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.

Spencer wakes up with Ashley and they talk about what happened the night before. Ashley and Spencer go out to dinner with Ashley's father and afterwards find out he died, and at his wake Ashley find out she has a half-sister.

Spencer wakes up with Ashley and they talk about what happened the night before. Ashley and Spencer go out to dinner with Ashley's father and afterwards find out he died, and at his wake Ashley find out she has a half-sister.

Ashley has only had Kyla as a sister for a few weeks, and she's already sick of her. Things get ugly between the two, and a VH1 special about their dad makes the situation even worse. Plus, fact that Aiden is crushing on Kyla isn't helping much either.

Spencer gets caught in the middle of homosexuality intolerance at school, and at home. Meanwhile, there's something going on between Aiden and a girl he met at the gym.

Clay's life is ripped in two by his past and his future.

Arthur and Paula are out for the weekend, so Glen thinks it's the perfect time to have a party right? Think again. He got put into jail for buying drugs. Now, after finding out she's pregnant, Chelsea really doesn't know what to do. Clay's trying to be supportive, but Chelsea's just pushing him away until she figures out what to do. In the meantime, Spencer thinks it's finally time to tell her parents that she's in love with Ashley, but will they approve?

Mrs. Carlin walks in on Ashley and Spencer making out, and completely freaks out. Will the truth about Spencer destroy the Carlin family?

Spencer & Ashley won't let Paula keep them apart. So they're out on the road! But will it have a happy end? Elsewhere another Carlin family member's secret is out.

As the Carlin family try to reconnect they try out Paint ball in an effort to get their feelings out. But as Spencer grows closer to her family, Ashley feels she and Spencer are just moving apart.

As happy as Spencer and Ashley are together, Spence suspects that Ash was happier when she and Aiden were a thing.

Aiden's under pressure from Madison, Kyla, Ashley and Spencer over friendship and relationship issues. It seems that in order to make one of them happy, he has to break another one's heart.

Aiden has trouble coming to terms with his feelings for Ashley. Especially since he is now dating her half sister again. As Aiden tries to make Ashley realize that they were meant to be, Spencer watches as her heart breaks.

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?