Air Date May 1, 1995. Sydney makes a suspicious deal with two new business partners for Mancini Designs for a new pantie hose. With Brooke's help, Amanda launches a successful coup against Alison by making her look incompetent to D&D's board of directors which results in Alison's dismissal and Amanda immediately taking over her position. Meanwhile, Michael threatens Amanda when he receives a restraining order from her. Kimberly get complimented out of the camp when she breaks her drill instructor's arm and returns as an unstable-as-ever person, vowing to get back at Michael for abandoning her. Matt meets the hospital's new plastic surgeon, Paul Graham, who is also gay and invites Matt out on a date. Also, Jo feels guilty about seeing Jess behind Jake's back.

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