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.

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!

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.