The Los Angeles Gay & Lesbian Center dance marathon is on; someone is moving to the Big Apple; rumors fly fast around the dance floor that Alice and Tasha may be in couple trouble; The HIT!’s Sunset Blvd makes a shocking revelation to Kit; and there’s a no-show at the bus station.

Bette and Tina talk about expanding their family and beginning a new life but the plan could be ruined when Bette bumps into an old friend with dangerous potential; Alice and Tasha ponder their compatibility as they seek counseling; an old flame appears, sending Helena reeling; and Max is faced with an extraordinary situation.

The negative of “Lez Girls” goes missing; Shane’s incessant apologizing to Jenny finally gets noticed; Alice’s feelings are hurt when Jenny denounces her desire to write a screenplay; Phyllis lets Bette in on a suppressed secret; and it’s opening night at Kit and Helena’s new club, HIT!

Shane and Jenny are still melting over each other; Bette and Tina go to Nevada to meet a potential birth mother; Max is trying to deal with being pregnant; Alice and Tasha play matchmaker; and Kelly Wentworth may have what Bette needs.

Jenny writes another script that sells; Bette and Kelly go into business; Alice and Tasha have a third-wheel crush; the girls plot a sting operation to test Dylan; and, Jenny encroaches more on Shane.

Jenny throws a baby shower for Max; Bette and Tina hit a roadblock in the adoption process; Bette goes solo to her gallery’s opening night celebration leading Kelly to go in for the kill; Shane is feeling boxed in by Jenny; and Alice starts to feel like three is a crowd.

After the events in Canada, Bette is on the run from authorities with her daughter. Shane reverts back to her old habits but gets a surprise from her father's wife. Meanwhile, Helena tries to get used to living without her mother's money, Max attends a support group, and Kit has trouble with her pregnancy.

The production of Lez Girls starts and Jenny runs into unexpected difficulties. When Adele impresses her on location scouting, Jenny treats her to a makeover. Dawn and Cindi try their best to sabotage Kit's business. Phyllis' daughter Molly catches Shane's eye. Meanwhile, Tina and Bette rekindle their passion.

Niki's antics off and on set cause nightmares for her agent as well as the production team. Alice learns that in order to land the high-profile talk show gig, she needs to out people on live TV. Bette takes Phyllis' daughter Molly to visit the movie set. She's beyond bored until Shane takes her to SheBar to see lesbian oil wrestling. Meanwhile, Tasha meets the visiting prosecutor who's about to go against her in the trial.

Niki's multi-million dollar action movie opens, but allegations about her sexuality lead Tina and her manager to suggest she take a date -- a male date -- to the premiere. Jenny is banned from the theater causing Adele to take the reins for the evening. Shane and Molly continue to play mind games with each other. Jodi throws a dinner party to some couples, and Bette is devastated to learn Tina and her date are also invited. Meanwhile, Tasha goes on trial and Alice delivers a shocking statement.

Jenny gets jealous on the set when a love scene between Niki and her on-screen boyfriend looks too realistic. Dawn Denbo invites the girls to a mafia-themed night to settle the dispute between The Planet and SheBar. Meanwhile, Bette and Tina decide to go see a couples counselor when they're interrupted by a rolling blackout due to a heat wave.

The girls attend the Subaru Pink Ride to support breast cancer research. Tina is furious for Niki blowing her cover with Jenny but Adele assures her the two won't be seen together publicly. Meeting old friends prompts Tasha to ponder her long-term plans in life. A campfire game of "I never" turns into a discussion on cheating -- with devastating results.

After the revelation at the Pink Ride, Jodi vows to fight for Bette. Tasha and Alice look for a house together, and at work, Alice meets a New Zealander fashion designer. Adele finally reveals her master plan: to take over the movie. Finally, Dawn Denbo and lover Cindi deliver a blow that pushes Kit over the edge.

The two Peabody ladies return to L.A. and Helena makes a tempting offer to lover Cindi. While Tasha has trouble fitting in in her new job, Alice has a fun day out with fashion designer Clea Mason. Bette gives a speech in honor of Jodi at the opening of her latest exhibition, but she is shocked by Jodi's new media installation. Phyllis demands Shane not to ruin her daughter's future. Finally, at the wrap-up party for Lez Girls, Jenny thanks the girls for their loyalty and friendship but is about to get a nasty surprise.

Shane tries to deal with her betrayal to Jenny as they both attempt to figure out their feelings for one another. Shane awkwardly tries to apologize to Jenny, who responds by threatening to evict Shane from her house. Meanwhile, Bette and Tina get worried when Angelica comes down with a fever which gradually gets worse. Alice and Tasha cannot decide whether to break up or stay together since their different views on life strain their romance to the breaking point. Elsewhere, Helena and Kit celebrate after taking over SheBar nightclub and formally rename the place, 'HIT!'

Alice meets Papi, a girl who lights up on The Chart even more than Shane. Jenny is interviewed by a gay writer. Bette's new boss has some surprising news for her. After Helena's departure, a new guy takes the reins at the studio as Tina's new boss. Meanwhile, Max goes out on a date with a straight girl.

The girls spend a day at the horse tracks where Catherine and Helena risk it all. Max takes Grace home to meet his estranged family. Bette hosts a dinner party but her obsession over every detail gets on Jodi's nerves. Meanwhile, Jenny and Tina agree on a director, Kate Arden, who quickly becomes interested in Tina.

Following the events of the season finale, Helena is imprisoned and no one can get a hold of her mother. Jenny finds a rich investor and schemes her way to directing Lez Girls the movie. Shane is about to sign a lease on a house with Paige. The Planet hosts a coming-out party for Phyllis, where Alice and Shane attempt to hook Tina up with someone who isn't Bette. Meanwhile, Bette is waiting for Jodi to come back home from New York.

Jodi brings Bette to meet and hang out with her friends but Bette has a hard time letting go of control. Shane decides to give up on sex and instead pours her energy in exercising. Tasha faces new allegations. Meanwhile, Helena finally gets comfortable in prison but things are about to change when her mother turns up.

Tina and Jenny squabble over casting the lead role in Lez Girls. An incident at Alice's place triggers a change in Captain Beech's view on Tasha's defense. Being celibate takes its toll on Shane and she reaches a breaking point. Alice encourages Tasha to go with her to a "Secret Love" party for closeted gays and lesbians. Meanwhile, the rest of the gang attends the opening of the city's hottest new lesbian club, SheBar.

Jenny throws a party for the girls to get to meet their movie counterparts -- with mixed results. Shane stirs up drama between Dawn and Cindi, which escalates into bitter rivalry between The Planet and SheBar. Meanwhile, Alice is stunned by a basketball star's gay-bashing on national TV.

While Tina and Helena attend a documentary screening, Bette leaves for Washington D.C. to speak at a Senate hearing and meets with Senator Barbara Grisham. Attempting to provide for both herself and Moira, Jenny puts her dreams of becoming a writer on hold and starts waitressing at The Planet. Jenny and Moira are also invited to a party hosted by Billie Blaikie where Moira meets like-minded people. Meanwhile, Carmen has to decide whether to give up Shane's opening party in exchange for a once-in-a-lifetime opportunity to DJ at an exclusive VIP party, and Dana plays at a tennis tournament and declares her love for Lara in front of TV cameras.

A surprise guest shows up at a sad event as Bette gets stunning news about her job. Tina goes into a surprisingly difficult labor, Jenny finally reaches breaking point over her painful childhood memory, Alice struggles with her jealousy, and Peggy Peabody lays down the laws with her daughter, Helena.

Tina throws a cocktail party to get her gay and straight friends to know each other better. Penniless Helena is looking for a job. Shane takes care of her little brother, Angus' band is on the verge of a breakthrough, and at the art college, Bette's teaching assistant is having feelings for her. Meanwhile, Phyllis attends a ladies-only Texan night at The Planet.

Bette meets the new resident artist, Jodi, but a controversial arts project in her class upsets a potential donor for the college. Papi challenges Alice and the girls to a basketball game. Max reveals a secret to his girlfriend. Jenny schemes her way into meeting Stacey Merkin's girlfriend. Meanwhile, Shane is struggling to scrape up money for a hospital bill.