Shane and Jenny's relationship continues to go on strong, despite some minor problems with Jenny's selfish and amoral attidude over starting fresh. Meanwhile, Bette and Tina travel to Nevada to meet with the young woman, Marci, who will act as a surrogate mother for another child they want to conceive. Back in Los Angeles, Max continues to cope with being pregnant while Tom tries to make sense of it all after they attend a Lamaze class. Dylan tells Tina that she wants to get back together with Helena. Tasha and Alice attempt to play matchmaker for Helena by setting her up with their newfound gal pal Jamie Chung (Mei Melançon). Helena is not interested in Jamie, but both Alice and Tasha hit it off with Jamie right away. Bette's fidelity is compromised by Kelly Wentworth who offers Bette a job at her new art gallery. Also, Kit and Sunset Boulevard throw a "guys only" night at Hit! where Max and Tom continue to argue about their problems, and the following morning, Tom walks out on Max.

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