Miranda discovers she was invited at Nick's, where all guests are asked with which movie star in the prime they would have loved to do it, to make a change with all those brainless models he keeps dating. The girlfriends see models as a living nightmare as those terribly demanded competitors actually walk around in Manhattan, giving them socially imposed inferiority complexes, except man-eater Sam. Carrie's friend poor painter Barkley, a serial 'modelizer', treats models as things and secretly videotapes his sex with them; Sam sees him as a challenge for her as superior non-model, and even insists to be taped. Stanford introduces Carrie to his friend and best client, gorgeous underwear-model Derek 'The Bone', who actually asks to stay the night with her and is even more shy and lonely then mortals who crave models, wanting to become a cop in his Iowa home town.

Carrie ponders the theory that all Manhattan men are freaks. After Samantha found out an eligible lawyer has a masochistic closet, she decides too cheer up herself by scheduling having her fanny's fat injected in her facial cheeks. When Carrie meets charming journalist Ben, she doubled-dates with his mate Luke and Miranda - a total misfit because she abhors his position that nothing outside is worth leaving Manhattan even for a holiday. Charlotte meets the legendary Mitch(ell) 'pussy' and experiences he never disappoints in bed, but can she really be satisfied without an actual relationship? Meanwhile Carrie gets freaked out by her failing to find Ben's freaky side, so she takes drastic action at his place.