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An academically-gifted teen, her model-beautiful older sister, and their newly-single mother leave small-town New Mexico in search of a new life in New York City.

Follows a fair parole officer and his parolee who wants to go straight but his former business associates are after him.

An influential New England gang loses its mob boss and turns to witchcraft to handle its criminal enterprises.

Five astronauts are sole survivors of an inexplicable apocalyptic event that caused Earth to suddenly blow up. An alien AI construct that's investigating similar incidents arrives and sends them five years into the past to stop the event.

Lynn creates a new design for her company's fashion launch and she asks Karen to model her design for her.

Karen grumbles the girls have no time for her. Her boss sends her to Chicago to run a fashion show, but her luggage gets lost. Only Julian can help, yet the ingrate keeps very distant. Sophie is facing a bad grade in chemistry. Karen, on diet pills, calls her away from study group after getting robbed and lost in the Bronx. Their ride home from a nightclub proves too adventurous. Gideon worries about Sophie, Nicky finds out and actually gets them looking, but gratitude is barely flimsy there too.

Lynn, Sophie, and Karen are invited over to the Fiskes' home in Hamptons for a weekend. While there, a game of "Truth or Dare" gets a little out of hand. Meanwhile, Sophie encourages Annabelle to tell Gideon how she feels about him.

Gideon's painting talent gets him an advantage at the Brighton Academy's 'white part', where boys paint T-shirts on girls, which are then handed over for charity auction. Nicky is delighted Sophie partakes and solves her unease to be 'handled' by painting hers himself. Jealous Paisley spills the boys' annual seduction bet. Enraged by receiving her long overdue divorce papers, Lynn scolds neighbor Joe Seplar for everything males ever did to females. Later she apologizes by offering the NPD detective a dinner, in order to end 20 years dating drought. She seduces the perfect gentleman onto her bed, then turns frigid again. Karen sleeps with fashion executive Kevin Strong. When he can't make their next dinner date, she lands him with a monster bill and rages when they meet, ending up with egg on her bitching face.

Karen eventually faces up to her personal problems. Meanwhile, Sophie and Lynn both have difficult decisions to make as Lynn's ex-husband Daniel turns up and wants Sophie and Karen to come back home with him.

When Lynn Kerr's daughter Sophie wins a scholarship to an elite school she must pack up her two daughters and move from New Mexico to New York City. As Sophie starts school she quickly finds out the school is run by the "beautiful people" and they aren't too impressed by her.

Nick and Gideon 'apologize', clearly just for the girls' sake. Nick joins the advanced photography class to be with Sophie, but she reproaches him 'taking' a really interested kid's place. Would-be model Karen develops anorexia and becomes a cocktail waitress in a nightclub, not listening to her mother's objections. She discover Tommy is the barman, and like her hid that lowly status, but they still end up together. Lynne is engaged at Toby Sayles's sports boutique, but resigns as soon as she realizes Julian's influence secretly got her the job. Paisly plays it cool when Nick dumps her, but is jealous enough to steal Sophie's camera, a gift from her dad. Nick helps her, leaves the class, but still learns about photography. Sophie fails to match her mother and photography teacher, David Stein, at the dinner her mother throws to 'make friends'.

Sophie and Nicholas get competitive for their mid-term project as Sophie challenges him to acknowledge their kiss and not to be embarrassed in front of his friends with her. Meanwhile, Karen makes a drastic decision about her job.

Sophie upsets Lynn by skipping school and then enrages her more by inviting her father Daniel to Brighton's Parent Night. Meanwhile, Karen gets a job working as an assistant to a famous photographer, thanks to Julian. Elsewhere, Gideon and Annabelle's attempts to get closer fail at every hurdle.

Lynn is under pressure as she faces possible eviction as well as the custody case with Daniel. Meanwhile, Karen discovers a secret.

Daniel decides to fight for custody of Sophie. Karen gets a new agent and accepts some unpleasant assignments just so she can move up in the modeling world. Meanwhile, Lynn and Julian's relationship takes to take it's toll on Sophie and Nicky.

All of the Kerrs get to experience their first snowstorm in New York all apart. Lynn is with Julian, Sophie and Nicky go to a party, and Karen uses Ben's invite to a party for her own use to meet agents.

Lynn finds out that Karen's new boyfriend Luke Dalton is the venture capitalist that is potentially financing her new fashion line.

Karen and Ben take their relationship a little further and Sophie and Chris share their first kiss.

Karen awaits the results of the modeling contest; Lynn takes control of the showcase; Sophie tries to come to terms with Chris.

Karen competes with other models for a spot in a national advertising campaign; Lynn grows less secure about the age difference between Jeremy and herself.