KELLIE PICKLER GUEST STARS – Liam (Matt Lanter) gets offered a modeling job after an agent sees the commercial for his bar, while Annie (Shenae Grimes) finds herself starting to fall for an unlikely guy. During a charity talent show event to raise money for an experimental cancer treatment for Raj (guest star Manish Dayal), Naomi (AnnaLynne McCord) is determined to win the contest in order to show up Austin's (guest star Justin Deeley) out-of-town visitor Sally (guest star Kellie Pickler). While working on his music, Dixon (Tristan Wilds) pushes his limits and starts spiraling out of control, which forces Adrianna (Jessica Lowndes) to confront him.
Raj's chemotherapy is not going too well so Ivy decides to throw a fundraiser. She hosts a talent competition where the winner wins a trip to a tropical island. Naomi enters the competition with Max. She finds out that Austin also entered the competition with his new girl, Sally (guest star Kellie Pickler). Liam is having trouble keeping his bar afloat. Luckily for him, he gets approached by a modeling agent. They do a photoshoot, and the camera loves him. He ends up earning $10,000 from his shoot. Annie continues having financial troubles. She goes on another escort date with Patrick, a wealthy, older man. Annie has the suspicion that Patrick wants to sleep with her at the end of the date so she cuts it short. Patrick tries to convince Annie that he genuinely likes her by taking her out on a lunch date. They end up kissing and Annie wants to sleep with him but he declines. He doesn't want her to regret anything. Later, Annie decides she genuinely likes him and goes to sleep with him, no money involved.
Silver refuses to go back to Navid until he breaks things off with his uncle. Navid doesn't want to lose Silver so he kicks his uncle's company out of his studio. Then his uncle threatens to hurt Silver. The only thing for Navid to do is to turn him and his uncle in to the cops. But they don't have enough evidence to convict him. Navid has to go undercover with the police to catch his uncle in action. He can't tell anyone about this, including Silver. During the fundraiser event, Naomi becomes very competitive whenever around Austin. Max sees through this and he breaks up with Naomi, after thy put on a lavish show and win the competition. Naomi ends up giving the prize tickets to Austin for him to take his new girlfriend on. Austin surprises Naomi by telling her that Sally is his cousin. Dixon is scheduled as the headline singer at the fundraiser. Moments before he's supposed to go onstage, he is nowhere to be seen. Adrianna goes to find him and he is totally out of it. Adrianna ends up performing in his place and the crowd loves her. Afterwards, she confronts Dixon about his drug problems.
- Shenae Grimes as Annie Wilson
- Tristan Wilds as Dixon Wilson
- AnnaLynne McCord as Naomi Clark
- Jessica Stroup as Silver
- Michael Steger as Navid Shirazi
- Jessica Lowndes as Adrianna Tate-Duncan
- Matt Lanter as Liam Court
- Gillian Zinser as Ivy Sullivan
- Josh Zuckerman as Max Miller
- Manish Dayal as Raj Kher
- Justin Deeley as Austin Tallridge
- Cameron Goodman as Bree
- Anthony Azizi as Amal Shirazi
- Chris McKenna as Patrick Westhill
- Tiffany Hines as Kat
- Summer Bashil as Leila Shirazi
- Kellie Pickler as Sally Bishop
- Austin – [to Naomi] How's your nerd?
- Leila – I'm 18 now. I can have sex with whoever I want
- Adrianna – [to Liam] If you really need the money sell what people want
- Raj – [watching Naomi's act] It's like being transported back to the Depression
- Dixon – [referring to Liam] If we're all through with his oh-I'm-so-good-looking angst, can we get back to me?
- Adrianna – [referring to Dixon] He's been pretty amped up lately, don't you think?
- Naomi – I wonder what I'm good at?
- Adrianna – I was so wrapped up with the idea of being famous that I lost the thing I loved the most
- Max – [to Naomi] I can't be the guy who doesn't care you're into somebody else
- Silver – [to Navid] I don't want to live with a criminal
- Max breaks up with Naomi
- First appearance of Patrick Westhill
- "Fool " by Jessica Lowndes
- "Ode To Janice Melt" by Army Navy
- "Scowl" by NagNagNag
- "When You Leave The Club" by Tristan Wilds
- "Chillaxing" by Jessie Fontaine
- "This And That" by Daniel Lenz
- "They Don't Trap No More" by Tramel Willis
- "Sweet Maribel" by KC Booker
- "I'm So Cool" by Daniel Lenz
- "Bottoms Up by Passport
- "The Entertainer" by Scott Joplin
- "Tough" by Kellie Pickler
- "Alabaster Bodyworlds" by Born Gold
- "All The Way" by Dominion Status
- "Gotta Have It" by Marcus Brown
- "Spirit Of Adventure" by Ooberman
- "Struggle of Our Lives" by Standing Shadows