While Lara is vacationing in Paris, oblivious, Dana's condition takes a turn for the worse. Alice runs into Dana's ex, Jenny introduces Max to a man from her past, Carmen evens the score with Shane, and Peggy Peabody flies to town to help her daughter. Frustrated, Bette leaves the Buddhist retreat but receives a dose of life wisdom from an unexpected source.

As the "Provocations" opening approaches, Bette struggles with a temptation. After some sad news, Dana turns to Tonya, leaving Alice unhappy. Shane tries to let Clea down gently but it backfires in her face.

A surprise guest shows up at a sad event as Bette gets stunning news about her job. Tina goes into a surprisingly difficult labor, Jenny finally reaches breaking point over her painful childhood memory, Alice struggles with her jealousy, and Peggy Peabody lays down the laws with her daughter, Helena.

Bette is worried about Tina when she throws herself into volunteer work, Marina and Francesca get into an argument, Alice thinks she may be pregnant by Lisa, and Dana and Jenny try to console each other.

Tina, Jenny, Shane, Alice and Dana all share an eventful trip to Palm Springs. While on the road, they all share their "first love" stories. Back in Los Angeles, Bette hires Candace, an attractive carpenter, to handle the set-up of the "Provocations" exhibit opening at the gallery.

Dana is stunned when she learns a big secret about her brother, Howie, at Gay Pride 2005. Mark tries to make amends with Jenny and Shane, Kit and Bette learn that their father, Melvin, is refusing treatment for his illness, and a shocking memory about Jenny's childhood is revealed.

Jenny's boss's daughter is getting married and Shane gets a gig as the hair stylist at her wedding. Kit and Max spot a young girl who's obsessed with Jenny's work and hook her up with her dream job. Alice and Tasha go on a double-date with Bette and Jodi. Meanwhile in prison, Helena is rescued by her cell mate.

Bette seeks Tina's advice on how to get Jodi back, but is surprised to learn that Tina no longer wants to be straight. Alice is devastated when Tasha is called in for another tour in Iraq. Meanwhile, Phyllis seeks divorce, Jenny is excluded in any decisions regarding the movie, and Helena frees herself from her entanglement with Catherine.

When Alice runs into her ex, she is surprised to find out that she is now dating Dana's ex-girlfriend. Bette and Tina reach an agreement over their relationship, Jenny is worried that she may have lost a writing job, and Shane finds some comfort in a church.

Bette engages in a battle with the chairman of the gallery board who wants to close down the gallery. Alice rekindles her relationship with an ex-girlfriend, despite the objections of her friends. Jenny tries to deny her feelings for Marina, and Dana finally gets a date with Lara.

The two Peabody ladies return to L.A. and Helena makes a tempting offer to lover Cindi. While Tasha has trouble fitting in in her new job, Alice has a fun day out with fashion designer Clea Mason. Bette gives a speech in honor of Jodi at the opening of her latest exhibition, but she is shocked by Jodi's new media installation. Phyllis demands Shane not to ruin her daughter's future. Finally, at the wrap-up party for Lez Girls, Jenny thanks the girls for their loyalty and friendship but is about to get a nasty surprise.

Dana is stunned when Alice requests a bold sexual favor from her. Burr Connor (guest star Tony Goldwyn) reveals a secret to Jenny. Jenny learns about Carmen's real feelings for Shane, Kit plans a romantic night for Benjamin, and Bette and Tina have an intimate encounter as they bond over their unborn baby.

Bette and Tina talk about expanding their family and beginning a new life but the plan could be ruined when Bette bumps into an old friend with dangerous potential; Alice and Tasha ponder their compatibility as they seek counseling; an old flame appears, sending Helena reeling; and Max is faced with an extraordinary situation.

The girls attend the Subaru Pink Ride to support breast cancer research. Tina is furious for Niki blowing her cover with Jenny but Adele assures her the two won't be seen together publicly. Meeting old friends prompts Tasha to ponder her long-term plans in life. A campfire game of "I never" turns into a discussion on cheating -- with devastating results.

Jenny plans a charity event to support Max when they find out he can't pay for the top surgery. Helena takes the girls to a surprise trip to honor Dana in her recovery, and Carmen is still dealing with the aftermath of Shane's ex. Meanwhile, Bette kicks Tina out of the bedroom and tries to find peace in Buddhism. In a recording studio, Kit gets help from unexpected sources -- but is it too much to handle?

The girls attend a movie premiere sponsored by Shane's underwear campaign. Papi teaches Helena and Alice how to play poker for a high-stakes private game hosted by a high-profile female gambler. Bette disagrees with Tina about Angelica's education, and goes on a date with Jodi. Meanwhile, Phyllis is having trouble letting go of Alice.

Tina and Jenny squabble over casting the lead role in Lez Girls. An incident at Alice's place triggers a change in Captain Beech's view on Tasha's defense. Being celibate takes its toll on Shane and she reaches a breaking point. Alice encourages Tasha to go with her to a "Secret Love" party for closeted gays and lesbians. Meanwhile, the rest of the gang attends the opening of the city's hottest new lesbian club, SheBar.

Tina tries to get over her concerns about the new sperm donor. Tim decides to throw a dinner party and invites Marina, making Jenny feel uncomfortable. Alice runs into her abusive ex-girlfriend. Dana has her eye on a chef, but is hesitant to make a move on her.

Shane gets the opportunity to style a high-profile client's hair, Bette and Tina receive some devastating news, Jenny goes to dinner with Marina and Francesca, and Alice decides that her relationship with Lisa is too complex.

Jenny gets jealous on the set when a love scene between Niki and her on-screen boyfriend looks too realistic. Dawn Denbo invites the girls to a mafia-themed night to settle the dispute between The Planet and SheBar. Meanwhile, Bette and Tina decide to go see a couples counselor when they're interrupted by a rolling blackout due to a heat wave.

The negative of “Lez Girls” goes missing; Shane’s incessant apologizing to Jenny finally gets noticed; Alice’s feelings are hurt when Jenny denounces her desire to write a screenplay; Phyllis lets Bette in on a suppressed secret; and it’s opening night at Kit and Helena’s new club, HIT!

Alice meets Papi, a girl who lights up on The Chart even more than Shane. Jenny is interviewed by a gay writer. Bette's new boss has some surprising news for her. After Helena's departure, a new guy takes the reins at the studio as Tina's new boss. Meanwhile, Max goes out on a date with a straight girl.

Shane tries to deal with her betrayal to Jenny as they both attempt to figure out their feelings for one another. Shane awkwardly tries to apologize to Jenny, who responds by threatening to evict Shane from her house. Meanwhile, Bette and Tina get worried when Angelica comes down with a fever which gradually gets worse. Alice and Tasha cannot decide whether to break up or stay together since their different views on life strain their romance to the breaking point. Elsewhere, Helena and Kit celebrate after taking over SheBar nightclub and formally rename the place, 'HIT!'

Shane opens her own styling business, and Bette loses her position as the sole provider for the family, forcing Tina to take up a job under Helena. Now back in L.A., Jenny introduces Moira to her surprised friends. Dana and Lara make plans to visit France while Alice still obsesses over Dana. Meanwhile, Kit is surprised by The Planet's new manager who wants to make some drastic changes to the place.

After the events in Canada, Bette is on the run from authorities with her daughter. Shane reverts back to her old habits but gets a surprise from her father's wife. Meanwhile, Helena tries to get used to living without her mother's money, Max attends a support group, and Kit has trouble with her pregnancy.

Tina throws a cocktail party to get her gay and straight friends to know each other better. Penniless Helena is looking for a job. Shane takes care of her little brother, Angus' band is on the verge of a breakthrough, and at the art college, Bette's teaching assistant is having feelings for her. Meanwhile, Phyllis attends a ladies-only Texan night at The Planet.

Kit hires a party promoter to get the business up at The Planet. Jenny and Moira run into hateful rednecks on their way back to California. Carmen's mother tries to make Shane more feminine, Bette and Tina try to find a male role model for Angelica, Helena helps Alice get over her obsession with Dana, while Dana herself deals with health problems.

Tina takes a business trip to Canada and has a chance to explore her feelings for the opposite sex. Dana's treatment puts a strain on her and Lara's relationship. Meanwhile, Jenny helps Moira in her transformation to Max, Carmen and Shane dedicate parts of their bodies to each other, Alice reverts back in her obsession over Dana, and Kit takes control. In a special appearance the B-52's perform at The Planet.

While Tina and Helena attend a documentary screening, Bette leaves for Washington D.C. to speak at a Senate hearing and meets with Senator Barbara Grisham. Attempting to provide for both herself and Moira, Jenny puts her dreams of becoming a writer on hold and starts waitressing at The Planet. Jenny and Moira are also invited to a party hosted by Billie Blaikie where Moira meets like-minded people. Meanwhile, Carmen has to decide whether to give up Shane's opening party in exchange for a once-in-a-lifetime opportunity to DJ at an exclusive VIP party, and Dana plays at a tennis tournament and declares her love for Lara in front of TV cameras.

As Tina finds herself attracted to men, Bette explores Buddhism and also hears good news on the work front. Both Alice and Kit try out speed-dating; Kit with Angelica's male nanny Angus and Alice with a lesbian vampire. Meanwhile, Dana receives devastating news about her illness, Helena pursues documentarist Dylan Moreland, Moira goes out as Max, and Shane's ex drops by to see her.

Jenny confides in her old college professor about her affair with Marina. Bette receives some delightful news. Dana's fears of being outed continue as she juggles between her tennis career and Lara. Alice's mother comes to stay with her daughter.

Bette finds out that Jodi's been offered a job at an art center on the East Coast. Tasha's memories of the war continue to haunt her, and she is ordered to keep her sexual orientation a secret. Meanwhile, Shane plans a surprise for Paige, Helena is kicked out of the hotel, and Max comes to a decision regarding his job.

When Jenny's old roommate (guest star Sarah Strange) from college comes to stay, Jenny decides to use the opportunity to reveal the details about her affair with Marina. Bette and Tina join a group in preparation for becoming parents, and Dana faces a tough time when she must come out to her conservative parents.

Bette gives Tina her consent -- and a possible ultimatum -- to explore her feelings for men. Jenny meets with a publisher about her manuscript for a book, Billie makes Moira a tempting, but shady offer, Kit gives in to Angus' advances, and Carmen lays down the law to Shane regarding their relationship. Alice offers her support to Lara and celebrations are cut short when the girls finally find out the truth about Dana's condition.

After arriving home, Tim starts to worry when he learns that Jenny has vanished. Bette travels to New York for an art opening and her relationship with Tina is put to the test. Back in Los Angeles, the sperm donor's girlfriend discovers a lonely Tina and starts to harass her.

Jenny writes another script that sells; Bette and Kelly go into business; Alice and Tasha have a third-wheel crush; the girls plot a sting operation to test Dylan; and, Jenny encroaches more on Shane.

Tina gets introduced to Jodi, and has second thoughts about leaving the lesbian life behind. Alice and Tasha argue heatedly over politics. Max hires an intern to help him with the workload on OurChart. While Shane and Paige steam up the car windows, and Catherine and Helena make a winning team at the poker tables, the rest of the girls attend the unveiling of Kit's new single at The Planet.

Shane and Jenny are still melting over each other; Bette and Tina go to Nevada to meet a potential birth mother; Max is trying to deal with being pregnant; Alice and Tasha play matchmaker; and Kelly Wentworth may have what Bette needs.

Following the events of the season finale, Helena is imprisoned and no one can get a hold of her mother. Jenny finds a rich investor and schemes her way to directing Lez Girls the movie. Shane is about to sign a lease on a house with Paige. The Planet hosts a coming-out party for Phyllis, where Alice and Shane attempt to hook Tina up with someone who isn't Bette. Meanwhile, Bette is waiting for Jodi to come back home from New York.

In the final episode of the series, what starts out as a celebration of friendship quickly ends in a web of betrayal and deceit; the girls find themselves in the slammer with Sergeant Duffy; and the investigation into ? ? death begins…

Bette and Tina deal with parenting Angelica while attempting to rekindle their relationship and handle an obnoxious social worker. Alice has a traffic accident, Helena gets into the movie business, Carmen and Shane's relationship gets more serious as Carmen takes her to meet the parents, and Jenny, recovering at her parents', has had enough with the Midwest and ponders moving back to L.A. with her new girlfriend Moira.

Jenny and Tina look for the right movie director but butt heads over creative differences. Phyllis' husband drops by unannounced at Alice's place. Bette is falling hard for Jodi and lets her emotions interfere with her work. Kit manages to crack through Papi's hard outer shell – with unexpected consequences.