Cambell begins shooting his children's video and steals away Britney, one of Ben's catalogue models, to star in it. Nell pursues a relationship with Michael but ends up getting hurt. Henry tires of having to meet Charlotte in motel rooms so she gets him an apartment. Jane tries to keep her sex life with Ben active but he suspects that her motives are driven by insecurities.

Campbell ends up having to take care of Nick after he's let out of rehab. Nick suggests that Campbell should sell his kidney in order to keep funding the failing video company. Leonard rejects Ben's sexier and hipper new company catalogue. Nell discovers that a former childhood bully has become an actress on a popular daytime soap opera. Henry recieves news that his father has passed away.

Campbell prepares for the production of his first children's video but finds that he is alone in the business despite promises from his friends that they would be involved. Henry wants to advance his relationship with Charlotte but finds it difficult when her husband returns home from a business trip. Nell ends up spending time with her father's friend, Michael, after her father cancels his plans to come to L.A. and see her. Ben begins hiring models for a new catalogue that he hopes will modernize the Chasin's company and impress his father.