Jane suspects that Richard is still alive. Sydney suggests that they dig up the body to alleviate her sister's fears. They find that the body is gone, and someone has left a note threatening to turn the sisters in to the police unless they pay him $50,000. After initially trying to use counterfeit money, Jane and Sydney take the cash to the gravesite. Richard appears and points a gun at them. Michael finds Kimberly, who explains that she cannot remember the night of Bobby's murder. Peter is injured after picking a fight with a prison guard. Alison decides to move out of the building so that she and Jake can have time alone. Matt steals Michael's prescription pad to get access to more pills. Taylor convinces Kyle that they should buy a restaurant in Los Angeles.

Jane and Sydney escape when Jane hits Richard in the gut with a shovel. As a deputy is driving Jane and Syd to meet Samantha, they see Richard come out of a grocery store. Richard is killed in a shootout. At the morgue, Jane stabs his body with a brooch to make sure that he is dead. A sheriff returns their money, and orders them out of his town. Jane stops a bewildered Sam from moving out. Sydney invests her money in Jane's boutique. Amanda threatens Kimberly when she refuses to perjure herself. Kimberly later ensures Peter's release when she recalls a waiter who can serve as his alibi. Amanda is angry when Taylor shows up at the courthouse. Billy mistakenly believes Alison has invited him to her apartment, and gets into a fist fight with Jake when he finds him there. One of Matt's professors suspects that he is on drugs.

Peter fires Sydney after learning that she sold his house (which he had listed as a company asset) to pay the practice's debts. Peter has to move into Amanda's apartment. Sydney goes to work at the boutique. Billy goes on a date with Sam, but is still preoccupied with Alison. At the grand opening of the boutique, a drunken Billy announces that Alison and Jake are sleeping together. An outraged Jane throws Jake and Alison out of the store. After confronting Alison at her new apartment, Jane accidentally trips over some oily rags and sets the building on fire. Kimberly is ordered to appear before the medical board. She voluntarily surrenders her license and takes a job as the Burns/Mancini receptionist. Taylor has an appointment with Peter, and asks Amanda to handle advertising for the restaurant. Michael warns Matt to get clean. Matt nearly suffers a heart attack while high on PCP. He is later arrested for soliciting an undercover cop.

Jane saves Jake and Alison from the fire. Jane apologizes for her outburst, but later tries to seduce Billy to make the couple jealous. She also makes crank calls and throws a brick through Jake's window. Jake believes Billy is responsible, and assaults him when he and Samantha return from a date. Amanda is annoyed when Taylor and Kyle just happen to show up at the same Palm Springs hotel where she and Peter are spending their honeymoon. Arthur Field gives his son, Craig, a job at D&D. Billy overhears them plotting to destroy Amanda. Billy decides not to share this information after she bows to Arthur's edict and demotes him. Sydney is smitten with Kyle. When he expresses interest in one of Sam's paintings, Syd claims to be the artist's agent. Kimberly is emotionally unable to sleep with Michael. He meets an attractive woman while jogging along the beach. Matt checks into a rehab facility, where the head doctor takes interest in him.

Jane slashes Alison's tires. Jake catches Jane following Alison and him, and orders her to stop stalking them. Jane files a restraining order against Jake. Sam pushes Billy away after Jane shares details of his past, but Billy is able to win her trust. Amanda denies Craig's attempt to undermine her in front of a client. Amanda becomes annoyed when Peter neglects his job and begins hanging out at Kyle's restaurant and drinking heavily. Michael sleeps with Megan, the woman he met while jogging. Sydney tells Kyle that the artist she represents is a Russian immigrant named Samuel Kirov, and offers to sell him the painting. Samantha reluctantly agrees to this deception. Matt is thrown out of medical school, and suspects that the doctor at the rehab facility, Dan Hathaway, squealed on him. Dan tells Matt that the classmate who got him hooked ratted on people after he was busted. Dan helps Matt get back into school after he agrees to counseling.

Taylor reveals that she is the younger sister of Peter's late wife Beth. She hangs out with Peter while Amanda is away on a business trip, and helps him pick out a ring for her. Samantha gives Billy the brush-off after he laughs about Jake and Alison's problems. She begins dating Craig. Michael learns that Megan is a prostitute. Kimberly is diagnosed with an inoperable brain tumor. Michael vows that he will take care of Megan. After Michael leaves Megan's house, Kimberly arrives to discuss their ""arrangement."" Jake confronts Jane and emphasizes that their relationship is over. She realizes that she was taking her anger toward Richard out on him. Matt gives Dan the credit for his improvement at school.

Kimberly orders Megan to stop ""servicing"" Michael, but he refuses to stay away from her. Michael cuts off Megan's relationship with her clients. Kimberly tells Megan that she is dying, and asks her to take care of Michael. Michael asks Peter to recommend him for chief-of-staff, but Peter decides to apply for the job. Kyle forbids Taylor from seeing Peter. Alison takes a temporary assignment at D&D, much to Jake's chagrin. Jake offers to make her a partner in Shooters. Craig tries to move too quickly in his relationship with Samantha. While snooping through his father's files, he discovers that he holds a controlling interest in D&D. A disoriented Jane decides to go home to Chicago for a few days. Dan suggests that he and Matt slow down their relationship.

Craig takes the reins of D&D. Arthur pays Amanda to keep an eye on Craig so that the business can stay afloat until he resumes control. Kimberly pretends to catch Michael with Megan, and tells him she is filing for divorce. Jane learns she is adopted (and Sydney isn't) after she tries to donate blood before her mother's gall bladder surgery. She discovers that her birth mother lives in Los Angeles. Sam gives a painting to Craig, and he uses it to taunt Billy. Taylor consoles Peter when the patient in his first surgery since his arrest dies of post-surgery complications. He later freezes in the operating room. Kyle is furious when Taylor continues to spend too much time with Peter. Kyle sleeps with Sydney when she stops by the restaurant at night to deliver a painting. Matt becomes suspicious of Dan's controlling behavior. Jake is hurt when Alison doesn't jump at the chance to become his business partner.

Kyle rejects Sydney and vows to make his marriage work. Jane also pushes Syd away as she searches for her birth mother. She learns that her mother is a former actress named Sherry (Larson) Doucette. Alison seeks Billy's advice about her problems with Jake. She decides to serve as Jake's apprentice for a year before she considers whether to become a partner. Kimberly serves Michael with divorce papers. Arthur tries to legally contest the transfer of Craig's stock. Craig impresses Sam by renting her a studio to pursue her painting. Peter develops a fear of surgery. Dan is confronted by a former patient and lover during a dinner date with Matt. The man warns that Dan is a control freak.

Kimberly rejects Michael's final attempt at a reconciliation. He decides to stay with Matt for a while, but Kimberly urges Megan to get Michael back. Dan pressures Matt to move in with him. Peter turns to golf to lift his spirits when he fails to win the chief-of-staff position. Amanda puts up with his behavior, until he loses a large bet over a golf game to Kyle. Taylor convinces Peter to join her in lighting a candle in Beth's memory on the anniversary of her death. She reveals that she forged the final entry in Beth's diary so that Peter would be cleared. Arthur calls off his lawsuit when Craig threatens to reveal a family secret. Samantha abandons her studio when she realizes that Craig is expecting something in return. Sydney takes a second job as a hostess at Kyle's. Sherry meets with Jane at a mansion, and asks that she seek no further contact. Jane later discovers that Sherry actually lives in a small apartment, and tries to reach out to her mother.

Sydney resents Jane's new relationship with her mother. Sherry lies about the identity of Jane's biological father, but later reveals that he was a producer with whom she had slept to win a part. Amanda and Craig take a business trip to Palm Springs. When Peter arrives to surprise Amanda, he finds her having dinner with Craig and wearing a pearl necklace. Peter refuses to listen to her explanation, and trashes the restaurant. Amanda throws him out of the apartment. Taylor decides to donate one of Samantha's paintings to a charity auction. Sam (who hasn't received any money from the sales) tries to buy it back, but Sydney bids on the painting to drive up the price and make Kyle look generous. Sydney is in a bind when she accidentally buys the painting, and hopes that the man who bid against her will take it off her hands. He is actually an employee of computer genius Carter Gallavan, who buys the painting and takes a liking to Syd. Billy retrieves the painting that Sam gave to Craig. Bi

Michael tries to reunite Peter and Amanda in the hopes that Peter will again make a contribution at the office. Kyle tries to play matchmaker at his birthday party, but Amanda isn't ready to talk to Peter. Peter regains his confidence when he witnesses an accident and saves the driver with an emergency tracheotomy. Carter gives Sydney a beautiful sports car, but is too busy to spend time with her. Samantha sleeps with Billy after he secretly buys a bunch of her paintings to try to help her make it to a family reunion. Michael is reluctant to sign the divorce papers. Kimberly convinces Megan to take Michael to Las Vegas in the hopes that he will marry her. Sydney confronts Jane when her sister rejects the Andrews family to spend all her time with Sherry. Sherry's boyfriend Ed tells Jane that her mother is an alcoholic, and has begun drinking again because of her guilt about giving up Jane. Dan becomes physically abusive toward Matt.

Michael signs the divorce papers, and marries Megan during their trip to Las Vegas. Peter learns that Kimberly has a brain tumor, and breaks the news to Michael. Jane is robbed at gunpoint at the boutique. Sydney calls her parents, who come to Los Angeles to comfort Jane. Jane decides to go home to Chicago for a while, and agrees to stay in touch with Sherry. Sherry and Ed get engaged. Jane turns the boutique over to Syd, and says goodbye to her sister and friends at the airport. Alison learns that she is pregnant. Amanda gets Craig drunk during an evening out. He reveals that Arthur murdered Craig's grandfather when Craig was twelve. Matt agrees to move in with Dan. When Jake and Billy become suspicious of Matt's black eye, Dan accuses Matt of betraying him. He assaults him again. Sydney pushes Carter away when he still cannot find time for her. His assistant, Walter, tries to pay Syd to stay with Carter.

Michael insists on spending time with Kimberly after learning of her terminal illness. She reveals to Megan that she will crash her car during the next rainstorm. After it begins to rain, Megan forces Michael to drive her to Mulholland. She tells him the entire story of her relationship with Kimberly. Their car crashes into Kimberly's and flips into the air. Walter secretly pays a bill for Sydney after Taylor refuses to let Kyle bail her out. Sydney tries to tell Carter about Walter's behavior, but he interrupts to reveal that he wants a relationship. Amanda uses Craig's revelation to blackmail him. When Arthur learns that the secret is out, he confronts Craig and Amanda. He agrees to pay them five million dollars, but Craig tries to strangle his father. Arthur suffers a fatal attack. Jake and Alison get engaged. Peter threatens to ruin Dan's career unless he seeks counseling. Dan confronts Matt, who stops him from driving drunk. Dan apologizes and agrees to seek treatment.

Kimberly pulls Michael from the wrecked vehicle while Megan calls for help. Michael experiences internal bleeding, and flatlines. He dreams that Kimberly is a devil trying to lure him into the Melrose pool, while Megan is an angel who wishes to rescue him. Peter revives Michael, who credits Megan with giving him the strength to go on. Megan convinces Michael to support Kimberly in her final days. Sydney stakes a claim on Jane's old apartment, forcing Samantha to the streets. Sam seeks the legal assistance of her attorney ex-boyfriend, Kenny. Billy is about to ask Sam to move in with him when Kenny arrives and threatens to sue Amanda. Amanda declares that Sam can stay as Sydney's roommate. Syd spends a romantic weekend with Carter in San Francisco, but it is cut short when Carter discovers how to repair a glitch in one of his computer games. Walter convinces Carter that Syd is extorting money from him. Peter moves into a new house, but seeks to maintain a relationship with Amanda. Taylo

Megan becomes concerned by the amount of time Michael is spending with Kimberly. When Megan convinces Michael to ignore a call from Kimberly and spend the night with her, Kimberly suffers a seizure. Taylor discovers that the new chief-of-staff won the job because he is sleeping with Dr. Shulman. Peter uses this information to blackmail Dr. Shulman. Nick becomes suspicious of Taylor's relationship with Peter. Nick and Kyle are arrested in a barroom brawl at Shooters. Kyle offers to host Jake's bachelor party to make it up to him. Billy isn't sure that Jake and Alison are ready for marriage. Craig tries to use his expected inheritance to seduce Amanda. Roommates Syd and Samantha are at each other's throats. Billy asks Sam to move in with him. Carter continues to reject Sydney.

Kimberly persuades Michael to grant her dying wish by sleeping with her one last time. Amanda uses Craig's infatuation with her to trick him into giving her half of D&D. Craig learns that his father cut him out of the will. Peter is appointed chief-of-staff. Taylor offers to cook him a celebratory dinner, but he stands her up to go to a dinner party with Amanda. A drunken and depressed Craig shows up on Amanda's doorstep, and she lets him sleep on the couch. The next morning, Craig leads Peter to believe that he slept with Amanda. A distraught Peter sleeps with Taylor. Alison and Jake are to marry in a civil ceremony, but Alison hides in the bathroom at City Hall. Jake postpones the ceremony. Alison becomes fed up with Jake's attempts to control her and turn her into a housewife. She stays with Billy and Sam, then decides to visit her sister to avoid the meddling couple. Jake believes that Alison is going to have an abortion, but she does not. Alison returns home and moves in with Aman

Megan is furious to learn that Michael has slept with Kimberly. She forgives Michael, but then stakes out the beach house and nearly runs over Kimberly. Kimberly is astonished to learn that her tumor is in remission. Kyle gives Carter a job at the restaurant. Craig pays Nick to produce evidence of Taylor's affair with Peter. Taylor's liaison with Peter at the restaurant is interrupted when Kyle returns early from an out-of-town trip. Alison returns to work at D&D. A drunken Jake trashes the office. He leaves town, and decides to visit the home of his ex-girlfriend Colleen and their son, David. Colleen gives him advice about Alison, and he helps David deal with his anger over his adoptive father's frequent absences. Samantha is unnerved by a tender moment between Billy and Alison.

Nick follows Taylor to Peter's house and witnesses a romantic encounter. He later photographs the couple's late-night rendezvous at a golf course. Megan discovers that Kimberly's illness is in remission. Michael reaffirms his decision to stay with Megan; but she is disturbed by a visit from Josh, her former pimp. David tells Jake that he knows that he is his father. Billy disapproves of Sam's attempt to reunite Alison and Jake. Billy later apologizes to Sam, and Alison takes Jake back. Sydney and Carter are robbed at knifepoint, but Kyle punches the man out and chases him away. Carter asks Sydney to join him on a getaway in Mexico, but overhears her telling a boutique customer that she loves Kyle. When Syd arrives at the airport, Carter tells her that he is returning to his company, and wishes her a nice life.

Nick drops hints about the photos to Peter. Taylor drugs Nick while Peter removes the pictures from his apartment. When Kyle arrives home, Taylor pretends that Nick is attacking her. Nick accuses Taylor of having an affair, but cannot produce the photographs. Kyle throws him out of the building. Nick records an illicit phone conversation between Peter and Taylor. Craig drives Amanda to Peter's house, where she sees him with Taylor. She punches out Taylor and sleeps with Craig as revenge. Josh threatens to publicly expose Megan's past unless she pays him off. He tells her to meet him at a hotel room, then tricks Michael into believing that she has returned to prostitution. Josh meets with Kimberly, who had arranged his parole. She gets him a job running AV equipment at a hospital party. He threatens to run an X-rated video of Megan unless she turns one last trick for him.

Amanda rejects Craig, who seeks a relationship after their night together. Kyle realizes that Taylor has been lying to him. He visits Nick's motel room and forces him to play the recording. Nick threatens to kill Peter unless Taylor pays him $5000. Nick attacks Peter with brass knuckles. Kyle stops Nick from killing Peter, and helps him skip town. Kyle throws Taylor out of the apartment. Josh plays Megan and Kimberly against each other. Megan is arrested for soliciting an undercover cop. Michael bails her out, but breaks up with her. Matt's brother Luke dies in a plane crash. Matt is shocked to learn that Luke named him the guardian of his teenage daughter, Chelsea.

Michael takes Megan back after learning that she has returned to the streets. A woman sues Sydney after she is injured by a display at the boutique. Kyle's plans to force Taylor from their partnership are squashed when Sydney accidentally tells Peter that she slept with Kyle. Alison is confined to bed due to complications in her pregnancy. She gets caught up on all the gossip as she overhears arguments in the courtyard. She hears Taylor tell Kyle that Peter was her brother-in-law. Although Jake feels Alison should mind her own business, he shares this detail with Amanda when she tries to blame herself for the failed marriage. Amanda has Craig drive her to Peter's house to confront the couple. She forces Peter to realize that Taylor's appearance in the apartment building was no coincidence. Matt finds it impossible to cope with Chelsea's rebellious behavior. She runs away after overhearing Matt agree to leave her with his mother.

Kimberly collapses during an argument with Michael. She learns that she has an aneurysm, but refuses to undergo surgery. Megan (who has been hired as Burns/Mancini's receptionist) tries to use company money to pay for a private nurse. Michael accuses Kimberly of faking her illness, and arrives at the beach house to find her clinging to life. He calls her mother and suggests that she come to L.A. Matt is unable to track down Chelsea, but she later checks into a halfway house. Samantha convinces Chelsea to return home by sharing her own experiences as a runaway. Matt agrees to let Chelsea stay with him, although his mother doesn't feel that he is a fit parent because he is gay. Sam comes home from a date with Billy to find her father, who says he has been released from prison. Sydney meets Hilda's sleazy lawyer, Harry Dean, and begins to suspect that Hilda is faking her injuries. Jake is angry when Alison disobeys her doctor's orders by going back to work for a presentation. She later co

Kimberly's mother and Michael argue when Mrs. Shaw announces her intention to take her daughter back to Cleveland. Michael insists that Kimberly is too weak to travel. Before her departure, Kimberly convinces Megan to take her to see Michael. When her mother tries to stop her, Kimberly collapses in her arms and dies. Michael claims to feel no guilt, but later says his last goodbyes before the body is shipped home via train. Sydney is twice foiled in attempts to prove that Hilda is faking her injuries. Sydney loses all her assets, and Harry tries to convince her to help him stage accidents. Alison loses the baby, and learns that she cannot have children. She proposes to Jake. Billy clashes with Samantha's father, who manipulates his daughter into giving him money and letting him stay in the apartment. Sam reveals that it was her testimony that helped put her father behind bars after he held up a store. Craig pouts when Amanda invites Kyle along on their ""date.""

Jake and Alison hit the road in the hopes of finding a place to get married. Their car breaks down in a small town, where they eventually tie the knot. Jake allows Alison to sample some of the champagne provided by the motel manager. Sydney rejects Harry's overtures and returns to work at Kyle's. Kyle refuses to get involved with Syd because he is not ready for a relationship. When Sydney sees Amanda making time with Kyle, she decides to participate in one of Harry's scams to take her down. Syd hurls herself down the stairs at D&D while waitressing at a party. Taylor realizes that Peter is trying to turn her into Beth, but decides to go along with it to make him happy. Kimberly appears to Megan in a dream and warns her that Michael destroys his wives. Megan backs out of Michael's scam to discredit Peter. Chelsea's mother, Denise, apologizes for leaving her; she convinces Chelsea to live with her in Europe. Reilly threatens Billy.

Sydney suffers broken ribs and a separated shoulder in her fall, but her pain is eased when she learns that she could receive five million dollars. Craig tells Amanda that he will take care of the lawsuit by seducing Sydney. Kyle escorts Amanda to a company function, and shares his dream of owning a jazz club. She offers to invest money to help him start a club, hoping that this will hide her assets from Syd. Sam secretly borrows money from Billy to help her father sneak across the border. Michael's sister Jennifer comes to town and stays at the beach house. Michael helps her get a job interview at D&D, where she insults Amanda. Megan befriends Jennifer. Matt decides to fight for custody of Chelsea. Colleen visits, and tells Jake that her marriage is in trouble. Alison fears that she can never make Jake happy because she can't have children. Peter is furious when Taylor ""researches"" her role as Beth through home movies.

While having lunch with Megan, Jennifer hears Kyle's voice. She slaps him. Kyle visits her at the beach house, and apologizes for the way he broke off their Boston affair. Michael throws Jennifer out after learning about the affair, and that she has dropped out of school. Amanda and Kyle find the space for their jazz club, but Amanda isn't sure she should get involved with him after hearing of his flings with Syd and Jennifer. Sam's father refuses to leave town, and extorts more money from her. Denise convinces Chelsea to keep a diary as evidence against Matt. She takes notes when a male friend who has just lost his lover to AIDS spends the night on Matt's couch. Craig and Sydney draw closer. He chases away a private investigator hired by Amanda to spy on Syd. Billy is alarmed to learn that Alison is drinking, but Jake isn't concerned. Alison gets fired after drinking and causing D&D to lose a client. She and Jake decide to adopt. Michael pledges to help Taylor after learning of Peter'

Amanda and Kyle seek divorces so that their spouses can't get a cut of the jazz club. Sydney decides to give up her lawsuit for a $50,000 settlement because she doesn't want to hurt Craig. Harry threatens to turn her in to the cops. Peter becomes increasingly abusive toward Taylor, and nearly hits her. She and Michael plot to knock him off his pedestal. Billy and Sam lie to the police about Reilly's whereabouts. They are arrested after Amanda tells the cops that Reilly has been staying in the building. Jennifer takes a waitress job at a strip club, although Megan warns that she may be in over her head. Jake and Alison blow a chance at adoption when they are caught drinking heavily. They decide to leave Los Angeles. Matt and Denise bicker over their temporary custody arrangement.

Michael decides to convince Peter that he has a disease called rage epilepsy. He and Taylor drug Peter, then tell him that he struck Taylor during a blackout. Taylor fears that Peter would recognize a make-up job, so she strikes herself in the face with a door! Craig roughs up Harry to get him to stop harassing Syd. Sydney receives a settlement of $50,000 and a consultant position. She sleeps with Craig. Megan tells Kyle about Jennifer's job situation. He rescues her from the strip club and lets her stay at his apartment. Kyle and Amanda finalize their divorces in the Dominican Republic. They seem interested in each other, but Amanda is put off when she learns that Jen is staying with Kyle. Billy and Sam are questioned by the police. They continue to pay off Reilly, but he refuses to leave the country without his daughter. Jake and Alison decide to sell Shooters and buy a diner in Ojai, California. Alison realizes that Jake is not content with his life. Denise questions Matt's parental

The jazz club celebrates its grand opening. Amanda pushes Kyle away after he hires Jennifer as a bartender. Sydney undermines Amanda's authority at D&D. Amanda tries to get back at her by making a play for Craig, who is no longer interested. Michael and Taylor stage more ""blackouts"" for Peter. Michael diagnoses him with rage epilepsy. Megan becomes suspicious of Michael's ties to Taylor. Sam finally agrees to go to the police about her father, but he sends a decoy to their scheduled meeting point. Colleen and David pay a visit, as Colleen's husband has left them. She is taking a job in Hawaii, and wanted Jake to spend a little time with their son. Alison continues to drink heavily. She urges Colleen to stay in town for a few days while she comes up with a plan.

Sydney and Craig decide to quit D&D and start their own agency. They steal all of D&D's clients and employees. Syd and Craig get engaged. A panicked Amanda tries to back out of the jazz club, as she needs the money to keep her agency afloat. Unable to violate doctor-patient confidentiality, Michael has Taylor goad Peter into a public temper tantrum so that Megan will expose his ""rage epilepsy."" Michael tricks Peter into turning the chief-of-staff job over to him. Alison mocks Jake's dream of running the diner. She pushes him into spending more time with Colleen and David. Jake catches Alison drunk and in the company of another man. She had actually staged the incident with a friend from AA to drive Jake away. Sam is arrested because the police suspect she tipped off her father. Billy agrees to keep an eye on her and report suspicious activities to the authorities. Denise's new boyfriend tries to come on to Chelsea while her mother is asleep.

Amanda suffers a breakdown as she sees her agency slip through her fingers. Alison convinces David to get Jake to invite Colleen and him to move to Ojai. Alison decides to divorce Jake and move to Atlanta. Billy meets her at the airport, and she kisses him goodbye. Denise wins custody of Chelsea, even after her daughter reveals the incident with her mother's boyfriend. Denise has a change of heart and decides that Chelsea is better off with Matt. Peter realizes that Michael set him up after a test reveals that he doesn't have rage epilepsy. He throws Michael through a window at the office. A hurt Megan rejects Michael. Peter takes Taylor away for the weekend, and is about to push her off a lighthouse when she announces that she is pregnant. Reilly flees to Mexico to distract the police, then returns and kidnaps Sam from the grocery store. Kyle bolts from Sydney's wedding after learning that Amanda is planning to move to New York. He stops her from leaving and sleeps with her. Sam pulls