Dixon struggles with temptation as he tries to make his way back into the music world, while Annie confronts Jeremy, who stands in the way of her inheritance. Naomi and Holly embarrass themselves in front of Janice Dickinson at a fashion show, while Navid reaches a breaking point with his uncle. Meanwhile, Teddy makes a big decision that upsets Silver.

Naomi is asked by her new party planner boss Rachel to oversee her arch-nemesis Holly's birthday party, while Annie breaks into Jeremy's apartment in a desperate attempt to get the proof she needs to keep her inheritance.

Naomi embarrasses herself in front of her boss Rachel in an attempt to get over her break-up with Austin.

Naomi is determined to fix the relationship between her boss Rachel and her daughter Holly, which forces Holly and Naomi to work together. Greg asks Silver to move to New York with him and Navid finds out some shocking information about Greg's daughter. Annie discovers Liam's girlfriend Vanessa might have been involved with his motorcycle accident.

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 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.