The episode opened with Lucy Cabot hiring Alison to do some freelance work for her and Alison happily accepting.
As Jane and Alison were walking down the street, they were greeted by a marine biologist trying to save the oceans by the name of Keith Gray. He asked them to come to his lecture. Alison was attracted to him, so after being turned down by Billy, she recruited Matt to go to the lecture with her.
Keith and Alison went scuba diving and Alison began falling for him quickly. They kissed on the beach and later had sex. She started blowing off work and coming in late, angering Lucy.
Meanwhile, Billy learned that he was on the hook for student loans, which is why he wasn't able to get any credit.
After Alison learned that Keith was married, she walked out on him and confided in Lucy about Keith. Lucy tried to give Alison some advice, but Alison returned to Keith's beach house and continued to see him despite him being married.
- Courtney Thorne-Smith as Alison Parker
- Andrew Shue as Billy Campbell
- Grant Show as Jake Hanson
- Thomas Calabro as Michael Mancini
- Josie Bissett as Jane Andrews
- Doug Savant as Matt Fielding
- Vanessa Williams as Rhonda Blair
- Amy Locane as Sandy Harling