Sophie and Nicky compete against each other in a school's midterm project, which is run by Julian. Sophie chooses to focus her's on the B.P'.s and Nicky tries to get Karen to help him out. Lynn has trouble finding a new job and has dinner with Mr. Stein. Also, Karen makes a drastic decision involving her nightclub job.

Daniel decides that he will fight for custody of Sophie. Meanwhile, Karen accepts some unpleasant assignments just so she can move up in the modeling world. As Lynn and Julian's relationship continues, it begins to takes to take it's toll on Sophie and Nicky. Also, Gideon sees Annabelle in a brand new light.

The Kerrs get to experience their first snowstorm in New York. This gives Lynn an opportunity to spend a romantic afternoon with Julian. Meanwhile, Karen finds an invitation at Ben's studio and uses it to sneak into party to meet some modeling agents.

Lynn has to look for another financial backer for her and Maddy's new line. Soon she finds out that one of the potentials is the boyfriend of Karen. Sophie goes on the overnight field trip to the ski slopes to decompress from the custody battle and the departure of her boyfriend. Here she gets closer to Chris.