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.

Silver is coerced into spending the entire day with Adrianna, doing risk-taking challenges, a carefree adult in their 20s would do after she keeps putting off her insemination appointment. She later has a naked photo shoot, thanks to a suggestion from Naomi. While Max is away on business, Naomi does everything she can to have Alec like her and later, when they soon begin to bond, he kisses her, putting her in a tough position of whether or not to tell Max. Meanwhile, Annie has a reluctant Dixon meet with a therapy group at CU, when he loses hope at ever walking again and meets Megan, the daughter of the dead truck driver that caused Dixon's car accident. When a police detective begin questioning Liam about Vanessa's whereabouts, he contemplates telling the truth about the accident and facing serious jail time until he learns that the police have discovered Vanessa's criminal history and believe that she has simply run off again, leaving Liam relieved.

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.

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.

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.