Spin-off to Melrose Place transplanting Amanda Woodward's mother Hillary Michaels to this show. Set in Los Angeles, it revolved around Hillary's company Models, Inc and the employees including alcoholic Sarah Owens and bitchy Julie Dante. Mid-season the show was retooled adding to the cast African-American Cynthia and mysterious nightclub owner Adam Louder who was attempting to get rid of his scheming ex-wife Grayson.