A celebration of friendship ends in a web of betrayal and deceit as the girls find themselves in the slammer with a detective investigating the death of one of their own.

Rumors fly around a dance marathon that Alice and Tasha are having relationship trouble; someone plans a move to the Big Apple; Kit meets a real man; there's a no-show at the bus station.

Jenny throws a baby shower for Max; Bette and Tina hit a roadblock in the adoption process; Bette goes solo to her gallery's opening night celebration; Shane is feeling boxed in by Jenny; Alice starts to feel like three is a crowd.

Jenny writes another script that sells; Bette and Kelly go into business; Alice and Tasha have a third-wheel crush; the girls plot a sting operation to test Dylan; Jenny encroaches further on Shane.

Shane and Jenny are still melting over each other; Bette and Tina meet a potential birth mother; Max tries to deal with being pregnant; Alice and Tasha play matchmaker; and Kelly Wentworth (Elizabeth Berkley) may have what Bette needs.

The negative of Jenny's movie goes missing, while Shane's apologies to her are finally noticed; Jenny dismisses Alice's aspiration to write a screenplay; Phyllis shares a secret with Bette; Kit and Helena open a new nightclub.

Bette and Tina discuss plans for a new life together, but the reappearance of an old acquaintance of Bette's threatens their future; Tasha and Alice seek counseling for their compatibility issues; an old flame sends Helena reeling.

A shocking revelation about the fate of a major character leads to a season-long series of flashbacks that will reveal the events leading up to the tragedy.