Frustrations are growing at the agency when super hot male model, Vinci, shows just how big an ego can get. Britt's innocence starts to reveal, as her moral boundaries are put to the test when a photographer asks her to remove her bra in a shoot.
Teddy, the party boy, sets his sights on Britt and flirts with her during a night on the town. His efforts seem to pay off. Sabrina's insecurity about her skin deflates her confidence while her twin Kelly's confidence soars at her sister's misfortune. The models are starting to l earn that beauty business can get really ugly.
Britt gets the low down on dating male models, while Tracie begins to lose her footing in the competitive world of modeling and realizes that she doesn't have all of the answers. Teddy decided to go for Britt, not knowing the depth of her feelings, or the shallowness of his own.
Teddy is sure about his romantic feelings- surprisingly they are not towards Britt. Sabrina's skin is starting to heal while jealousy moves in to the apartment, further creating a wedge between the rivaling twins that pulls them further apart from each other.
The twins are breaking apart, possibly without repair. Sabrina sees a side of her sister that she won't soon forget, while Vinci continues to be a problem for the agency. They come down hard on him, but he doesn't see the problem and wonders if it is time to find a new agency.
Heidi and Teddy finally see that they have nothing in common. Sabrina and Kelly have reached their limits and are taking sibling rivalry to new heights. Teddy realizes that he's waiting for that "sweet girl," but Britt is still weighing her options. Everything and everyone is changing, and that's not enough, the girls have a new and very unexpected roommate.