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 tries to bond more with Mark as she helps him prepare for the opening of their own restaurant, but soon discovers that the preparation and cooking of food is more hectic then she imagined. Dixon persuades Michaela to join his record label as his new talented star and asks her to sing at Naomi and Mark's restaurant grand opening party. Meanwhile, Annie begins having romantic feelings for Liam once again as she continues to ghost write her life story, while at the same time Liam tries to brew his own type of beer which gets a negative reaction from everyone who drinks it. Elsewhere, Navid is asked by Campbell to escort his fiancée around where Navid accidentally discovers that Campbell is using Navid as a shield so he can cheat on her. Also, Silver and Adrianna decide to use Mark's old food truck as a documentary-on-wheels set where they try to interview random people with their life problems.

Liam decides to open his own custom surfboard shop for women, but things get complicated when he becomes romantically involved with his first investor; a wealthy young woman named Sydney who is married. Meanwhile, Naomi tries to convince Mark to stay in Los Angeles after he receives an offer to be head chef at a restaurant in New York, while Annie feels that Naomi is tying Mark down and plots a scheme to make him leave after learning that Mark has a meeting of minds with Adrianna. Elsewhere, Dixon convinces Silver to direct Michaela's first music video before she gets pregnant but they learn that the scheduling date for the video is on the day of Michaela's insemination appointment. Also, Navid tries to land a prestigious marketing job by trying to impress his uptight would-be employer, Brock Page.

When Naomi is hired by a wealthy client to plan his wedding, Adrianna suggests they take a girls night out to forget their life problems which takes a sudden turn when (in a homage to 'Dude where's my car?' and 'The Hangover'), Naomi wakes up the next with no memory of the night before and finding out she's married. She teams up with Adrianna (who now has blond streaks) and with Silver to retrace the events of the evening before as well as to look for a missing Annie. Silver breaks the pact she made with Adriana and sleeps with Mark. Meanwhile, Dixon (at Mark's suggestion) hooks up with a bar girl to move on only to find out he has feelings for Michaela, as they spend more time together. Elsewhere, Liam secretly discovers that Campbell (whom is the stepson of Sydney) is plotting to frame Navid for the Cronos Society's cheating scam and he decides to socialize with the Cronos group to get close to them in order to find a way to clear Navid's name.

Jordan asks Naomi to plan a launch party for the latest hot writer, known as Author X, which forces Annie to admit her identity to Naomi. Silver worries that Adrianna is not okay that she is dating Mark. Meanwhile, Dixon finds out that Michaela has feelings for Navid.

Naomi helps Jordan's sister, Elizabeth, out of a messy political situation, and in turn makes a deal with his mother. Teddy returns to Beverly Hills after Dixon phones him to tell him that Michela has gone missing and asks for his help to find her. When Silver and company eventually find her, she announces that she has had a miscarriage. Meanwhile, Liam asks Annie to buy the Off Shore off him, so that he can leave to Australia with Sidney. Later Adrianna performs on stage after a performance from Fall Out Boy, but the night ends in disaster.