Alison's roommate leaves in the middle of the night and sticks her with the rent. Faced with eviction, she takes the goofy Billy Campbell up on his offer. Jake attempts a relationship with Kelly Taylor and they are constantly faced with obstacles due to their age difference. Rhonda is pursued by one of her aerobics students, but learns that his interest is anything but romantic.

Billy loses his job and asks Alison to accompany him on a visit to his parents. Sandy gets a swelled head after landing a part in a horror movie, and ends up moving out. Michael and Jane discuss their excitement and anxiety about the upcoming birth of their baby.

Alison undergoes successful surgery and Billy agrees to care for her when she returns home from the hospital. Jo and Jake try to overcome their unhappy memories of Christmas. Michael is depressed when he and Kimberly cannot save a young gunshot victim.

Alison is promoted to junior account executive and meets art director Amanda Woodward. Billy doesn't hit it off with a blind date arranged by Michael, but is attracted to Amanda. An overwhelmed Rhonda breaks her engagement.

Jake and Jo are forced to submit to AIDS tests after his ex-girlfriend Peri reveals that she is HIV positive. Billy uses an embellished resume to win a job at Escapade Magazine.

Billy and Alison's first real date is a disaster, as she is worried about Michael's affair. Alison and Amanda come to a truce and Jake loans Billy a motorcycle.

The apartment building goes up for sale and an unidentified individual begins harassing Alison. Keith returns to Los Angeles, and Michael and Jane rekindle their romance.

Keith's actions escalate and Sydney caters to Michael's every whim, despite a warning from Jane. Matt get's a new job.

Kimberly catches Michael with Sydney and confides in Jane. Kimberly moves out, while Katya and Nikki have to move in with Matt.

Alison complains to the brass about Amanda's mistreatment of her. After the FBI shows up with questions about her father's disappearance, Amanda is ordered to take a vacation. She heads to Hawaii with Jake, but returns because she fears that Alison is after her job. She goes to Billy and threatens to expose their one-night stand unless he gets Alison to back off. He refuses to cave in, although Alison ends up apologizing to Amanda anyway. Sydney sets up a hooker with an unknowing Robert during a business trip. Jane receives a videotape of the two together and breaks up with Robert. Reed and Jo sleep together. He later decides to start a charter boat service.

Sydney and Jane get into a catfight in the pool after Syd tries to take Jane's wedding dress (a family heirloom). Their mother comes to town, but cannot talk Syd out of the marriage. Michael and Sydney are married at the beach house, with only Matt in attendance. Inspired by a dream, Michael decides to take Syd on a honeymoon and murder her. Jo learns that she is pregnant with Reed's child, and plans to have an abortion. Jake takes her to dinner instead of dining with Amanda and her boss. Amanda is jealous of the amount of time Jake is spending with Jo, until she learns about the pregnancy. Jo decides to have the baby. Billy's co-worker Celia and Alison (inspired by a comment from Amanda) lay a guilt trip on him until he buys Alison a more expensive engagement ring.

Jo is certain that Amanda will not gracefully bow out of her relationship with Jake. Hillary refuses to believe that Chas tried to seduce Amanda. Chas files a $10 million sexual harassment suit against Amanda, and the agency does not support her. She turns to Jake for consolation. Sydney is assaulted by three hookers when she invades their turf. Kimberly comforts her and pays her rent. She convinces Syd to participate in her plot to kill Michael, and they plan the crime over ice cream. Michael stands in the way of Jane's plans to expand her business. Billy's college friend Rob comes to town to serve as his best man, and gets along well with Matt. Billy is stunned to see them kissing in the courtyard.

Jake sleeps with Amanda. Jo catches him coming out of her apartment half-dressed. Jake insists that he doesn't want to reunite with Amanda, but Jo breaks up with him. Amanda tries to make nice with Alison in the hopes of convincing her to not to testify on Chas's behalf. Kimberly drugs Michael, and she and Syd leave him in his car with the engine running. However, Jane revives him when she and client Chris Marchette come over to discuss a business deal. Before the wedding, Michael refuses to sign off on Jane's business proposal, so she threatens to kill him. Kimberly steals Jane's car keys. As Alison is about to walk down the aisle, her father's words of reassurance trigger a repressed memory. She realizes that her father molested her during her childhood. He threatens to kill her if she tells anyone. Alison fails to emerge for the ceremony, and Jane and Billy discover that she has fled through the window. She seeks refuge at her sister Meredith's San Francisco home, unaware that her f

Chris warns that his company will have to cancel his deal with Jane's firm if Michael does not sign off on it. Sydney calls Matt from the mental hospital and pleads with him to investigate Kimberly. Jane and Matt visit the beach house, where she bonds with Michael while Matt snoops. He discovers that Kimberly owns several wigs, then rips off her wig during a confrontation at the hospital. Sydney accepts a plea bargain after a scummy staff member propositions her, and is released into Jane's custody. Kimberly vows revenge against Matt. Palmer and Brittany continue their plot against Jake. Palmer turns up on Amanda's doorstep. Billy and Alison break up after she learns that he took a job at D&D without consulting her. Jo receives a surprise visit from Reed's parents. She reluctantly admits that Reed is the father of her child, and is shocked when the Carters sue her for custody.