Navid and Dixon convince a music producer to shoot a music video at Shirazi Studios. Adrianna's suspicions are confirmed, and she tells Silver about her plot for revenge. Emily distracts Annie and tries to get close to Liam, but her plan backfires. Teddy leans on Silver for support. Meanwhile, reality producers follow Adrianna and her friends around trying to shoot a pilot, and Naomi is surprised by her reaction to a nerdy lab partner who helps her out.

Back to her old tricks, Emily messes with Annie's internship at the playhouse -- and with Annie's boyfriend. Silver convinces Navid to sign the release for Adrianna's reality show to help distract her and throw her off the track. Naomi bottles up her feeling for Max. After watching footage from her birthday party, Adrianna makes a stunning realization. Ivy meets a new guy, Raj and they strike up a friendship.

Dixon and Navid formalize their partnership, and a chance meeting with Snoop Dogg could mean good news for Shirazi Studios. Naomi tries to impress Max by dressing up in an Avatar costume, but doesn't quite get the reaction she was hoping for. After learning the truth about Navid, Adrianna vows to get revenge. Meanwhile, Annie and Liam work together to expose Emily, and Raj confides in Ivy.

When the group decide to take a vacation to Mexico for a much needed break, chaos ensues. Naomi brings her crush Max along, under the guise that she needs extra tutoring. Teddy encounters a former crush with surprising results, while Annie drags Liam around the city, determined to embrace the culture. Meanwhile, Silver and Adrianna's bitter feud over Navid comes to a shocking confrontation.

Naomi, sick of hiding her relationship with Max and afraid he might be cheating on her, follows him to an academic decathlon event, to confront him. Silver begins to behave erratically, which worries Navid and secretly pleases Adrianna. Raj helps Ivy overcome her fear of the water, while Annie starts working for lonely, aging actress Marla, and forms an unlikely friendship with her.

Annie convinces Marla to attend a Hollywood movie premiere of one of Marla's old films, while Ryan has an unexpected visitor and Teddy catches Marco in a lie and begins to wonder if he is being cheated on. Naomi finds out Max was accepted to a college in a different state, while Silver has a breakdown after receiving some upsetting news that causes Navid and Dixon to stage an intervention.

As the gang gears up for prom, Dixon and Annie find out some devastating news about their futures, while Ivy learns that Raj's health has taken a turn for the worse. While Silver is in the hospital, Adrianna tries to rekindle her romance with Navid. Meanwhile, Naomi and Max's relationship is tested to the limit.

Naomi makes a decision that could impact her future. Liam makes a revelation to Annie.

Naomi has spent the summer dealing with the shocking news of her pregnancy and quickly discovers she doesn't have the status at college that she did in high school. Annie receives some unexpected news that keeps her in town, while Liam returns from his summer away ready to commit to Annie. Dixon finds himself without a roommate or a place to live, while an unexpected visitor tests Navid and Silver's relationship after they move in together. Adrianna comes back to town looking for redemption, which she soon learns will be hard to earn back. Ivy and Raj struggle to deal with Raj's health getting worse, while Teddy struggles with coming out to his family.

Navid surprises Dixon with some studio time to apologize for messing things up with a music producer, where Dixon feels the pressure to create a hit song. Naomi plots revenge to take down rival Holly (guest star Megalyn Echikunwoke) and her sorority during the Greek games, which requires Austin's (guest star Justin Deeley) help, much to Naomi's dismay. Silver directs a disastrous commercial for Liam's bar, while Ivy feels torn between her relationship and her friends.

Silver is asked to make campaign videos for political candidate Marissa Harris-Young who is running against Teddy's Uncle Charles for public office. Teddy runs into an old flame and Annie gets stuck with Leila during an important date. A surprise visitor threatens to tear Liam and Jane apart, while Naomi can't shake her growing feelings for Austin during a party to encourage students to vote.

Liam gets offered a modeling job after an agent sees the commercial for his bar, while Annie finds herself starting to fall for an unlikely guy. During a charity talent show event to raise money for an experimental cancer treatment for Raj, Naomi is determined to win the contest in order to show up Austin's out-of-town visitor Sally. While working on his music, Dixon pushes his limits and starts spiraling out of control, which forces Adrianna to confront him.

Navid suspects that Liam and Silver hooked up so he decides to confront Liam on the red carpet of a movie premiere. (Guest stars include Robert Hoffman, Justin Deeley and Billy Ray Cyrus)

Naomi shocks everyone when she announces she won't be able to oversee Max's wedding because she has accepted a job in New York and will be leaving immediately.

Naomi shocks everyone when she announces she won't be able to oversee Max's wedding because she has accepted a job in New York and will be leaving immediately. (Guest stars include Josh Zuckerman and Trevor Donovan)

Naomi and runaway groom Max plan to elope to Las Vegas which goes terribly wrong when their car breaks down in the middle of the desert and they eventually both land in jail when they hitchhike a ride with a fugitive and armed robber. Meanwhile, Liam is forced to put his bar, The Offshore, up for sale in order to pay off the scheming and greedy Vanessa in order to buy out her $200,000 interest in Liam's movie contract. Navid later approaches Liam about becoming his business partner. Teddy is overwhelmed by Silver's request to father her baby. In Las Vegas, Adrianna continues her country music tour with Austin where she hooks up with a handsome stranger named Taylor, unaware that Dixon has got into a life-threatening car accident and is in a coma back in Los Angeles. Also, Debbie visits from Paris to see Annie after she tells her about Dixon's condition.

Naomi decides to throw a wedding reception when Max's investors continue to pull out of his and Alec's business. After some interesting words from Riley in physical therapy, Dixon lashes out at Annie for being too over protective of him while worrying that Adrianna sees him differently now that he is in a wheelchair. After being dissed by Liam and Navid, Silver develops feelings for a supportive Teddy, while awaiting for his answer on whether or not he will have her baby. Adrianna tries to avoid Taylor, who is now Liam and Navid's business partner, but is even more conflicted about her feelings for him when he kisses her. Also, Vanessa blackmails Liam into being with her after she gets her hands on a video of Liam walking away from the fire burning down the Offshore and tells people that they are engaged.

Naomi plans a romantic getaway with Max, intending to disclose that Alec kissed her, but when Max persuades Naomi to go camping and to perform a trust-building exercise, she freaks out when she's unable to complete it. Silver discovers that the nude pictures from her photo shoot have been posted on the Internet, and receives help removing them from Annie's new prospective beau, Colin, but she later regrets taking them down when she discovers how sexy she really can be. Liam enrolls in Lindsey's business law class, but she assumes he's not serious about his education. Liam's new movie co-star, Carrie, is harassing him to begin a relationship with her for publicity, so Liam attempts to escape by going camping with Navid and Dixon. When Liam goes missing in the woods, Carrie seizes the opportunity to alert the media to find him. Navid is annoyed at the fact that Dixon is performing at the opening of the Pop Up, due to the fact that Dixon hasn't healed and when he blurts out his feelings, it puts a strain in their friendship. Dixon encourages Adrianna to hire Taylor to create her new music video concept. After Taylor dares Adrianna to show him how sexy she can be, she realizes that she has feeling for him.

As Dixon continues to recuperate while receiving strange back pains, Adrianna confides in Annie that she and Dixon are having intimacy issues. Frustrated with Dixon's dedication to his career at the re-opening of Navid and Liam's new nightclub, the Pop Up, Adrianna goes to re-consummate her relationship with Taylor. Meanwhile, Navid hopes to show Silver how successful he's become with the launch of the Pop Up, but he becomes suspicious that Silver and Liam are seeing each other. Elsewhere, Silver continues her secret profession of burlesque dancing as an outlet for her emotions. Lindsey comes to the opening event to discuss Liam's business plan, and their animosity gives way to passion. Navid confiscates a attendee's phone and discovers a video of Lindsey and Liam having sex. Annie grows closer to Colin, but Riley suspects that Colin isn't who he appears to be. Naomi brings Max's former fiancée, Madison, to try to get her to reveal that Alec tried to destroy her own engagement with Max and in the process show Max the type of person Alec really is, but it doesn't go according to plan.

Max tries to figure out how his company's video game technology got hacked, so Naomi and Alec work together to demo the video game at annual Phenomi-Con in Santa Barbara despite both of them not trusting each other and both of them equally unaware that Colin is the real culprit behind the hacking. When everyone finds out that it was Colin all along, Annie is upset about choosing the wrong guy yet again but happy at the prospect of starting something with Riley. Meanwhile, Taylor feels guilty for hooking up with Adrianna, so he tells her to end things with Dixon if she wants to be with him. But before Adrianna can do so, Dixon collapses due to a spinal infection, and Adrianna learns that he stopped taking his pain medication because he was afraid to become addicted to drugs again. Liam and Lindsey keep their relationship under wraps, but when Navid's jealous streak gets the best of him, he arranges for Liam and Lindsey's sex tape to be shown in place of a sneak peek of Liam's new movie at Phenomi-Com that ends their relationship and Lindsey's teaching career. When Liam and Silver realize Navid leaked it, they both cut ties with him for good.

Annie and Riley's relationship suffers when Riley gets upset at the fact that Annie doesn't treat him like her other boyfriends just because he is in a wheelchair. Meanwhile, Adrianna finds out that she is performing at the Hollywood Bowl and thinks Dixon is going to propose to her after reading a text message on his phone. She then contemplates revealing that she cheated on him, but she doesn't when Dixon gives her a pair of beautiful diamond earrings and wants her to sign to his future record label. Naomi grows jealous when the replacement for Max's business partner is a hot young woman named Bryce and decides that she should be his partner instead. Silver is upset at the fact she still isn't pregnant and discovers that she may need surgery. Liam goes crazy after punching a paparazzi and getting arrested. His studio sends him a bodyguard, a female cop named Ashley Howard, but she later turns out to be an obsessed psychopath when she gets a picture of Liam tattooed on her back.

Naomi wants to get into a West Beverly High Alumni group, who are throwing an alumni event at the high school and does everything in her power to get in, such as donating a building, injuring her opponent in a football game, and throwing an after-party at the Playboy Mansion. Naomi also learns that Bryce double-crossed Max and had him fired so she could take over his job. Teddy returns for the alumni event and tells Silver that Shane broke up with him. Teddy and Shane decide to continue their relationship but Shane gets mad when he finds out Teddy and Silver are having a baby and tells him that they need to talk. Meanwhile, Dixon is happy when Adrianna signs with his record label until he finds the video of Adrianna kissing Taylor and she is forced to come clean about her tryst with Taylor. Adrianna's worst fears are realized when Dixon takes the news very badly and breaks up with her. But before she leaves, Dixon tells her that even though they are no longer together, he still owns her due to her signing with his record label also plans on giving her a very hard time. Annie gets a double blast from the past when she sees her ruthless overachieving cousin, Emily Bradford, at the event and finds out she is now a successful blogger, making her feel like she is a failure. She also sees her former flame Jasper Herman, who wants to apologize to Liam for what happened between the three of them, two years ago. When Liam continues to get threats about Vanessa, he tells Annie about what happened to Vanessa and the two confront Jasper, who reveals he is now in film school and wants Liam to read his script as a sign of forgiveness, plus Jasper knows nothing about Vanessa. Liam accepts Jasper's offer. Annie decides to start her own blog and writes about her relationship with Patrick.

With Max unemployed, Alec returns and offers to help him form a new computer company. Naomi attempts to persuade Bryce to rehire Max at his company after she takes over ownership, but she refuses. Naomi convinces Navid to take Bryce out for drinks to find out why she betrayed and ousted Max from his company. After a few drinks, Navid learns from the half-drunk Bryce that Alec set up Max's firing. Meanwhile, Annie decides to sign up for a writing program in Scotland for the next two years and gets Riley a tablet as a Christmas present, as a way of telling him which in turn angers him into thinking Annie doesn't want him to go with her because he is in a wheelchair. Elsewhere, Silver is distraught when Teddy refuses to sign over his parental rights and tries to convince her to let him co-parent the baby. Adrianna wants to reconcile with Dixon after he has been torturing her with work. Dixon tells Megan that he was in the accident that caused her father's death and instead of getting mad, she forgives him. Elsewhere, Liam receives another blackmail letter about Vanessa's accident which the blackmailer demands $500,000. Unsure who to trust, Liam shows the letter to Annie who agrees to lend Liam the money to help trap his blackmailer. But when Adrianna tells Ashley that she spotted Vanessa at a beauty salon, Ashley wrongly suspects that Liam is headed for a secret rendezvous with Vanessa and kidnaps him.

Annie, now in a coma and fighting for her life during surgery after being shot, wakes up and finds herself in an alternate reality where she sees what life would be like if she and her family never moved to Beverly Hills. Annie discovers herself working as an actress in a summer stock theater in Kansas and engaged to her old high school boyfriend, Jason. Annie also learns that her parents got divorced anyway, but Dixon is living in California and is a successful rap star, but to her dismay, no longer keeps in touch with his family and is living a reckless life. Navid happens to be Dixon's manager who tries to keep him under control to protect his image. Annie travels to Los Angeles and meets Naomi who works as a real estate agent had she never won her trust fund back. Teddy is a successful tennis pro-player, but has still never told anyone about his real sexual orientation. Adrianna is a successful actress and Hollywood's "bad girl" having never quit drinking, drugs or partying. Silver is a cynical Internet blog writer who isn't close to anyone and has her own website of writing dirt on celebrities. Liam is revealed to be attending college but has problems with delivering drugs for Dixon as to pay off a debt he owns to his old school rival Ty.

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.