During his surprise birthday party, Jake receives an unexpected visit from his mother. Her constant drinking and carousing creates friction in their already-strained relationship. Although Sandy suggests that he be more understanding, Jake throws his mother out. He is too hurt by her mistakes of the past to have her in his present life. He later goes to see her off and wish her well. Billy is the victim of a car-jacking after dropping off a passenger in South Central, and begins to display signs of racial prejudice. Rhonda is furious. She talks with Matt and says that her reaction is partially the result of disappointment in herself; she has become so intent on living her life color blind that she has turned her back on her culture. Billy and Jake conduct a stake-out that leads to the arrest of the culprit. Rhonda takes Billy back to South Central to educate him about the area's people. Jane and Michael quarrel after he behaves insensitively during a parenting class. She believes

Brooke blames Alison for Hayley's death, and arranges for Alison to be taken in for questioning. The death is ruled an accident. The bulk of Hayley's estate is left to Brooke's unborn child. Hayley left nothing to Alison, as he had actually secretly divorced her a week before his death. Brooke quits her job. Alison insists on making a presentation at a software convention, but fails to show for a lunch meeting. Billy drives to the hotel and finds that Alison has been drinking. Bobby seeks Peter's help in rehabilitating his family's image. Amanda sees Bobby in a new light after the FBI harasses him. Sydney reluctantly turns to Kimberly for counseling about Jane's involvement with Michael. She suggests Syd push the two together to get it out of Michael's system, but the plan backfires. Jake turns to a loan shark friend to cope with Shooters' crisis. Matt befriends Alan Ross, an actor who was treated for a broken arm.

Kimberly is hurt when she receives divorce papers, although they had been filed months before her reconciliation with Michael. He suggests that they have a real wedding at the beach house and renew their vows. Michael fires Sydney at Kimberly's request. Sydney sues Michael and Peter for sexual harassment, and they are forced to appoint her office manager. Peter stifles Alycia's suspicions by claiming that his father was destroyed by the Parezis. They launch a plan to ruin Bobby's image by making it appear that he is bribing a senator. Jo accidentally takes Jane's sketch pad, and the designs are included in Richard's new line. Alison is outraged when Billy embarrasses her in front of a client to set up his own pitch. They later sleep together, and Billy tries to bully Alison into moving in with him. Alan tells Matt that the show's producer has decided that he and his co-star, Valerie, should marry as a publicity stunt.

Billy uses underhanded means to steal the keynote speech at an ad convention away from Alison. He makes an emotional speech about lying, and reveals that he has sold his soul to become a star in the industry. After Billy is a hit at the convention, Amanda sleeps with him. Alison quits her job and learns that Amanda is using Billy to help her career. Kimberly develops another personality, a cool biker chick named Rita. She refuses Peter's medical advice. Sydney blackmails Alycia into rehiring Bobby, but he instead seeks honest work as a mechanic. Sydney offers to let the homeless Bobby stay at her apartment. Claire has been hired by Richard to break up Jake and Jane. She tells Jane that she is having an affair with Jake. Jane fires Claire and breaks up with Jake. Jake rejects a reconciliation attempt by Jo and crawls back to Jane.

Kimberly pulls Michael from the wrecked vehicle while Megan calls for help. Michael experiences internal bleeding, and flatlines. He dreams that Kimberly is a devil trying to lure him into the Melrose pool, while Megan is an angel who wishes to rescue him. Peter revives Michael, who credits Megan with giving him the strength to go on. Megan convinces Michael to support Kimberly in her final days. Sydney stakes a claim on Jane's old apartment, forcing Samantha to the streets. Sam seeks the legal assistance of her attorney ex-boyfriend, Kenny. Billy is about to ask Sam to move in with him when Kenny arrives and threatens to sue Amanda. Amanda declares that Sam can stay as Sydney's roommate. Syd spends a romantic weekend with Carter in San Francisco, but it is cut short when Carter discovers how to repair a glitch in one of his computer games. Walter convinces Carter that Syd is extorting money from him. Peter moves into a new house, but seeks to maintain a relationship with Amanda. Taylo