Spencer gets to know Lily's girlfriend, Jonica. Kyla and Ashley are asked to sing on national televison, they embarrass themseleves live, all thanks to Kyla and her fake voice. Meanwhile, Glen becomes hurt when he witness Aiden spending quality time with his father.

After being completely embarassed on national television, Kyla tries to get back into Ashley's good graces by being honest with her. Meanwhile, Ashley feels as if she is being pushed aside by Spencer.

Spencer is having fun hanging out with Lily's hipster crowd, which includes spending time with Jonica. Meanwhile, the budding relationship between Aiden and Sasha faces a challenge and Glen begins to having feelings for another.

Glen finally discovers true love, but quickly has problems dealing with his new feelings.

Spencer must make decisions about college and her future with Ashley.

Spencer and Chelsea both share some news.