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.

The heat between Lacey and firefighter Rick begins to be too much for Jason to handle. Meanwhile, Vanessa puts a fairytale spin on a sex escapade and Cody and Russ make a bet on the possible sexual conquest of a dreamy blonde.

Lacey finds inspiration for a new lingerie line from an unlikely source. Jason tries to convince Vanessa to consider modeling. Meanwhile, Cody's loss in love leads to a win in the bedroom for Vanessa; Russ finally gets the girl and he has Lacey to thank for making it happen.

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?

After a passionate tryst with potential investor, Ian, Marilyn discovers he may have stolen Lacey's lingerie designs. Rick and Lacey have a romantic dinner. Cody's attempt to slow things down with Stephanie have quite the opposite effect.

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

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!

Lacey discovers that Jason slept with Vanessa. Though Jason and Lacey have an open relationship, dating within their circle of friends is strictly prohibited. Lacey decides to end her romantic involvement with Jason and spend more time with Rick. But Rick isn't able to relate to her work and things grow tense.

Marilyn heats things up adding more than spice to dinner with her boss and boyfriend, Cormac. Vanessa scores big at an audition but turns down an offer for coffee from the director. Lacey tells Cody she's depressed about her career and love life. He cheers her up with an idea that helps raise money for her new line.

Lacey decides to put on a lingerie show where she'll sell last season's designs to raise money for her new line. However, she can't afford any models. Fortunately, Cody and Russ slept with enough hot babes who'd love the opportunity to model for Lacey. But how do they keep all their ex-girlfriends from killing each other?

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.

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.