Donna's distant cousin, Gina Kincaid, arrives in town for Thanksgiving where she fibs a little about her failed ice-skating career, and secretly shows her true arrogant colors while casting an eye on Noah. Meanwhile, Steve lacks emotional protection from Janet after their so-called romantic fling the night before. Noah worries that he may have been involved in a hit-and-run while driving drunk. David has other problems with the law when he has a one-night stand with Denise, a regular listener on his After Dark radio show... who turns out to be under 18. After another indiscretion by Valerie keeps Kelly and everyone else enemies against her, Valerie decides to go back to Buffalo to get away from the life she now loathes in Los Angeles for good.

A bizarre incident catches Dylan and Kelly together when they save a pregnant woman from a mugger in a parking lot, but they let Steve take the credit. Meanwhile, Steve goes undercover at a support group to get a story about sex addicts where David meets and falls for Katie, a member who becomes Steve's sponsor. Matt represents Gina in a salary negotiation when he unwisely suggests pushing for a higher demand for a possible job offer. Also, Donna meets more of Noah's family when he discovers a long-lost relative, a half-sister named Rene, from his late father's double life who's now working in a seedy diner.

Steve goes crazy on a Year 2000 "Y2K" millennium planning, ignoring or avoiding planning a holiday trip with Janet. Noah becomes openly hostile to Matt after he is hired to sue Noah's late father's oil company for environmental pollution in a class action suit. Meanwhile, Katie returns to David and wants to move forward with him, without sex. While babysitting her half-sister, Erin, in her mother's apartment, a hidden camera catches Kelly and Matt having sex in which, as a result of circumstances, ends up in Gina and Dylan's hands. Wayne, a fashion model, makes a play for Donna while Noah pressures her to keep her distance to the guy. Also, Dylan and Kelly deal with the fallout after their fling in Mexico is found out by Gina.