With prom night quickly approaching, Annie, Adrianna, Naomi, and Silver get glammed up by a famous stylist. A dateless Annie agrees to attend the event with the extremely nerdy Charlie, who is massively crushing on the popular girl.
Naomi's older sister, Jen, unexpectedly returns to Beverly Hills.
Naomi is convinced that Annie's new business partner PJ is the perfect man for her, but discovers her sister Jen is also interested in him. Adrianna and Dixon land a spot in a music festival, where Train performs and a record company executive offers Dixon a recording contract. Elsewhere, Adrianna tells Liam about her suspicions that Vanessa staged the near-drowning incident.
Naomi's sister Jen arrives with her son for a surprise visit, and Adrianna and Dixon land a meeting with a major movie producer to discuss the music on his next film, but their plans are sabotaged by Vanessa. Meanwhile, Silver is accepted into New York University, while Ivy attracts attention on the underground scene when she switches to a less conventional style of art.
Naomi, Silver and Adrianna try to prove that Mr Cannon raped Naomi, Dixon fears for his life, and as punishment, Teddy and Ian are forced to work.
