Naomi and Max seek the help of a marriage counselor, who advises Naomi to work on herself which leads her to plan a toddler's beauty pageant. After going on countless interviews, Max realizes that what he really wants to do with his life is attend a program at MIT. But Naomi doesn't want to move to Massachusetts. Meanwhile, Megan can't afford to stay at CU for the next semester unless she gets a scholarship. She refuses to accept help, and won't work for Dixon, in spite if his insistence. So Dixon goes behind her back and sets up an anonymous scholarship for her. But that plan backfires when Adrianna discovers that it was her hard earned money for Dixon's label that he used to fund the scholarship. Navid attempts to enroll at CU in order to pledge to be tapped by a secret society. Navid also learns that Teddy's embryos are Silver's one and only chance of having a baby, he goes to Teddy and demands that he let Silver have them. Reluctantly, Teddy agrees. But when Silver visits Teddy's lawyer, she realizes that there's a catch. Silver must find a surrogate mother, meaning she can't give birth to her own baby. Liam gets kicked out of a boxing gym because he sparred too violently as he continues to take out his anger and frustration over his kidnapping. Also, Annie learns that Riley is undergoing experimental back surgery in order to walk again. With Dixon's help, Annie rushes to the hospital in the hopes that she can stop him. When she arrives, the surgery is already complete. He seems perfectly healthy until later that night when Annie calls to check on him and learns that he suffered a blood clot in his lung and passed away.

Naomi and Max co-host a charity football game which re-kindles old feelings.

Annie becomes somewhat angry at Naomi whom has tracked down their real biological half-brother Mark Holland, a local chef who owns a gourmet food truck and Naomi tries to institute herself into Mark's life by holding a CU Food Truck Cook-Off competition where Wolfgang Puck is judging. Meanwhile, Liam experiences some symptoms of post-traumatic stress disorder while preparing to testify against Ashley, but he continues to refuse to talk about his feelings or deal with them. Navid falls further into the Cronos society's nefarious doings when he learns that Campbell runs a "cheaters club" in exchanging test answers to finals. Also, Silver becomes more overbearing with her surrogate Michaela whom begins to resent being Silver's pampering. Backlisted by the music industry, Adrianna is asked to substitute as a lead singer for a band in a Battle of the Bands competition at CU which Annie throws for Dixon who is looking for new fresh talent.

Naomi ayuda a la hermana de Jordan, Elizabeth, a salir de una complicada situación política, y a cambio hace un trato con su madre. Teddy regresa a Beverly Hills después de que Dixon le llama para decirle que Michela ha desaparecido y le pide ayuda para encontrarla. Cuando Silver y los demás finalmente la encuentran, ella anuncia que ha tenido un aborto espontáneo. Mientras tanto, Liam le pide a Annie que le compre el Off Shore para que pueda irse a Australia con Sidney. Más tarde, Adrianna se presenta en el escenario después de una actuación de Fall Out Boy, pero la noche termina en desastre.