Michael still tries to win back Fallon and tells Blake about Cecil and Fallon's agreement. Blake and Fallon argues about this. Steven is taunted on the job for being gay. Lindsay has a boy over to study, he tries to put the moves on her and she gets upset and runs off. Blake wants to have a child with Krystle. Matthew invites Steven to a dinner party at his house. In the end Steven and Claudia secretly start kissing.

Blake apologizes to Krystle about his behavior, and she forgives him. Michael has found out about Krystle's pawning and tells it to Fallon. Matthew and Walter finally strike oil. Claudia goes out with a guy she meets and almost has an affair with him. She manages to pull out, but later she has an affair with Steven. Lindsay starts finding out about it.

Jeff comes home after being in the Middle East, but he and Fallon have lots of arguments. Steven decides to get some more education and to start working for Blake, and he moves to his own apartment. Blake finds out about Michael's relationship with Fallon and hires some people to beat him up. Lindsay finds out everything about her mother's affair, which is still going on.