Jane throws Sydney out, but Amanda leases her an apartment in the building. Alison travels to a ranch to make a presentation to millionaire computer exec Steve McMillan, but it does not go as planned. Matt decides to marry Katya. Michael sleeps with Sydney while Kimberly is out of town at a conference.

Amanda's father offers Jake a high-paying job at his car restoration business. He refuses, but changes his mind after sleeping with Amanda. Jo is devastated by the news, but cheers up when Steve asks her on a date. Sydney prevents Michael from breaking up with her by threatening to expose their affair. Jane decides to take things slowly with Robert.

Sydney gets a waitress job at Shooters. Kimberly catches Michael in bed with Sydney. She tells Jane, who rejects Sydney. Kimberly moves out when Michael refuses to leave the beach house. A drunken Michael interrupts Jane's dinner with Robert's parents. Matt gets a date, but is distracted when Katya and an ailing Nikki have to move into his apartment to fool an immigration official. Alison is jealous of Steve's relationship with Jo.

Jo, Alison and Billy go to Steve's ranch for the weekend. Billy is unhappy about Steve's attraction to Alison. Jo declines to sleep with Steve because she realizes that she hasn't gotten over Jake. Steve admits that he is also harboring feelings for someone, and suggests that they break up. Jo confronts Alison after deducing that she is the one for whom Steve is pining. Steve and Alison later share a kiss. Jake forms a friendship with Palmer and tries to get Amanda to open up about her childhood. Jake suspects that Palmer is engaging in fraud. Michael convinces Kimberly to stay at the hospital instead of moving back to Cleveland, and promises to remain professional.

Alison has to miss Thanksgiving dinner when Amanda sends her to San Francisco to check on the details for a presentation on Steve's account. Billy, aware that Steve will try to romance her, threatens to break up with Alison if she makes the trip. She ignores his ultimatum. A suddenly sympathetic Amanda urges Billy not to give up on Alison. He calls her room, but hangs up when Steve answers the phone. The FBI orders Jake to assist them with a sting on Palmer. Jake skips Thanksgiving dinner (or in Jo's words, ""Amanda's Thanksgiving tribute to the men in her life"") to hang out on the stairs and talk with Jo. Lauren apologizes to Sydney for misinterpreting her interest in her ""business."" She assures her that she and her girls can be her new family. Syd offers to cook Thanksgiving dinner for Jane, but gets rejected. Jane later offers Sydney a holiday truce, but Syd decides to dine with the girls. Kimberly's mother has her daughter shipped home to Cleveland.

Alison learns that Steve is leaving for Europe in a few days. He gives her a new jeep and confesses his feelings. Alison joins him for a weekend on his ranch, but suddenly dumps him because she wants to reconcile with Billy. Billy's bitterness about Alison clouds his judgment on a writing assignment. Jake forces Palmer to confess to fraud on tape. Palmer convinces Amanda that Jake set him up, so she dumps Jake and plots to evict him. Michael falls out of bed, and Sydney refuses to help him until he apologizes for his past actions. Jo rejects Jake's thinly veiled advances, but Billy and Amanda sleep together.