I Want You So Bad I Can't Breathe
OK Go
Beginning, Nathan works in a commercial with an actress; Julian and Brooke in bed.
Millie wakes up in Alex’s hotel room; Hayley confronts Nathan about Renee’s phone number in his old phone bills
Plans & Reveries
Black Gold
Millie is late for job again. Brooke tells her that she will no longer handle administrative responsibilities.
To Build a Home (feat. Patrick Watson)
The Cinematic Orchestra
Clay confronts an old flame (Sarah). Mouth reports on Nathan allegations.
Quinn finds Clay walking on the beach and offers to talk. Julian reads Alex’s script. Haley tells Nathan they should pay Renee to make the story go away.
Don't Hold Your Breath
Athlete
Millie and Alex have a lunch at the restaurant and talk about Millie regretting her decision about becoming a model.
Worry About It Later
Brakes
Julian walks in on Brooke taking Chase’s measurements at Clothes Over Bro’s.
Mia and Chase have a romantic dinner. Mouth assures Millie she's a model.
Rachel talks to Dan backstage at their show; Clay talks to a girl at Tric. Haley tells Nate that she’s paying Renee to tell that everything is a lie.
Everyman
The Guggenheim Grotto
Quinn and Clay talk on the beach. He realizes he promised Nathan he won’t mess with her and then he leaves.
Bubble Shaker (Explicit, Single)
Tarik NuClothes
Never Go Too Far
Oh Darling
Mouth tells his boss he wants back on the air; Quinn and Nathan argue.
Feather in the Wind
Susie Suh
Renée accepts to be on Dan’s TV-show, Haley decides to not pay Renée and Nathan tells her she’s his dream. Millie sneaks up at night and takes diet pills. Quinn goes into the ocean.
Cheek Petit
Clarke and Ware
Brooke & Chase discuss their relationships.
Worry About It Later
brakesbrakesbrakes
Julian asks Brooke why she's using Chase as a model.
To Build A Home
The Cinematic Orchestra
Sara tells Clay to fix Nate's problem; Mouth's broadcast; Millie steals Alex's diet pills; Brooke looks through a photo album; Nate tells Haley that money won't fix things if she's lost faith in him.
Quinn tells Nate to stop interferring in her relationship with Clay.