When Lynn Kerr's daughter Sophie wins a scholarship to an elite school she must pack up her two daughters and move from New Mexico to New York City. As Sophie starts school she quickly finds out the school is run by the "beautiful people" and they aren't too impressed by her.

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.

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.