Finch has been sleeping at the office. Elliott's new girlfriend is a cover girl AND student at Yale medical school. Nina starts sleeping at the office too after Binnie kicks her out. Maya is jealous of Kaylene but after she accidentally causes Kaylene to break up with Elliott, she must find a way to get them back together. Finch and Nina have fun together but he feels betrayed when Binnie invites her back.

A few weeks have passed since Elliott and Kaylene started dating, and the two are starting to get extremely close. A little too close, as far as Elliott is concerned. Things are moving very quickly between them, and Elliott just doesn't feel like he can commit that deeply to her. He and Maya start chatting about it in his studio one night, and instantly, the spark between them returns. Before they realize it, Maya and Elliott are finally sleeping together. Maya wastes no time in chastising herself for it the next day. She claims that Elliott sleeping with her was only the result of his fear of committing to Kaylene, and that she now occupies a position she had previously treated with scorn and ridicule -- that of the "other woman". Elliott doesn't see it that way. He tries to tell her so, but she won't listen.