Billy's father dies of a heart attack. Amanda tries to exploit Billy's vulnerable state to seduce him, and then shows up at the funeral in an attempt to score points with her ex. Alison flies back from Seattle to comfort Billy. Billy feels that he let his father down, and decides to take over the furniture store. His mother says that she has sold the store to the employees, and that she wants Billy to use his writing gifts. She gives Billy a letter in which his father expressed his pride in him. Billy drives Alison to the airport, but she decides to move back to Los Angeles. Michael tries to convince Kimberly to move in with Billy, but she declines. She explains that seeing the death of his father reminded her of how much involvement she would have in his life if they were roommates. Michael lies about going to the hospital and instead helps Kimberly with a plumbing problem. She offers him dinner and tries to come on to him, but he resists. Billy's family tragedy prompts Matt to

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

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.