Bette travels to New York on business to ask for continued funding for the California Art Center from Helena Peabody (Rachel Shelley), the ruthless English daughter of Peggy Peabody, who takes over her mother's business after Peggy's retirement. Back in Los Angeles, Tina is shocked and angry when her lawyer, Joyce, makes a pass at her. Jenny and Shane search for a new roommate. But they have no luck with interviews until a dashing young film maker, named Mark Wayland (Eric Lively), drops by and charms both of them. Kit bonds with an inspirational speaker named Benjamin Bradshaw (Charles S. Dutton). Shane has a run-in with Veronica Bloom (Camryn Manheim), a ruthless and egotistical movie producer, who offers Shane a job as her personal assistant.