After their mother gets a new job, the Carlin family moves from small town Ohio to the big city of Los Angeles, California. Siblings Spencer, Glenn and adopted African American Clay must adjust to a new school, friends, and problems and must try and survive in a place where everyone else is also trying to find their identity.

"Friends, Lovers, Brothers, and Others" was the technical second but chronological third episode of South of Nowhere that aired on November 11, 2005 on the teen drama channel, The-N.

Spencer wakes up with Ashley and they talk about what happened the night before. Ashley and Spencer go out to dinner with Ashley's father and afterwards find out he died, and at his wake Ashley find out she has a half-sister.

Aiden's under pressure from Madison, Kyla, Ashley and Spencer over friendship and relationship issues. It seems that in order to make one of them happy, he has to break another one's heart.

Aiden has trouble coming to terms with his feelings for Ashley. Especially since he is now dating her half sister again. As Aiden tries to make Ashley realize that they were meant to be, Spencer watches as her heart breaks.

Moments after the drive-by shooting at the King High prom, ambulances rush the victims to the ER--and everyone realizes that nothing will be the same again. As Spencer and Ashley rechart their existence in the aftermath, their relationship might not be strong enough to take the strain.

Spencer has moved on with a relationship with Carmen, but Ashley wants her friend back; Madison wants to get into a club and hopes Ashley will help her do it; and Aiden just wants someone to help him before he falls apart.

Jake's working hard to make Kyla the new It girl, but when she finds out that Ashley's poised to out-It her, It hits the fan. Aiden's there to see it splatter, and realizes that he might be splattering along with it. Meanwhile, Spencer discovers that guys have a hard time distinguishing being with her from being with her.

Everyone must decide on their plans for the future, including Spencer, who must choose between going away to college or staying in L.A. with Ashley.