Arthur, a New York writer, comes to Los Angeles to research a book on hating L.A. He stays with his college roommate Robbie, now fabulously rich and staying in the guest house of the even richer Shrug, who lives off his trust fund and feels guilty about it.

Shrug is stricken to suddenly remember how he tormented a girl in high school, so goes to a "memory therapist" to remove that memory.

Robbie's gift to Arthur of a Lauren massage horrifies him; he wants to be a boyfriend, not a client. Jennifer's new date impresses her by performing CPR on an accident victim. Shrug opens a detective agency to find out solutions to life's little mysteries.

Arthur's desire for a medium-rare hamburger leads his rich California friends to an expedition to "the Valley" to persuade a lower-class woman to drop a lawsuit.

Materialistic model Danna is dating Ernie the waiter. Arthur hastily scribbles 100 pages for publisher Mr Lynch. Shrug arranges for Elliott Gould to narrate his straight-to-tape autobiography

Arthur laments being a "Good Guy", and regrets never having had meaningless sex. Robbie can't tell if a man is good looking. Shrug visits his friend Hilo in jail. And Jennifer and Lauren go to a bar to confront a critic.