Raina Marinelli, a stunning model with a mysterious past, makes an impression while modeling a Zac Posen gown at the New York Fashion Week, stealing the spotlight from Sonja Stone. Sonja, back from a secretive trip overseas, now must convince her agent, Claudia Foster, that she still has what it takes to be a supermodel. Later Raina meets Chris Andrews, a boy from Iowa new to the modeling world, and invites him to the models' residence" where she lives with other models including Marissa Delfina, Isaac Taylor, and Cole Shepherd.

Chris, thinking his odds of having a successful modeling career are slim, decides to leave New York City until he receives a phone call from Claudia. Claudia later talks to Raina about how she needs to put more effort into her career and spend less time in her relationship with Chris. Isaac confronts Vivienne, and the two end up working out an arrangement that will benefit both of them. Marissa accuses Sonja of stealing a campaign from her, and decides to seek revenge in a public manner. Marissa later invites Raina's brother, Alex, to Nina Garcia's party, where secrets from Raina's past are revealed.

Sonja is hounded by the press after a risque photo is leaked. Claudia, seeing the sparks between Raina and Cole, lands a clothing line campaign for them. However, Raina struggles with keeping up her public image with Cole due to her true feelings lying with Chris. Later, Raian must face her father. Meanwhile, Issac's relationship with Vivienne becomes strained; and Alex, Raina's brother gets himself in trouble with the Russian mob, but Marissa comes to his rescue.

The sparks between Cole and Raina fly in public and in private during their Calvin Klein photo shoot causing their outside relationships to suffer. Sonja, with the help of Claudia and Claudias husband Richard, books her first major cosmetics campaign since her fall from grace. Marissa tries to help Rainas brother Alex out by bringing in the A-listers to his club.

The unveiling of the Calvin Klein billboard in Times Square and the interest from W Magazine starts to take a toll on Raina as she continues to struggle with her feelings for Cole. Problems arise in Claudias marriage with Richard while Sonjas working on the campaign. Marissa steals a one of a kind pair of shoes from Max Azaria when she doesnt get booked for the Herve Leger show.