"Friends, Lovers, Brothers, and Others" was the technical second but chronological third episode of South of Nowhere that aired on November 11, 2005 on the teen drama channel, The-N.

Ashley is not too impressed with Spencer's new gal pal. Meanwhile, Clay finds common ground with someone he least expected and Madison puts Glen and Aiden in a possibly dangerous situation.

Ashley makes a video involving revelations of people's first time having sex. As Clay's first date with Chelsea nears, he is forced to face a lot of unwanted attention and even advice as everyone finds out he is still a virgin. Meanwhile, Ashley decides to get back at Madison and Sherry for spreading rumors about her.

Spencer and Ashley sneak out of the school while its under lockdown. While sneaking out, Spencer reveals her feelings towards girls, and Ashley tries to help but it hurts Spencer in the process.

Spencer and Ashley have a friendly competition for Aiden’s affection, which gets a little out of hand. Clay and Sean have a night from hell as they are on their way back from the movies. When two dead bodies come into the ER, Paula and Arthur are forced to deal with the harsh realities of living in Los Angeles.

Ashley and Madison have another clash in the girl’s locker room. In a little tussle, Madison discovers Ashley’s cell phone that has fallen out of her bag and the mischief begins. A basketball scout from a major University is interested in recruiting Glen and tries to persuade his decision with some expensive gifts. At home, Arthur finds a suspicious email. The Carlin family experiences their first California earthquake, which shakes the foundation of their friendships and marriage.

Spencer accepts a date with Aiden, which ends up confusing her even more. Clay faces trouble while searcing for his birth mother, while Paula and Arthur try couple's counseling as a way to deal with their issues.

After nursing Ashley through a rough night, Ashley and Spencer are closer than ever. Meanwhile, Clay borrows Sean’s car and heads to Arizona for a personal mission and Glen is on a rollercoaster of his own, with some great news from a college recruiter… followed by an event that may change his life forever.