After a chance meeting in the street, Alison becomes romantically involved with environmentalist Keith Gray. She is stunned to learn that he is married, but finds it difficult to break off the relationship after he vows to leave his wife for her. Billy is saddled with bad credit because he has yet to pay off a college loan that he didn't even need. Jane is determined to work off the weight from her pregnancy. She realizes that she is trying too hard to forget the miscarriage.

Alison continues to see Keith, despite the misgivings of her friends and the fact that her erratic behavior has put her job in jeopardy. Billy confronts Keith about his treatment of Alison. Matt is the victim of an attack outside a nightclub. When an officer from the hate crimes unit comes to the halfway house, Matt's supervisor is stunned to learn that Matt is gay. He quickly devises a reason to fire him. Jake and Rhonda convince Matt to seek legal recourse. A customer at Shooters asks Sandy to audition for a soap opera. She wins the role and moves to New York.

Keith stays with Alison while his estranged wife, Lily, is in town for the weekend. Alison is wracked with guilt after Lily confronts her in a dream, and recalls the despair her mother suffered following her father's affair. After bailing out of a camping trip, Alison drives to Keith's house to catch a glimpse of Lily. She realizes that she can't continue the affair. Matt's parents refuse to support his lawsuit because they fear it would damage their reputation. He finds a lawyer who will work for free, provided that he let her use the case to publicize the issue of anti-gay discrimination. Rhonda's ""efficient"" new roommate turns out to be completely anal-retentive.

Alison remains irritated about Billy's relationship with Amanda. Amanda suggests that Alison might have feelings for Billy, and recommends that the two discuss their relationship. Alison begins to consider this possibility, and Billy agrees to meet with her. Someone sends flowers to Alison at work and asks her to meet him at Shooters that night. She assumes that the flowers are from Billy (creating problems for Billy and Amanda), but is instead approached by a newly divorced Keith. She agrees to give their relationship another try, so long as they take things slowly. Alison and Keith have a disastrous dinner with Billy and Amanda. Billy goes home with Amanda and sleeps with her. Jo's husband offers her a $50,000 divorce settlement, but she wants to turn it down because of her pride. Jake feels that this is a foolish decision from someone who doesn't know what it's like to be poor. Jake loses his job when the repair shop goes out of business. He believes that he could take ov

Billy backs out of plans with Alison to have dinner with Amanda and her father. Amanda's father declares that Billy is a worthless bum. Keith loans Alison his sports car, but she has it stolen at gunpoint. He comforts her when Billy isn't home to hear her tearful messages. Billy feels guilty about not being there for Alison. Amanda suspects that Billy is in love with Alison. He tries to disprove this by moving in with Amanda. Keith and Alison renew their relationship. She asks him to move in with her, but he later receives an unexpected job offer. Keith asks Alison to move to Seattle with him. Jake objects to ""silent partner"" Jo's attempts to help with the business. Jo takes Alison to the shooting range to try to help her overcome her fears about the carjacking, but Alison is horrified by the fact that Jo owns a gun. Jo mentions this to Jake, who is equally appalled. Jo promises to get rid of her gun. Jake apologizes for being stubborn and asks Jo to be his full partner and do

Billy and Amanda bicker constantly after he moves in with her. Alison quits her job and decides to move to Seattle with Keith. Billy confronts Amanda after she insults Alison at her farewell party. Amanda sarcastically wonders if Billy would rather be with Alison. Billy breaks up with Amanda and moves out. He drives Alison and Keith to the airport, but then pleads with Alison to stay in Los Angeles. She tells him that it is too late to change her mind, and leaves. Michael's college friend Sam makes a pass at Jane after they have dinner together. Michael is livid when Sam--not Jane--is the one to tell him about the incident. Kimberly offers to ""comfort"" him.

The apartment building goes up for sale. Lucy resigns from D&D, and tells Amanda and Alison that promotions may be in their future. Amanda asks Alison to keep her pregnancy under wraps, but Alison lets it slip while out drinking with a colleague to make Billy jealous. Amanda denies the man's allegations. She later suffers a miscarriage while working late with Alison. Billy and Amanda grow closer as he consoles her, and he is torn between the two women. An unidentified individual begins harassing Alison. Keith returns to Los Angeles, completely obsessed with Alison. Michael and Jane rekindle their romance during a weekend getaway. Jo tries to dodge Jake's discussions of commitment. She is arrested for carrying a concealed weapon while working on a photo essay about the homeless. Jake is enraged to learn that she went back on her promise to get rid of the gun. Rhonda proposes to Terrence. Keith stakes out Alison's apartment, and attacks Billy from behind with a tire iron. While Billy is

Amanda throws herself a housewarming party, but forces Alison to work late so that she can hit on Billy. Alison continues to receive threatening letters and phone calls. Keith picks her up at work and takes her to the party. He slips something into her drink and tries to take advantage of her, but Billy interrupts. Keith purposely injures his head and claims that he was attacked. Billy doesn't seem to believe him. In order to dodge suspicion, Keith pays a homeless man to make an obscene phone call to Alison while Keith is present. Jane files for divorce. Michael moves in with Kimberly. Jake brings a bimbo to the housewarming party to make Jo jealous, and Jo agrees to live with him. They argue about everything. Matt loses his job when the halfway house shuts down.

Billy remains wary of Alison's relationship with Keith. Alison agrees to drive Keith to the airport. When she drops by his hotel room to pick him up, he tries to rape her. She kicks him in the groin and escapes. Keith is arrested, but released due to lack of evidence. Billy follows him back to Seattle. Jo fears that Amanda has set her sights on Jake. Michael convinces Kimberly to lie about their affair in court. Jane throws the wedding china at Michael. Sydney returns to L.A., and Michael seeks her friendship.

Billy shows up at Keith's work site and assaults him. After Alison tells Keith that she hates him, he commits suicide while on the phone with her. Alison begins drinking and is sent home from work. Amanda tries to convince Jake to model for a beer campaign. Sydney caters to Michael's every whim, despite a warning from Jane. Matt is hired by the hospital's social services department.