Lynn, Sophie, and Karen throw a dinner party. Sophie decides to invite her photography teacher in hopes of matching him up with her mother. Also, Lynn finds herself a job at a fashion company, while Karen finds herself working as a nightclub waitress and not that thrilled about it. Meanwhile, Sophie gets accepted into an advanced photography class which causes Nicky to pursue the same class even though he knows nothing about photography. Later that day Paisly steals Sophies' camera after Nicky broke up with her and claims not to know anything about it. Her and Nicky search the school for her camera and end up walking through the park as Nicky tells her about his improved knowledge about photograph after taking her advise about "doing his homework". They end up kissing as Gideon sees them after leaving the party to go and find her.

Sophie and Nicky compete against each other in a school's midterm project, which is run by Julian. Sophie chooses to focus her's on the B.P'.s and Nicky tries to get Karen to help him out. Lynn has trouble finding a new job and has dinner with Mr. Stein. Also, Karen makes a drastic decision involving her nightclub job.

Lynn feels like it's time to start dating again and decides to start by asking out her next door neighbor, Joe. Sophie, against her mother's wishes, decides to go to a party and gets caught in the act. Elsewhere, Karen gets stood up for a date with a modeling agent, whom she thought might further her languishing career. Sophie learns about the bet.

When Lynn has the chance to fly to Chicago to run a fashion show she takes it and leaves Sophie and Karen alone. While there, Lynn also runs into Julian who wants to try and resume their romantic relationship. Meanwhile, Sophie and Karen find themselves lost in Central Park after a long car chase through the Bronx.

Lynn is asked by Toby to submit a design for her company's fashion launch and asks Karen to model for her; Julian and Rona discuss their marriage; Sophie and Annabelle compete for a photography internship that is being judged by Gideon's father.

Karen escapes from her stalker, but returns home and is confronted about her drug use. Sophie must choose between Gideon and Nicky’s invitation to a school formal. Finally Lynn's ex-husband comes to New York and demands that Karen and Sophie move back to New Mexico.

Daniel decides that he will fight for custody of Sophie. Meanwhile, Karen accepts some unpleasant assignments just so she can move up in the modeling world. As Lynn and Julian's relationship continues, it begins to takes to take it's toll on Sophie and Nicky. Also, Gideon sees Annabelle in a brand new light.