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- U.S. Marshal Mary Shannon must hunt down witnesses for federal cases in the witness protection program while also managing a rather dysfunctional family and her own personal life.
- Bay Kennish grew up in a wealthy family with two parents and a brother. Daphne Vasquez, who lost her hearing at an early age, was raised by a single mother in a working-class neighborhood. One day they discover they were switched at birth.
- A group of elite teenage gymnasts deals with parents, boyfriends, coaches, rivalry and betrayal while training at a top-notch facility known as The Rock.
- An academically-gifted teen, her model-beautiful older sister, and their newly-single mother leave small-town New Mexico in search of a new life in New York City.
- Lynn creates a new design for her company's fashion launch and she asks Karen to model her design for her.
- Karen grumbles the girls have no time for her. Her boss sends her to Chicago to run a fashion show, but her luggage gets lost. Only Julian can help, yet the ingrate keeps very distant. Sophie is facing a bad grade in chemistry. Karen, on diet pills, calls her away from study group after getting robbed and lost in the Bronx. Their ride home from a nightclub proves too adventurous. Gideon worries about Sophie, Nicky finds out and actually gets them looking, but gratitude is barely flimsy there too.
- Lynn, Sophie, and Karen are invited over to the Fiskes' home in Hamptons for a weekend. While there, a game of "Truth or Dare" gets a little out of hand. Meanwhile, Sophie encourages Annabelle to tell Gideon how she feels about him.
- Gideon's painting talent gets him an advantage at the Brighton Academy's 'white part', where boys paint T-shirts on girls, which are then handed over for charity auction. Nicky is delighted Sophie partakes and solves her unease to be 'handled' by painting hers himself. Jealous Paisley spills the boys' annual seduction bet. Enraged by receiving her long overdue divorce papers, Lynn scolds neighbor Joe Seplar for everything males ever did to females. Later she apologizes by offering the NPD detective a dinner, in order to end 20 years dating drought. She seduces the perfect gentleman onto her bed, then turns frigid again. Karen sleeps with fashion executive Kevin Strong. When he can't make their next dinner date, she lands him with a monster bill and rages when they meet, ending up with egg on her bitching face.
- Karen eventually faces up to her personal problems. Meanwhile, Sophie and Lynn both have difficult decisions to make as Lynn's ex-husband Daniel turns up and wants Sophie and Karen to come back home with him.
- When Lynn Kerr's daughter Sophie wins a scholarship to an elite school she must pack up her two daughters and move from New Mexico to New York City. As Sophie starts school she quickly finds out the school is run by the "beautiful people" and they aren't too impressed by her.
- Nick and Gideon 'apologize', clearly just for the girls' sake. Nick joins the advanced photography class to be with Sophie, but she reproaches him 'taking' a really interested kid's place. Would-be model Karen develops anorexia and becomes a cocktail waitress in a nightclub, not listening to her mother's objections. She discover Tommy is the barman, and like her hid that lowly status, but they still end up together. Lynne is engaged at Toby Sayles's sports boutique, but resigns as soon as she realizes Julian's influence secretly got her the job. Paisly plays it cool when Nick dumps her, but is jealous enough to steal Sophie's camera, a gift from her dad. Nick helps her, leaves the class, but still learns about photography. Sophie fails to match her mother and photography teacher, David Stein, at the dinner her mother throws to 'make friends'.
- Sophie and Nicholas get competitive for their mid-term project as Sophie challenges him to acknowledge their kiss and not to be embarrassed in front of his friends with her. Meanwhile, Karen makes a drastic decision about her job.
- During the course of her birthday, US Marshal Mary Shannon tries to find out how a mob hit-man's son under her protection in WITSEC became one of the victims in a double homicide.
- Sophie upsets Lynn by skipping school and then enrages her more by inviting her father Daniel to Brighton's Parent Night. Meanwhile, Karen gets a job working as an assistant to a famous photographer, thanks to Julian. Elsewhere, Gideon and Annabelle's attempts to get closer fail at every hurdle.
- Lynn is under pressure as she faces possible eviction as well as the custody case with Daniel. Meanwhile, Karen discovers a secret.
- Daniel decides to fight for custody of Sophie. Karen gets a new agent and accepts some unpleasant assignments just so she can move up in the modeling world. Meanwhile, Lynn and Julian's relationship takes to take it's toll on Sophie and Nicky.
- All of the Kerrs get to experience their first snowstorm in New York all apart. Lynn is with Julian, Sophie and Nicky go to a party, and Karen uses Ben's invite to a party for her own use to meet agents.
- Lynn finds out that Karen's new boyfriend Luke Dalton is the venture capitalist that is potentially financing her new fashion line.
- Karen and Ben take their relationship a little further and Sophie and Chris share their first kiss.
- Karen awaits the results of the modeling contest; Lynn takes control of the showcase; Sophie tries to come to terms with Chris.
- Karen competes with other models for a spot in a national advertising campaign; Lynn grows less secure about the age difference between Jeremy and herself.
- Mary protects a 10-year-old witness from being returned to his father, but as the story unfolds learns new information about the boy she's protecting.
- Diamond thief, bigamist, and con-artist Teri Ranzino (aka Trudy Wainright, Tenley Bishop, Toni Denard, Tress Stevenson), is put into Witsec after stealing 10 million dollars in raw diamonds from her latest clueless husband/mark, getting arrested by the FBI, agreeing to divulge the whereabouts of 20 million dollars worth of illegal conflict diamonds, and giving up the identities of the men conspiring to sell them. After settling in to her new life, the now-Trenna Morris, finds a new rich man to marry, claims she really loves this one, and ropes Mary into being a bridesmaid. When the diamond smuggler, Ngwama Mubutu, sees her picture in the paper, however, "happily ever after" may not be in her future. Raphael proposes to Mary after being called up to the Majors, with disastrous results.
- Horst Vanderhoff, who reportedly works for a high-priced contract killer, gets popped by the F.B.I. negotiating a hit. With promises of delivering the boss, Lola, he goes into Witsec. While transporting Horst, Mary and Marshall are ambushed in the middle of nowhere, Marshall is shot, but they manage to force the would-be killers to retreat. Finding an abandoned building, they take cover and prepare to defend themselves when the assassins return at nightfall to finish the job.
- 10 years earlier - Following a street basketball game, and free-throw practice, orphaned Scott Worley and his baby brother Chris, witness the execution of one bookie by another, followed by threats of "You know what happens to snitches". Testifying landed them in the program as Marshal Mary Shannon's first protectees. Present day finds Scott owning an auto-repair business, and young Chris as a rising basketball star in college. Mary soon discovers that Chris has developed a serious gambling problem and is in thirty-thousand deep with his bookie. Unable to pay the debt, the bookie, Bill Donner, abducts Scott to force Chris to throw a ball game, leaving Mary and Marshall in a race against the clock... the time clock. Jinx gets news that her husband is going to be declared dead. Marshall hooks up with his former teacher's assistant he had in college, who gives him a different type of education.