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.