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Whitney and Olivia go head-to-head after Olivia decides to interview her friend for ELLE, instead of covering Whitney's line. Roxy goes out with Zach, and realizes their relationship may become more than just professional.
Whitney has no time to rest after her first big fashion show, when Kelly pushes her to market her line. Olivia refuses to support Whitney's line at ELLE Magazine, but Erin goes over her head to Joe Zee.
Olivia and Erin have very different ideas of how to dress Fergie for an ELLE cover shoot, leaving Joe Zee in the middle. A French photographer shows an interest in Whitney.
Whitney, Roxy, Olivia and Erin learn that in New York City, climbing your way to the top means doing it alongside both friends and enemies. New season. New betrayals. New alliances.