Shane derails plans to move in with Paige and then suffers the consequences. Jenny returns from a Mexican vacation with a billionaire movie financier in tow. Phyllis has sudden doubts about the exclusivity of her romance with Joyce.
Tina's obvious, lingering affection for Bette affects her dating prospects; Shane's last-minute gig styling hair at a wedding results in a comic series of erotic encounters; Tasha reveals her reason for not shipping out to Iraq: she's being investigated for "homosexual conduct" and the military lawyer isn't interested in helping her. Helena begins an affair with her prison cellmate. Jenny meets a young fan and hires her as her assistant.
Shane swears off sex and reaps the health benefits with new energy and focus. Tina's dating woes finally improve. Max ponders a mutual same-sex attraction to Jodi's interpreter. The Planet is burglarized and Kit attacked after hours.
Bette is jealous of Tina's new girlfriend. The latest Bond girl wants the lead in Jenny's movie and the gang attends the opening of a new lesbian club.
Jenny throws a party to introduce her friends to their film counterparts, and ends up sleeping with the movie's star. Bette and Tina try to deal with a rekindled spark. Alice outs a sports star. A new lesbian bar opens near the Planet, and Shane complicates matters by sleeping with one of the owners, whose girlfriend then threatens to ruin all their lives.
The production of "Lez Girls" begins, with Jenny giving her assistant Adele a makeover out of the wardrobe budget. Nikki, the star, starts acting difficult and the crew and producers learn that she and Jenny are having an affair. The owner of She Bar plants rats in Kit's coffee shop and tries to shut down the movie as revenge for Shane sleeping with her girlfriend.
Tasha meets Colonel Gillian Davis, the hard-assed military attorney who will be prosecuting her "Don't Ask Don't Tell" case. Back on the Lez Girls set, Bette and Tina steal a passionate moment behind-the-scenes while conniving Adele convinces Niki Stevens to ditch work for "Lesbian Turkish Oil Wrestling" at rival club, SheBar.
Niki's handlers force her to appear with a male escort. Bette and Tina's anguish increases. Tasha's military review board hearing ends with Tasha deciding to resign her commission.
Jenny gets jealous on the set when a love scene between Niki and her on-screen boyfriend looks too realistic, and when confronted, Niki admits that she and the guy have been intimate.
Bette and Tina's affair is revealed during a weekend trip, leaving everyone involved hurt. Niki and Jenny videotape their lovemaking, and Adele steals the tape. Shane gives Molly another chance despite Molly having said some unflattering things about Shane to her mother.
Adele reveals both the tape and her plan for blackmail: she wants to replace Jenny as director of the movie. Bette tries to break up with Jodi, but Jodi thinks Bette owes her another chance. The owners of SheBar announce that they've purchased 51% of the Planet from Kit's business partner. Kit considers using a gun to settle the dispute, but ultimately decides to take the high road.
Shane pulls away from Molly when the relationship gets serious. Helena uses her wealth to buy out Dawn Denbo's investors, taking control of The Planet and SheBar.