Written by Doug Miller and directed by Christopher Ware Smets, this episode picks up a storyline from the first episode, with Giovanna (Amber Smith) determined to turn Nicole (Noelle Dubois) into America’s Next Top Lingerie model. This includes a total makeover and a quick coaching session on how to walk and pose for the camera. Nicole is unaccustomed to this, as we see she’s nervous about things like getting changed in the middle of Giovanna’s studio. Then it’s time for her first photoshoot where, in a bit of a surprise, she’s set to take pictures with Hugh (Michael Slade), Vanessa’s TV costar. Before he became an actor, Hugh was a model who worked for Giovanna, and she convinced him to return to modeling for this shoot as a personal favor to her. He’s in a tuxedo, while Nicole is in a bra and panties, which increases Nicole’s nervousness.

After the shoot, Nicole leaves and Hugh and Giovanna have sex. It’s unclear if this means that Giovanna and Richard (Richard Roy Sutton, who appears briefly) are not exclusive, or if she’s cheating on him.

Russ (Jonathan Steen) is still with Maddy, although a new actress, Angie Bates, takes over the role from Elyse Genevieve. They’re in the middle of having sex when Russ and Cody’s apartment, when Cody (Marcus Colby) barges in and interrupts them, to show off some new articles about him in a magazine. Russ shares in Cody’s excitement for him, ignoring Maddy’s annoyance. Maddy also points out that Russ was also in Lacey’s fashion show, and doesn’t think it’s fair that Cody’s getting more press, but the men ignore her complaints (and the fact that the magazine Cody is in, is a gay men’s magazine).

Later that night, Cody is at the bar where Russ works. Emily MacLeod returns to the show as Joanne, now working as a bartender with Cody. When Stephanie (Erin Brown) joins Cody at the bar, she’s suspicious of Joanne, especially after Cody admits that he used to sleep with her. Nicole is also at the bar, having drinks with Taylor (Inna Ivanova) as she talks about her photoshoot, worried that’s not good enough to be a model. Taylor tries to reassure her to give it time, and as the two women start dancing together, Cody is blatantly staring at them, which Stephanie does not appreciate.

Lacey (Jennifer Korbin) is still dealing with the issue of having to fulfill Sebastian’s large order. Marilyn (Denise Cobar) is having trouble securing a bank loan for her. She and Jeffrey (Geoff Stevens) try to convince Lacey that she can get it done cheaply by hiring a garment factory in China to produce the clothing, but Lacey is determined to get the work done in America. They have a little party with Sebastian (now played by Michael Finkbeiner, replacing Colin Baird who played him in the Season 1 finale), where she assures him that his order will be fulfilled in time, although she’s secretly not sure how.

There’s also a subplot where Lacey and Jason (Michael Murray Scratch) are having trouble with the distance between their apartments, and the strain that’s putting on their relationship as it’s not easy to get together as much as they want, in the end, Lacey suggests Jason should move in with her.

Even though I’m still not convinced that another storyline featuring Lacey’s company having money trouble is the best idea for this season, I did enjoy this episode better than the first one. At least the other storylines in the episode are moving forward.

In addition to the sex scenes with Giovanni/Hugh and Russ/Maddy, there are two more, one between Lacey and Jason and one with Marilyn and Cormac (her boss, from season 1, still played by Sean Kauffman). All are very hot, which was the one thing this series always had going for it.

Lana Tailor doesn’t appear in this episode, which is a letdown, and I’m still not crazy about Marcus Colby’s version of Cody, but it doesn’t help that they’re writing him in such a way that all of the character growth we saw him go through in season 1 not seems forgotten.

Still, I enjoyed the episode enough to give it a Chacebook rating of FOUR STARS

Jason Majercik is selling this UNRATED 4-disc DVD set of Lingerie season 2 for $29.99. Email him at quinn_nash@hotmail.com for his softcore inventory list.