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Matt's brother and sister-in-law come to town and reveal that they cannot conceive a child on their own. They ask Matt to be their surrogate father. Kelly objects and orders Matt to turn them down, then becomes angry upon learning that he told his br... (more)other that he had to bow to her wishes. She later realizes that not everything is about her and gives Matt her blessing. Gina, with Dylan's help, gets a shot at another television job. The man will not hire her unless she helps his teenage son lose weight before the school dance. Gina loses the job (as usual) after she encourages the boy to stand up to his overbearing father. She convinces the man to treat his son with respect by detailing the way that her pushy mother shaped her life. Gina escorts Michael to the dance, where Dylan surprises her by showing up to give her the prom she never had. Donna dates the clothing buyer for a chain of stores. He buys a bunch of her designs, but Donna nixes a relationship because they have nothing in common. She becomes jealous when David gets involved with Camille Desmond, the editor of a fashion magazine. Steve confesses his past fling with Darby to Janet, who fires the woman. Steve suffers a bruised ego because Darby doesn't remember the encounter. Josie fears for her life because she had to flush $90,000 worth of merchandise; she insists that the other dealer will kill her. Josie asks Noah to lobby Dylan on her behalf. He refuses to help. Josie's brother Shane and another man kidnap Noah at gunpoint, as they assume that someone would actually pay to get him back. Music 'Take a Picture' by Filter, 'If You Believe' by Sasha.

Andrew Bilgore, Anne Rogers, Ashley Tisdale, David Masters, Freeman Michaels, Gili Lang, Jerry Doyle, Jesse Hoffman, Jill Bennett, Nicole Talmadge, Sydney Penny, Valerie D. Young, Walker Brandt