SARA FOSTER GUEST STARS – Naomi's (AnnaLynne McCord) sister Jen (guest star Sara Foster) arrives with her son for a surprise visit. Adrianna (Jessica Lowndes) and Dixon (Tristan Wilds) land a meeting with a major movie producer to discuss music on his next film, but are sabotaged by Vanessa (guest star Arielle Kebbel). Meanwhile, Silver (Jessica Stroup) gets accepted into New York University and Ivy (Gillian Zinser) attracts attention in the underground scene when she switches to a less conventional style of art.
Jen is back and super happy for some reason, claiming that as a person, she has changed. She has not had much luck with the men in Paris so she is hopeful to find a handsome billionaire, Naomi reveals that she has started her own party planning business but her sister is too wrapped up in her own stuff to pay attention. Dixon comes to see Adrianna at work to tell her that a track was heard by a movie producer and they are wanted in a meeting. Adrianna is hesitant but Dixon wants to know that she is in this one hundred percent and nothing is holding her back. Something is she is supposed to cover Liam’s shift but she is forced to quit choosing music over waitressing. Annie is still having a hard time dealing with her newfound wealth and the people who surround her. It is Beverly Hills, Silver is anxiously awaiting to find out if she got rejected from NYU again. She is also baby-sitting Jen’s son while Naomi is trying to prove how worthy she is.
Silver finally got in to NYU but all Naomi can think about is cleaning up her house for a meeting with a publishing powerhouse. Liam has been given a script by Vanessa and he is an awful actor. Vanessa calls the number to confirm Adrianna’s meeting with Dixon so that she can get the location and block anything good from happening to them. Speaking of blocking, Jen interferes with Naomi’s publishing event meeting. One problem: she has no office to work out of. Adrianna gets a phone call that they are wanted at another meeting at the same time as their other scheduled meeting. She is completely on board with everything while Naomi is trying to get Annie on board with finding an office. They do stumble upon a decent place until they walk in and realize that it is a sex shop that will not shut down because it is almost Valentine’s Day, their busiest time. With Naomi’s negotiating skills and a few thousand dollars, she has secured herself a lot of sex products and a temporary office space.
PJ encourages Annie to shop big if she wants him to work with her; she reminds him that she went to West Beverly High so she knows how to shop. When she picks out a fabulous bag, PJ buys it for her and they are now going to be doing charity work together making bags. Vanessa is with the music producer and she is all over him like he is a pot of gold, much like Jen who comes in with Naomi’s potential client, William to her “office.” Her client not only hires Naomi but asks Jen out on a date. Silver is now at the doctor’s office getting her shots for college where her doctor reminds her that she has to get tested for breast cancer. It is genetic and she has to be informed about it. Jen is trying to convince Naomi that she is going to make William fall love with her while Annie returns home with her new purse. She soon learns that this purse is not $1000 but rather $40,000 causing her to run out, leaving Naomi to deal with her nephew alone. While Adrianna and Dixon are trying to reschedule their sabotaged meeting, she reveals that she has quit her job with Liam so she needs the music thing to work out. He reassures her that if their music career fails, it won’t impact their relationship at all.
Silver comes to see Naomi and is not excited at all about NYU at this point, especially after the breast cancer chat. Naomi can only have sympathy for so long when William phones her to tell her that he has left his wallet and his coat in her “office.”Naomi finds his wallet along with a wedding band inside of it and realizes that he is playing Jen as much as she is playing him. As Naomi jumps out of the sex shop window, the cops appear and she cannot believe the mess that she is in. To disguise herself, Naomi dressed up like a sex shop employee but apparently the cop is a regular there and has never seen her. She is taken down to the station and Jen will be her one phone call. Annie storms in to PJ’s house with the bag that he bought for her telling him she is out of the game and wants to do things on her own. Naomi has been bailed out by Jen who is still on a date with William where she reveals that he is married.
He threatens to take the party away from her until Jen steps up and says he has to give Naomi the job or his wife will know what scum he is. Silver is talking to Liam at the restaurant and she is questioning her choice to go to NYU as he tells her he got a small part in a movie per Vanessa. Adrianna comes back to the restaurant to ask Liam for her job back and he says that he can’t because he already gave the job away. Through this, he tells Adrianna that Vanessa met the director at a hotel and that is how he got the movie part leading her to realize that she has sabotaged them.
Liam helps Silver get a job as a PA so she has decided to stay away from NYU for now. PJ comes to see Annieto tell her about an epic business fail that he had when he tried to do it all on his own. It has scared him for life but something about Annie appeals to him. He asks Annie to be his partner again and she coyly smiles. Jen confronts her sister and Naomi says that she was just trying to impress her. Jen is already impressed by her house and her friends and the life that Naomi has built. Naomi encourages Jen to give up chasing boys like she did and focus on her own business venture. That is all shot when Naomi encounters PJ in her hallway.
- Shenae Grimes as Annie Wilson
- Tristan Wilds as Dixon Wilson
- AnnaLynne McCord as Naomi Clark
- Jessica Stroup as Silver
- Jessica Lowndes as Adrianna Tate-Duncan
- Matt Lanter as Liam Court
- Gillian Zinser as Ivy Sullivan
- Arielle Kebbel as Vanessa Shaw
- Sara Foster as Jen Clark
- Nick Zano as Preston Hillingsbrook
- Yani Gellman as Diego Flores
- Dylan Neal as William Paddington
- Catherine Haena Kim as Amanda Dean
- Naomi [to Jen]: You don't need a man and neither do I. We can be a team.
- Jen [to Naomi]: Glad to see you didn't sleep in the god-awful Catwoman costume.
- Preston Hillingsbrook: I happen to believe life means something if you enjoy it.
- Naomi [finding Paddington's wedding ring]: Son of a bitch is married.
- Naomi [accidentally grabbing a vibrator in the dark]: Okay, not a flashlight!
- Naomi [to Silver]: Have you started practicing hailing cabs and being snobbish about pizza?
- Naomi [to sex shop workers]: I take it that role-playing is on your resumes.
- Ivy: I'm not afraid of taking risks, I'm just sick of them.
- Naomi: My home looks like a well-appointed Chuck E. Cheese.
- Preston Hillingsbrook [to Annie]: New money, new guilt.
- Jen: Everyone in Paris is much too willowy...especially the men.
- Naomi [to Jen]: Are you forgetting the time when you tried to make fanny packs in Beverly Hills a felony offense?
- The episode title Babes In Toyland is named of a operetta from 1903.
- Silver's aunt, grandmother and mother all died from cancer.
- "Beautiful Magic" by Nushu
- "C'Mon Doll" by My Goodness
- "Details" by Lonely Estates
- "Diamond" by Victory
- "Distant Neighborhood" by Big Deal
- "New Symmetry" by Wires In The Walls
- "Patience Gets Us Nowhere" by Capital Cities
- "Soft Shirt" by Wires In The Walls
- "Synchronicity" by 8 Million Stories
- "The Kids Were Wrong" by Memoryhouse
- "Traffic Lights" by Alexander Cardinale
- "Waiting For You" by Nneka