 Hillary Michaels is the owner, CEO and president of Models Incorporated, a top modeling agency in Los Angeles which she runs with her son David, the younger half-brother of Amanda Woodward from D&D advertising, one of the agency s biggest clients (from the series  Melrose Place ). Tired of Hillary s aggressive and tyrant-like influence, Teri Spencer, the top model, wants out of her contract. But during an agency party, a drunken Teri is pushed from the balcony of a high-rise building to her death. The suspects include Hillary because of her anger over financial loses the agency will suffer if Teri quit; the agency s Australian photographer, Brian Peterson, Teri s one-time boyfriend; and Carrie Spencer, Teri s older sister, whom the snobbish Teri taunted about her spiraling career and the child she had to give up for adoption. Meanwhile, newcomer Sarah Owens settles in at the agency s beach front house with help from her friends Jo and Jake (also from  Melrose Place ). David takes an interest in Sarah, sparking jealousy in his cynical Australian model girlfriend Julie Dante. Sarah tries to win over Julie s friendship by helping her expose a photographer who promised Julie career advances in exchange for sex. Later during a trip to New York City for a fashion show, Julie goes on a drinking binge and loses the gig to Sarah. Also, the agency s receptionist, Stephanie Smith, deals with all of the chaotic problems, while model Linda Holden tries to hide the truth about her abusive relationship with Eric Dearborn, a sleazy musician.