Kelly leaves her job when she can't handle her boss/lover's constant manipulation of her, saying he will leave his wife when in fact its quite obvious he won't. She finds during her apartment hunting, a pair of flatmates by the name of Evan and Alex who are dumbfounded by her interview but agree to her living with them. Alex has difficulty being a female doctor in the male hierarchy, whilst Evan dates Andrea, a immature 80's reject whom is in love with him, she even has a key to their apartment. Add the fact that Evan is a commitment phobic and their apartment is sure to be hell. In another apartment in the same building are Will, Miranda & Richie. Miranda and Richie, coupled, are both actors and Miranda gets a job, which eventually flops. However Richie gets a job 2 but doesn't tell Miranda for fear of upsetting her. Which it does but only when she finds out. Will has a hard time letting go of the past with his ex-girlfriend Leah, whom Miranda and Richie dislike and have disliked since they met Will. She arrives on the scene and asks for money. Will thinks that she loves him but he finds out after he's given her the money that she's already got a partner, so he was played. Also in the apartment building live Gabrielle, Alex's best friend and Jason, Gabrielle's girlfriend-cum fiance. During a drunken haze, Alex passes out in the apartment block. She is picked up and taken into her apartment by Jason. He later professes his love for her. At first Alex rejects the feelings but shortly after, her and Jason have sex, whilst Kelly is hanging out her washing on the rooftop clothes line. Kelly is at first apalled but when she finds Alex upset, earns her keep by successfully helping Alex through her tears if only temporary.

Miranda tries to reconcile her failure with Richie's success and Kelly makes a clean start.Kelly's having a party in the flat. In the party,Jason and Gabrielle announce that they got married. Evan breaks up with Andrena. Gab finds out about Jason's affair with Alex.

Alex has betrayed her best friend Gabrielle. She hates herself. So does Gabrielle. Kelly meets Nerida ,her former boss's wife and she surprised to find out that she likes her more than her husband. Richie gets a desirable part and his complaints is driving Miranda crazy. Will is still busy with Leah and he is sure that he'll never find a love like this and in an attempt to forget Leah he goes out with Sam.

Richie revels in the glamor of an actors life, while Miranda delivers a singing telegram. And Will finds that he has to stand alone. Leah pays back the loan to Will but he finds it difficult to get her out of his life. Evan meets Carmen,a mother to 2 children and falls in love with her.

Will suffers unprecedented performance problems, but Sam saves him from his embarrassment with a sudden sexual ambush. Meanwhile, Evan fells in love with Carmen and decides no to see her again. Also Jason flirts with Alex again.

During a heated night of partying drugs & alcohol, Richie goes further down a path he never imagined he'd take ... with the local establishment. Kelly breaks up with Joseph after she gets sick and tired of not knowing to what expect from him. Evan gives in to his feelings to Carmen and finds himself feeling happy. Jason and Gabrielle go to a marriage counselor but he has the opposite effect to what they hoped for. Alex and Gab are working on fixing their friendship and they are surprised to find out how much they missed each other.

Evan's madly in love with Carmen and is surprised to find that he quite likes the feeling. Kelly finds that her job at Get Personal is a challenge to her code of ethics. And Richie's head is spinning after his sexual encounter.

Kelly meets Nathan,a client at the "Get Personal" introduction Agency,he's attractive,warm,friendly and constantly rejected by the girls who are registered at the agency.After she spends an evening with him,she understands why they keep rejecting him-he is a bad dancer.At the end of the evening when they get to Kelly's flat he tells her that he really enjoyed and is interested in going out with her again but she tells him that one of the rules in her job is that she isn't allowed to go out with clients. Meanwhile Jason struggles to define himself when he doesn't get the fact that his marriage to Gabrielle is over and thinks about a change in his career direction.Gabrielle is sick and tired of taking his messages in his phone and she demands that he tell people that he moved out.Alex is caught in the middle of their fight while she tries to make Eric understand that she's not interested in him.Evan fells more and more in love with Carmen and tries to push her to define their relationship without any success. Miranda still tries to understand what's going on with Richie.He's sexually and emotionally becked down and that causes her to be totally unsecured.Richie later on sleeps with Miranda and afterwords she asks him where was he.Will organizes a soccer game with all the friends.During the game,Richie causes Simon to fall and in the end of it he apologizes to him.Gabrielle starts to realize that due to her divorce,she'll has to deal with the difficulties of been single.

In the first part of this special 2 part Movie length episode, we get to see inside the character's heads on what event in the past has helped form the person they are today. Alex and her rollerskating, Will and the teacher, Gabrielle and first meeting Jason, Simon almost getting married, Kelly and her mice, Evan and his short story, Miranda and her parents divorce and Alex with her first patient. All the stories coagulate into a dinner party where Simon tells Richie that he is not to blame for Richie's problems.

In The 2nd part of this special movie length episode, Richie has another homosexual encounter at the beach and as the guy is about to perform, Will enters the toilets and startles Richie. Richie then realises what he is doing and runs out. He finally admits to Will the truth and Will offers another beer. Evan and Carmen's relationship continues to spiral down. And Gabrielle finds solace in Mac, a singer, when things with Jason begin to look uncertain. And kelly almost quits her job when she starts selling vitamins. But she soon realises that it isn't worth it. You can't sell happiness in a bottle.

Alex has an epiphany...she doesn't need love anymore. Evan laughs at her at first along with Kelly but they both learn a lesson. Kelly realises that her job isn't as bad as she thought and Evan, after being dumped by Carmen learns the heartbreak that falling in love can cause. Will gets jealous of Sam's social life and Gabrielle and Jason continue to fight until Gabby sees Mac with Sam and in turn Gabby sleeps with Jason. Alex hosts a party to celebrate her wonderful day in surgery and nobody is happy except for Alex. Even after the party, Evan is on the phone yelling at Carmen and Sam & Will are fighting. The next morning, Richie admits to Miranda that he had sex with Simon. He doesn't fully admit to liking it or not. He in fact doesn't give away any details to Miranda but none-the-less she is heartbroken. So by the end of the 2nd night, everyone's life is effectively worse except for Alex.

Will's jealousy problems escalate when he gets stoned and in a jealous rage, tries to force himself on Sam at a party. Simon is confronted by Miranda about his sexual encounter with Richie. Evan, after spending a drunken night with Carmen, assumes their relationship is back on track. Kel meanwhile gets involved in network marketing and meets a fellow trainee whose interest in her is more than professional, and Alex is invited by Eric to a group day trip, only to find they're alone.

A little girl is nearly killed when Eric accidentally gives her a double dose of morphine. He begs Alex to lie for him...will she keep his secret or expose him?? Evan, is interested and also intrigued when Alex flirts with Pandora (Miranda's friend). Leah's back on the scene...broken up with her boyfriend and wanting Will back only to find that Sam is in them.

Signs of strain are starting to show in Will and Sam's relationship, due to the return of Leah and her own personal crisis. Evan has a shortlived career working as a glass collector in a pub, and Gabrielle although she's having an exciting time with Mac, cant stop thinking about Jason. Alex decides that being a devoted single isn't working for her, so takes a step and asks Marcus out on a date. Struggles for Kelly, when after 2 months of working solid at network marketing, the realities set in when her first cheque is for a few dollars. Throughout all this, Richie gives up a chance to go to the movies with Miranda in the hopes that he will see Brad again.

Kelly is in a state of shock over why she can't seem to find herself happy with Paulo. Ultimately she realises that she wants someone whom she can have some problems with and that he doesn't make her passionate about him. She dumps him. Alex and Evan flirt when he vows to be celibate for his writing. They find a sexual tension they never realised existed until Kelly walks in after dumping Paulo. Jason starts stalking Gabrielle after he realises how inventive Mac is in bed with her. At first Gabrielle is flattered and finds it cute and even considers taking him back but Alex's conflicting view helps her reconsider it. But then shortly after Jason nails the coffin by sitting in her apartment waiting for her to return home whilst Gabrielle and Mac are having sex. Gabrielle and Jason finally admit they couldn't get back together without killing each other and for the final time say farewell to their marriage. Miranda aims for a job with a producer by turning up to his party and winning him over. However she wakes up the next morning. (Read "Anyone knows what Miranda Did at the party" comment) She finally realises that she made a fool of herself and ultimately returns to his apartment. He tells her how talented he thinks she is and that although she isn't suitable for the job he has lined up, she will defintiely remaina fond memory. This boosts Miranda's self esteem. Meanwhile Richie and Will are debating how his being gay is going to affect their friendship. When Will begins to think Richie is checking him out, Richie takes offence and they eventually sort out their problems whilst Will sorts out any remaining Leah issues with Sam at last.

Alex and Evan give into tempation but whats the aftereffect? And Richie finally tells Miranda the truth...but at what cost?

Tensions mount tonight as Richie has to face the consequences of his encounter with Brad. There is no communication between him and Miranda, with her refusing to talk to him, but also refusing to allow him to move out of the flat. Miranda to get her mind off Richie, throws herself into rehearsals for the new show she's in and comes to develop a bond with its director. Kelly works part time for Simon at the Fu Bar, and with good intentions, but bad timing tries to set him up with customers from the bar. Will and Sam find comfort in each others company, and the intensity increases between Alex and Evan due to their drug filled kiss. The tension is seen by Kel and she tries to settle it by calling a house meeting, but it only causes further explosions which results in Evan getting drunk and bringing home another woman.

Alex and Evan still fantasing about each other and the situation between them is becoming more and more tense. Riche finally is going to move out of the flat. But the sad thing is that Sam is abit nasty to Will for not waking her up sooner for an important interview. She gets the job as a reporter. But she can't find Will to tell him so she celebrates with Kelly. Then she leaves a message for Will to meet her at a cafe. Will is late for the meeting and find she has gone. Later on he finds out she is dead knocked over by (I think it was a lorry). He is riddled with guilt after he thinks that if he was at the cafe she wouldn't have been ran over. Though he is too upset and not ready to except what has happened to cry. This brings the group closer together and Gabbialle and Jason closer as well. The tragidy was Will has now lost the real love of his life. Just when he was realizing how much he loves Sam.

Although Will is still devestated about Sam, he goes back to work and continues to torture himself about his joking to Sam that he didnt love her. Kel helps him find a way to say goodbye to Sam, and tries to help him hating himself so much. Evan gets the flick from his publishing company for being unethical, and Jason drops a bombshell on Gab, telling her that he has been offered a position in Sydney and that while he was down there he slept with a woman. A lead role in a movie is offered to Richie, but he declines to take up the offer when he discovers that the lead role is gay.

Richie throws himself into the gay scene, but he doesn't find the answers he was hoping for, and explains to Evan that he has to keep silent about his sexuality for the sake of his career. Jason drops a bombshell on Gabrielle�not only did he sleep with that woman in Sydney, but she's two months pregnant. Meanwhile, Will is desperate to make the most out of life after Sam's sudden death, and after a brief chat with Kelly, he decides to become an investor. Simon introduces him to his financial advisor Desiree, and Will throws himself into a frenzied obsession with investment, and a short-lived sexual fling.

Alex drops a bombshell: she's been accepted into the cranio-facial surgery program at a prestigious hospital in London and will be away for a year. Evan is stunned and throws himself into a frenzy of writing, but won't let Alex read his work. Kelly tones down her expectations with Nathan, and Gabrielle decides to give up her high-powered career and sell her half of the flat. She and Jason talk about life, love and his impending fatherhood, and come to uneasy terms. Meanwhile, Will helps move Richie's belongings to Brad's place, and Richie says goodbye to Miranda.

In the last episode of the season, Richie feels uncomfortable when Brad wants him to experiment sexually with another gay couple. He confides in Simon, who offers him an alternative place to stay. Miranda and Will are becoming very close, and she's slowly letting Richie back into her life. Meanwhile, Evan is accepted into the Writer's Colony in New York, and Alex is dropped from the program in London.