Mark and Paige run into trouble planning their first date, and Erin is ecstatic when she thinks that Derek has feelings for her. Meanwhile, Shannon worries how Maggie will feel when she brings someone home.

Mark and Laurel reconcile, and he insists that she take the job in Japan. Meanwhile, Gil is heartbroken when Kevin escorts Erin to the dance, prompting Erin to realize that Gil truly cares, and Chris proposes to Jennifer.

Mark hosts a poker game for all the guys with high stakes results. Meanwhile, Jen continues to drive Chris further away and keeps her budding musical interests apart from him; Craig attempts to deal with Anika and the damage she caused to Tyler's car.

When Laurel's modeling money comes through, she's inundated with people and their ideas for her money - including Mark; Gil desperately tries to fire Erin from his movie; Shannen misunderstands when her friend Stevie asks her to a dance; and Chris & Jen attempt to deal with post-breakup issues.

Filming begins on Gil's movie with distrastrous results: Becca continues to fawn all over Mark, jeopardizing her relationship with Travis, and Gil & Erin get into a fight when she takes a love scene with Mark too far. Meanwhile, Shannen finds it difficult to continue being friends with Stevie, when she rebuffs her romantic intentions.

Jen's brother Derek, returns to town & manages to to play knight in shining armour & rescue Anika; Laurel & Mark clash at their apartment after their unofficial breakup; Shannen & Stevie make plans now that they're a couple; Mark attempts to tutor Travis when he learns he's failing math, but once again Becca interferes.

Laurel begins looking for a place of her own, when Maggie & Mark make it clear their apartment is too crowded; Shannon's up in arms when the principal won't let her talk about her being a lesbian on Tracey's radio show, but her actions may cause her to lose Stevie; Anika learns more about Derek; Derek disapproves of Jen's friendship with Eddie, as Eddie prepares to move on.

Jen contemplates leaving with Eddie; Shannon attempts to patch things up with Stevie, after outing her to her parents; Gil continues planning his grad stunt; Chris & Mark help Laurel move with disastrous results; Wayne finds his soulmate.

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