Bette and Tina try to rekindle their sexual groove after having a child; Helena purchases a movie studio; Jenny leaves the mid-west and heads back to L.A. with a new girlfriend in tow.

Party promoter Billie Blaikie sets up shop at The Planet; Alice refuses to let Helena throw out a life-size cut-out of Dana; Jenny wants to be more than friends with Moira; Bette feels her life is out of her control.

Shane goes to work at a cool new skate shop; Jenny introduces Moira to the girls; Kit befriends Bette and Tina's nanny, Angus; Alice continues her emotional tailspin over losing Dana; Tina goes to work for Helena.

Bette takes on Washington; Kit wonders if she has made the right choice by hiring Billie; Helena falls for a straight documentary filmmaker.

Dana gets the results of her biopsy; Alice meets a lesbian "vampire;" Bette finds an open door into Tina's chat room; ex-flame Cherie drops into WAX - and Shane's chair; Jenny gets word a publisher is interested in her book about Moira/Max.

Tina continues to struggle with her feelings for men; Kit gives in to Angus; the girls rush to the hospital to be by Dana's side; New York comes calling to Jenny; Moira finds a shortcut to getting male hormones.

Jenny injects hormones into Moira; Dana undergoes chemotherapy; Shane and Carmen get matching tattoos; Alice frantically searches for her Dana cut-out; the B52's perform at The Planet; Kit fires Billie; Tina takes a step toward Josh.

Moira informs everyone she is to be called Max; Kit gets a helping hand from Nona Hendryx; Helena takes Dana and the girls to a basketball game; Jenny gets busy trying to throw a party; Tina moves out of Bette's bed; Dana gets a new look.

Dana's on the road to recovery; Carmen comes out to her family; Helena gets slapped with a lawsuit; Jenny attends a transsexual support group meeting to help her deal with Max; Bette continues her struggle to find inner peace.

When Dana takes a turn for the worse, Alice keeps vigil at her bedside; Carmen drops the unexpected on Shane; Bette finds inner peace elusive; Jenny introduces her ex-husband to Max; Tina settles in with Henry.

Alice steals some of Dana's ashes; Bette thinks about fighting for sole custody of Angelica; Lara arrives home too late; Max finally lands a job - one for which Moira was rejected.

Still grieving the loss of Dana, the girls plan for Shane and Carmen's wedding; Kit discovers she's pregnant; Bette considers her options for obtaining sole custody of Angelica; Jenny realizes the truth about Max.