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JANICE DICKINSON GUEST STARS IN A CAMEO ROLE - Dixon struggles with temptation as he tries to make his way back into the music world, while Annie confronts Jeremy (guest star Matt Cohen), who stands in the way of her inheritance. Naomi and Holly (guest star Megalyn Echikunwoke) embarrass themselves in front of Janice Dickinson at a fashion show, while Navid reaches a breaking point with his uncle. Meanwhile, Teddy makes a big decision that upsets Silver. Gillian Zinser, Jessica Lowndes and Matt Lanter also star.
- Shenae Grimes as Annie Wilson
- Tristan Wilds as Dixon Wilson
- AnnaLynne McCord as Naomi Clark
- Jessica Stroup as Erin Silver
- Michael Steger as Navid Shirazi
- Jessica Lowndes as Adrianna Tate-Duncan
- Matt Lanter as Liam Court
- Gillian Zinser as Ivy Sullivan
- Matt Cohen as Jeremy
- Ryan Rottman as Shane
- Dina Meyer as Sheila
- Michelle Hurd as Rachel Gray
- Janice Dickinson as Herself
- Erik Eidem as J.D.
- .This episode marks the end of the five episode arc of Trevor Donovan as recurring character Teddy Montgomery.
- "Climbing Walls" by Strange Talk
- "Fool" by Jessica Lowndes
- "Good Life" by OneRepublic
- "I Feel Love" by Blue Man Group ft. Venus Hum
- "Jello" by Far East Movement ft. Rye Rye
- "Lifted" by Simon Kelly and the Lonely Wives
- "Lone Wolves" by Kid Infinity
- "Such A Fool" by Jessica Lowndes and Tristan Wilds
- "Take The Beat" by Fonkmaster
- "Tethered To The Sun (Remix Clean)" by Kid Infinity
- "The One" by Air Traffic Controller