The tough and ambitious Hillary Michaels operates the agency Models Inc., whose models all share a luxurious beach house but are often at odds with each other. They include Sarah, a naive newcomer straight from the Midwest; Julie, the resident bitch who eventually develops a softer side; Linda, a troubled young woman with an abusive boyfriend and a scandalous past; Carrie, the "over-the-hill" model struggling to maintain her foothold in the industry; and Carrie's sister, Teri, a rising star whose ambition leads to a tragic downfall.