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.

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.

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.

Billy tells Amanda that he and Alison are back together. Amanda responds by removing Alison from the Microcomp account because she was romantically involved with the client. Amanda moves forward with her plans to evict Jake, but Jo refuses to testify against him. Amanda relents when she needs Jake's help with a plumbing problem. Palmer confesses his guilt to Amanda and skips town. She goes back to Jake. Jo goes to her ten-year high school reunion and runs into Reed, an old boyfriend who has just been released from prison. He later turns up at her apartment. Michael has a breakthrough at a physical therapy session, and regains the use of his legs. Sydney is busted for prostitution. Michael bails her out and agrees to keep quiet if she helps him break up Jane and Robert.

Jo faces murder charges following Reed's death. Jake is angry when Amanda refuses to help Jo because she could be implicated through her financial ties to Reed. She later has a change of heart, hiring her accomplished family attorney to represent Jo and putting up the apartment building as collateral for her bail. The charges are eventually dropped; the D.A. knew that Jo's crime was self-defense, but wanted to press her for information about Reed's associates. Alison accepts Billy's proposal. Billy tells Amanda that he wants to tell Alison about their one-night stand (but doesn't follow through), so Amanda confesses to Jake. At the engagement party, Jake decks Billy after being asked to serve as best man. Amanda explains the situation to Alison. Alison is stunned by the news, but forgives Billy. Sydney continues to charm everyone at the hospital, and even convinces the chief of staff to let Michael return to surgery. Despite his protests, Syd decides that she and Michael are getting m

Peter hires an efficiency expert named Caitlin Mills, who proves to be a headache for Amanda. Alison neglects Billy as her romance with Terry blossoms. Michael, prompted to investigate by Amanda, learns that Peter has been padding his income through a phony research project. Billy discovers that Peter and Caitlin are romantically involved. Jo hires an Englishwoman named Emily Baldwin as her son's nanny. Jo names her son Austin, and plans to move back to New York. Emily offers Jo a ride to the airport, then drives off with the baby.

Alison replaces Amanda as D&D president. Alison has a liaison with Billy in her new office, but quickly rejects him. Brooke gets an internship at D&D. Michael tries to scam the city out of a million dollars by claiming that poor road conditions caused his and Kimberly's accident. Michael ships Kimberly to Rochester for a job interview so that he can move Amanda into the beach house and watch over her. Amanda collapses and is hospitalized in serious condition. Jake learns that his mother has died. He and Jo drive to Ellensburg, Washington for the funeral. They encounter Jake's half-brother Jess, who is feeling guilty over his mother's death. He also harbors resentment toward Jake. The poverty-stricken brothers once robbed a store, but Jess took the heat. He feels that Jake abandoned him by leaving for California. Jake and Jo sleep together again, but still decide not to get back together. Jake establishes a truce with Jess.

Kimberly comes home to discover that Amanda has been staying at her house. Amanda begins to recover from her illness, and asks Brooke to help her undermine Alison. Kimberly tries to use the $100,000 settlement from the city to keep Michael away from Amanda. He accepts her offer, but later files for divorce. Kimberly overdoses on pills, and Michael doesn't try to revive her. Alison turns into a tyrant at the office and alienates Jo during a photo shoot. Alison gives Brooke a full-time job after she convinces her father to let them use his house for a shoot. Brooke reveals that she is engaged, but later comes on to Billy in a restaurant bathroom. Jess unexpectedly arrives in Los Angeles. Jake gives him a job and a place to stay. Sydney suspects that Jess is using his brother.

Jane saves Jake and Alison from the fire. Jane apologizes for her outburst, but later tries to seduce Billy to make the couple jealous. She also makes crank calls and throws a brick through Jake's window. Jake believes Billy is responsible, and assaults him when he and Samantha return from a date. Amanda is annoyed when Taylor and Kyle just happen to show up at the same Palm Springs hotel where she and Peter are spending their honeymoon. Arthur Field gives his son, Craig, a job at D&D. Billy overhears them plotting to destroy Amanda. Billy decides not to share this information after she bows to Arthur's edict and demotes him. Sydney is smitten with Kyle. When he expresses interest in one of Sam's paintings, Syd claims to be the artist's agent. Kimberly is emotionally unable to sleep with Michael. He meets an attractive woman while jogging along the beach. Matt checks into a rehab facility, where the head doctor takes interest in him.

Kimberly orders Megan to stop ""servicing"" Michael, but he refuses to stay away from her. Michael cuts off Megan's relationship with her clients. Kimberly tells Megan that she is dying, and asks her to take care of Michael. Michael asks Peter to recommend him for chief-of-staff, but Peter decides to apply for the job. Kyle forbids Taylor from seeing Peter. Alison takes a temporary assignment at D&D, much to Jake's chagrin. Jake offers to make her a partner in Shooters. Craig tries to move too quickly in his relationship with Samantha. While snooping through his father's files, he discovers that he holds a controlling interest in D&D. A disoriented Jane decides to go home to Chicago for a few days. Dan suggests that he and Matt slow down their relationship.

Kimberly's mother and Michael argue when Mrs. Shaw announces her intention to take her daughter back to Cleveland. Michael insists that Kimberly is too weak to travel. Before her departure, Kimberly convinces Megan to take her to see Michael. When her mother tries to stop her, Kimberly collapses in her arms and dies. Michael claims to feel no guilt, but later says his last goodbyes before the body is shipped home via train. Sydney is twice foiled in attempts to prove that Hilda is faking her injuries. Sydney loses all her assets, and Harry tries to convince her to help him stage accidents. Alison loses the baby, and learns that she cannot have children. She proposes to Jake. Billy clashes with Samantha's father, who manipulates his daughter into giving him money and letting him stay in the apartment. Sam reveals that it was her testimony that helped put her father behind bars after he held up a store. Craig pouts when Amanda invites Kyle along on their ""date."" Peter tries to mold Taylo

Peter is outraged when Michael makes Brett (Coop) a partner without consulting him. Peter and Brett later bond as they discuss ex-wives. Michael and Megan attend counseling, and are told to go 48 hours without lying. Taylor forces Michael to become her ""donor"" when she cannot gain access to a sperm bank. Megan learns that Brett may be connected to Kimberly. Craig tries to make peace with Billy, then discovers that Billy is trying to destroy his agency. Amanda refuses Peter's help, but receives financing from Eric.

Kyle and Taylor learn that the same company that took their Boston restaurant has bought the building that houses Kyle's and the jazz club. They investigate, but are unable to prove that Eric is responsible. Eric agrees to serve as Megan's mentor, but states that he holds no romantic interest in her. Amanda goads Eric into admitting his feelings for her, then tells him that she doesn't feel the same way. He vows to destroy her. Michael's partnership with Craig falls through. Jen sabotages the cauterizer so that all of Michael's other investors will lose interest. Brett believes that Michael is to blame when Lexi's lawyers get a hold of his financial records. Mrs. Shaw pays Brett a surprise visit. Peter is distraught to learn that Lexi plans to return to Ohio. He professes his love in the courtyard, much to Brett's surprise.

Taylor tricks Amanda into surrendering her share of the jazz club. Megan learns that Brett cared for her during the coma, while Michael focused on his career. Lexi decides to enter the interior decorating business. She is distraught when her first job (at Field/Mancini) goes by the wayside when Brett sues Michael for stealing his invention. Lexi hits something with her car while under the influence of pills. Peter discovers blood on the bumper. Craig refuses to make a commitment to Jennifer, but she decides to accept a casual relationship. Connie takes a temporary job at Amanda Woodward Advertising. Sam is called away from her honeymoon to take a business trip, and Connie tries to create friction between Billy and her.

Christine tries to back out of Nick's scam because she doesn't feel Kyle deserves such treatment. Taylor threatens her when she tries to leave town. Peter proves that he is not responsible for the death of Lexi's father, as Sterling had a pre-existing medical condition. Lexi still refuses to take him back. Brett fears that he is losing Megan to Michael. He asks Megan to move in with him. Brett learns he will inherit ten million dollars from Sterling if he remarries Lexi within a year. Billy works on a campaign for a dance studio. He tries to shake Jennifer of her romantic notions about ballroom dancing by taking her to a lesson. Samantha agonizes over the fact that Jeff is about to leave for spring training. She follows Jennifer's advice by sleeping with him. Billy dances with Jennifer after the dance studio's photo shoot, and they end up kissing.

Sam is put off when Billy begins smothering her with attention. She attends a family reunion with Jeff, and is furious to learn that his family believes they are engaged. Samantha returns home and spies Jennifer and Billy kissing. She promptly seduces Billy. Kyle is outraged when Amanda begins dating Lexi's sleazy friend Rory Blake. Taylor learns that she is pregnant. Kyle romances Taylor in the hopes of pumping her for information about Christine's return. Michael plans to torch his failing clinic for the insurance money, but Megan persuades the priest who received Michael's donation to purchase the facility. Michael is annoyed when Jennifer ensures that all investors receive their money back. Megan says that she is willing to move to Philadelphia with Brett. Michael tries to sabotage Brett's chances by telling the doctor who is interviewing him half-truths about his past. He claims that Megan is still a hooker.

Kyle is jealous of the amount of time Amanda spends with the recuperating Peter. He and Ryan quarrel after Ryan mentions Kyle's concerns to Amanda. Amanda referees the dispute and gives Ryan a job at her agency. Peter, fearing that he is about to die, confesses his involvement in the kidnapping to Dr. Visconti. Lexi seduces Dr. Visconti to pry the truth from him. Michael follows Megan to her parents' home, and is stunned to find that the family is wealthy. Megan discovers that her father suffered a crippling stroke years ago, which Mrs. Lewis claims is the result of the strain of learning that Megan was a prostitute. Michael discovers that Megan's mother is lying to force Megan to stay home out of guilt. Jane takes a job at AWA. She is asked to persuade Alex--now a famous designer--to bring his business to the agency.

Amanda is nominated for a magazine's Businesswoman of the Year award, and is considered a strong favorite. Lexi sleeps with Drew MacKenzie, the magazine's editor-in-chief, in the hopes of convincing him to give her the honor instead. When her plan fails, she starts a rumor that Amanda won the award by sleeping with Drew. Megan learns the truth when she eavesdrops on a conversation between Lexi and Drew. Jane shares the news with Amanda, who humiliates Lexi in her acceptance speech and mockingly presents her with the award. Jane accuses Megan of having an affair with Michael. Michael suggests that he and Jane elope. Michael punches Alex after he claims that Michael's haste stems from his fear that Jane will sleep with Alex. Jane threatens to call off the wedding unless Michael agrees to trust her. She temporarily moves back to the apartment building. Peter and Eve have their first date (miniature golf). He is touched by her enthusiasm for mundane things such as hot dogs, but she frighte

Kyle continues to abuse alcohol and prescription pills. After a vicious argument with Amanda regarding her baby obsession, he leaves for New York without sharing his plans. He scouts a hard rock band, whose manager holds wild parties in Kyle's suite and gets him hooked on drugs. When Amanda and Ryan come to Kyle's rescue, she sees women coming out of his room and assumes that he is cheating on her. She throws him out of the apartment. Lexi gives up on Peter after he wishes her well and urges her to move on with her life. She offers to make Megan a partner in her company if she can find Lexi the perfect mate. Jane and Michael call off the divorce, but face huge legal bills. A patient that Michael saved gives him a sports car and offers him an opportunity at a million-dollar investment (or so he says).

Kyle and Amanda are anxious to speed up the construction on their house, but learn that it will cost them. Amanda cannot afford to bring the apartment building up to code, so she decides to sell it. Kyle joins the construction crew for the house and offers to help Jane fix up the beach house. He helps her chase away a persistent but dorky neighbor. Dr. Shulman and the hospital's new corporate ownership try to stop Michael and Peter from treating uninsured patients. Jackie is assaulted by her boss. Dr. Shulman overhears Eve discussing her prison background with Jackie. She vows to use Eve's past to destroy Peter's reputation. Jackie holds Dr. Shulman at gunpoint, but Peter stops her from killing her. Jackie steals Dr. Shulman's car, then turns herself in, as she cannot handle life on the outside. Michael begins pursuing Megan. Lexi tries to goad Megan into popping the question to Ryan, but he beats her to the punch. He suddenly leaves town. Ryan goes to a boarding house in Poughkeepsie

Ryan learns Sarah's whereabouts and sends her to the beach house to stay with Kyle. Lexi tries to win Sarah's favor through bribery. Sarah encourages Ryan to repair his relationship with Megan. He decides to fight for custody of Sarah. After being rejected by Megan and Ryan, Michael and Lexi have sex in the laundry room. In order to please Tony, Amanda makes Eve the spokesperson for the cruise line. Peter is angry because the commercial conflicts with their Hawaiian vacation, but Eve appeases him by asking him to come along on the cruise. Amanda must fire half of her staff to finance the commercial. When Kyle discovers that Jane is among the casualties, he accuses Amanda of being heartless and threatens to end their marriage. Amanda and Jane quarrel over Kyle. Amanda walks out on Kyle because she believes he is trying to control her. He sells the other half of the club to Eve so that he can buy Amanda's stake in their house. Amanda comes to the club to seek Kyle's forgiveness, but they