Lacey and Rick go away for a romantic weekend in the country just as Marilyn arranges a review of Lacey's new designs by one of New York's top fashion critics. Jeffrey, Stephanie and Marilyn scramble to put together a sexy fashion show in Lacey's absence with the only models they can find--Vanessa and a very reluctant Cody!

Giovanna leans about Lacey's contract with Sebastian and vows to get even. She starts a charm offensive with Lacey, inviting her to lunch and offering to become Lacey's mentor. Jason and Lacey take things to the next level. Stephanie is hurt by Cody's growing narcissism and takes a step back. On set, Hugh and Vanessa compete for the attention of a sexy guest star. Richard likes Nicole's new style.

Things are awkward for Jason, Lacey and Vanessa on the morning after. Lacey confesses her threesome to Marilyn, who thinks she is crazy. Marilyn has an offer to write for the Times but is worried about Cormac's reaction. Nicole and Richard spend a day together which leads to a fun night. Cody and Joanne, who has been hired as Stephanie's replacement, resume an old affair. Jason and Lacey stumble upon Vanessa and Rena making love in the loft.

Giovanna pays Lacey's studio a visit, and suggests that they become partners. Vanessa continues her passionate tryst with Rena "off set." Stephanie finally crumbles under all the business and personal pressure and makes a big decision. Giovanna wants Richard to sign Cody as a model for her - exclusively. Hugh and Nicole go out on a date.

Giovanna seduces Phillip in order to sabotage the launch of Lacey's line by misdirecting the delivery of Lacey's line for the next day's debut. She also pairs Cody and Nicole for a shoot, which means they must find a way to get along. Jason accepts an assignment from his ex-wife, Tracy, which makes Lacey jealous. Cody and Nicole have dinner together and end up in bed.

Lacey and Vanessa have a little fun with a sleeping Jason. After an argument with Cormac, Marilyn finds solace in the arms of painter, Daniel, her former lover. Joanne joins Lacey and Jeffrey in the lingerie business. Lacey declines Giovanna's offer. Russ finds new love with an old "one-nighter" flame, Nina.

Tracy tells Jason she got the go-ahead for his book, which precipitates a jealous argument between Jason and Lacey. Phillip confronts Giovanna about the misplaced shipment. Sebastian cancels Lacey's contract. Nicole and Cody regain their angry spark thanks to sexual jealousy. Lacey makes amends for her own outburst by greeting Jason in a candle-lit bedroom when he gets home.

Giovanna gives Nicole a makeover and introduces her to Hugh, her former protege, but it is Nicole's friend, Taylor, who helps her get over her shyness and learn to love attention. Giovanna rekindles an old flame. Lacey wants to manufacture her line in the U.S. while Marilyn continues to try to find her financing. Cormac is jealous of Marilyn's divided attention. After a sensuous night, Lacey suggests that Jason move in with her. Maddy wants Russ to be more assertive.

New York lingerie designer Lacey Summers struggles to make ends meet. For extra cash she rents out her spare room to Vanessa, an aspiring actress. But when Lacey notices Vanessa eyeing her photographer boyfriend, Jason, she realizes things are bound to heat up.

Jason must go out of town for a shoot, so Lacey gives him a special goodbye. Distant lovers Vanessa and Josie must resort to phone sex. Meanwhile, Marilyn is interested in checking out the "assets" of a potential investor and Cody's lovemaking becomes too hot to handle.

Lacey's fashion show collection is a hit, and she gets a huge order from Sebastian; now, she must worry about how to find financing to manufacture her line. Cody's brush with the limelight has made him a pain to deal with, especially for a stressed-out, overworked Stephanie. Vanessa starts her new career as a TV star. And Nicole, a waitress at the local eatery, becomes the focus of a bet between designer Giovanna and talent agent Richard.

Tensions are high in the minutes before Lacey's new show. Jeffrey has to draft Russ's girlfriend Nina when a model sprains an ankle. Lacey fears that Jason is getting back together with Tracy. Marilyn's expose' hits the newsstands. Nicole seeks Cody's forgiveness. Jason has something important to say to Lacey.

Cody and Russ each get lucky on a new dating website, onlineonenighters.com. Meanwhile, Jason has a heated photo shoot with Vanessa.

The Season Finale ends with a hot lingerie fashion show of Lacey's new line. While glamour flashes on the runway, sexiness occurs backstage as Cody, Russ and Vanessa hook up with their girlfriends. Lacey's line is successful but she's still lonely; that is, until she discovers the identity of her secret investor.

Lacey and Rick finally give in to temptation. Marilyn mixes business and pleasure with an investor. Lacey's assistants both try to get Cody in bed. Jason finds Vanessa to be very tempting--good thing she only likes girls--or does she?

Marilyn finds a secret investor who gives Lacey enough money to design and develop her new lingerie line. Vanessa lands an acting gig and patches up her friendship with Lacey. Russ and Maddy grow closer together while Cody and Stephanie try once more to have a relationship.