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1-9 of 9
- Hilary Michaels, the estranged mother of Amanda Woodward, is the owner, president and CEO of Models Inc, a major Los Angeles modeling agency.
- Dylan gives an expensive painting to Kelly as a gift which disturbs Matt thinking that Dylan is trying to buy Kelly's affections again. Meanwhile, Donna finally tells Gina their whole story about that they are half sisters, which throws Gina into anger and frustration. But Donna learns that Noah hasn't told her all of his life story when he tells her that he never went to Harvard. After returning from the hospital, Steve becomes overprotective of baby Madeline. Also, David's jealousy surfaces again when Gina confides in Dylan instead of him with her personal troubles.
- Chase and August must catch Patricia and Johnny, a mother and son bank robbing team that is responsible for a string of heists and murders. One of the duo's victim's at the most recent heist was Gary, Annie's boyfriend. Annie witnessed the murder, and there is an attempt made on her life. Chase and August investigate the armored car company to see if there is a chance that the last heist was an inside job. They question the scheduling man, Morty Feinberg, who appears to be completely in the dark regarding the robbery. We soon learn, however, that he is linked to Patricia and Johnny, and has been helping them set up their heists. Annie works overtime to help Chase and August with the case, while Patricia and Johnny insist on pulling one more job with Feinberg, but it just might be their last.
- After a scuffle erupts during Teri's funeral, Hillary angers David by ordering him to stay away from Sarah because she considers their relationship unprofessional. When suspicion on Teri's death falls on Hillary, she tries to put the moves on Lt. Louis Soto, the man in charge of the murder investigation. Meanwhile, Julie is plagued by her slip-up in New York when a newspaper publishes the news which gives her a bad reputation, and she vows revenge against Sarah. Carrie investigates her adoptive son's whereabouts with a little help from Lt. Soto and finally contacts her son's adoptive father for a "business proposition." Also, Eric begins to blackmail Linda with a porno videotape that she appeared in during her pre-modeling days in order to prevent her from leaving him.
- After Hillary is released from jail on bail, she and Julie try to nurse David back to health, while he resolves to separate Brian and Sarah. Sarah finds reason to fear Brian after David confronts him about his past. When Lt. Soto finds out of Brian's criminal record, he arrests him as another suspect in Teri's murder. Meanwhile, Linda falls in love with Chris after she finally stands up to Eric to leave her alone. Also, Paul suggests a new arrangement to Carrie who finally confesses her past to Hillary and about her masquerading as Hillary to Paul.
- Hillary Michaels is the owner, CEO and president of Models Incorporated, a top modeling agency in Los Angeles which she runs with her son David, the younger half-brother of Amanda Woodward from D&D advertising, one of the agency's biggest clients (from the series 'Melrose Place'). Tired of Hillary's aggressive and tyrant-like influence, Teri Spencer, the top model, wants out of her contract. But during an agency party, a drunken Teri is pushed from the balcony of a high-rise building to her death. The suspects include Hillary because of her anger over financial loses the agency will suffer if Teri quit; the agency's Australian photographer, Brian Peterson, Teri's one-time boyfriend; and Carrie Spencer, Teri's older sister, whom the snobbish Teri taunted about her spiraling career and the child she had to give up for adoption. Meanwhile, newcomer Sarah Owens settles in at the agency's beach front house with help from her friends Jo and Jake (also from 'Melrose Place'). David takes an interest in Sarah, sparking jealousy in his cynical Australian model girlfriend Julie Dante. Sarah tries to win over Julie's friendship by helping her expose a photographer who promised Julie career advances in exchange for sex. Later during a trip to New York City for a fashion show, Julie goes on a drinking binge and loses the gig to Sarah. Also, the agency's receptionist, Stephanie Smith, deals with all of the chaotic problems, while model Linda Holden tries to hide the truth about her abusive relationship with Eric Dearborn, a sleazy musician.
- Paul Carson joins Carrie on an out-of-town shoot in Cabo San Lucas where they are drawn to each other. Back in Los Angeles, Brian becomes attracted to Sarah and objects to her renewed relationship with David. When Sarah decides to break up with David, he counters with a proposal, but Julie breaks it up by revealing to Sarah that she and David slept together. Also, Eric's potential music break does nothing to ease his pressure on Linda for more blackmail money.
- As Carrie and Paul's relationship intensifies, Paul's wife, Marcia, issues a stern warning to Carrie to stay away from him. Meanwhile, Cynthia Nichols, a brash new Afro-American model, impresses Hillary who hires her on the spot. When Eric demands more and more money from Linda, she finally turns him down and moves out of his apartment and into the beach house. When suspicion on Teri's death falls on Brian because of his obsession with her, Stephanie becomes a nervous wreak after lying to Lt. Soto to give Brian an alibi on the day of the murder. Problems arise for David and Sarah because of Julie's constant meddling in trying to keep them apart. At the end, someone makes a violent attack on David.
- Julie takes control of the company while Hillary is in jail charged with Teri's murder and David is in the hospital recovering from the attack whom he thinks was Teri's killer. Julie then begins giving Sarah a hard time by giving most of her jobs to Linda. Linda then learns about Carrie's affair with Paul from Marcia and forms a tirade against Carrie, while little Kyle tells Carrie that he objects to her interference with his parents marriage. Meanwhile, Stephanie offers financial aid to Eric who takes a risk. Sarah acknowledges her feelings for Brian who's haunted by Teri. After breaking up with Eric, Linda accepts a date with a certain Chris White, a handsome heir to a soap company.