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- Two teenage girls' lives are turned upside down when they find out they were switched at birth.
- U.S. Marshal Mary Shannon must hunt down witnesses for federal cases in the witness protection program while also managing a rather dysfunctional family and her own personal life.
- A group of elite teenage gymnasts deals with parents, boyfriends, coaches, rivalry and betrayal while training at a top-notch facility known as The Rock.
- An academically-gifted teen, her model-beautiful older sister, and their newly-single mother leave small-town New Mexico in search of a new life in New York City.
- Lynn creates a new design for her company's fashion launch and she asks Karen to model her design for her.
- Karen grumbles the girls have no time for her. Her boss sends her to Chicago to run a fashion show, but her luggage gets lost. Only Julian can help, yet the ingrate keeps very distant. Sophie is facing a bad grade in chemistry. Karen, on diet pills, calls her away from study group after getting robbed and lost in the Bronx. Their ride home from a nightclub proves too adventurous. Gideon worries about Sophie, Nicky finds out and actually gets them looking, but gratitude is barely flimsy there too.
- Lynn, Sophie, and Karen are invited over to the Fiskes' home in Hamptons for a weekend. While there, a game of "Truth or Dare" gets a little out of hand. Meanwhile, Sophie encourages Annabelle to tell Gideon how she feels about him.
- Gideon's painting talent gets him an advantage at the Brighton Academy's 'white part', where boys paint T-shirts on girls, which are then handed over for charity auction. Nicky is delighted Sophie partakes and solves her unease to be 'handled' by painting hers himself. Jealous Paisley spills the boys' annual seduction bet. Enraged by receiving her long overdue divorce papers, Lynn scolds neighbor Joe Seplar for everything males ever did to females. Later she apologizes by offering the NPD detective a dinner, in order to end 20 years dating drought. She seduces the perfect gentleman onto her bed, then turns frigid again. Karen sleeps with fashion executive Kevin Strong. When he can't make their next dinner date, she lands him with a monster bill and rages when they meet, ending up with egg on her bitching face.
- Karen eventually faces up to her personal problems. Meanwhile, Sophie and Lynn both have difficult decisions to make as Lynn's ex-husband Daniel turns up and wants Sophie and Karen to come back home with him.
- When Lynn Kerr's daughter Sophie wins a scholarship to an elite school she must pack up her two daughters and move from New Mexico to New York City. As Sophie starts school she quickly finds out the school is run by the "beautiful people" and they aren't too impressed by her.
- Nick and Gideon 'apologize', clearly just for the girls' sake. Nick joins the advanced photography class to be with Sophie, but she reproaches him 'taking' a really interested kid's place. Would-be model Karen develops anorexia and becomes a cocktail waitress in a nightclub, not listening to her mother's objections. She discover Tommy is the barman, and like her hid that lowly status, but they still end up together. Lynne is engaged at Toby Sayles's sports boutique, but resigns as soon as she realizes Julian's influence secretly got her the job. Paisly plays it cool when Nick dumps her, but is jealous enough to steal Sophie's camera, a gift from her dad. Nick helps her, leaves the class, but still learns about photography. Sophie fails to match her mother and photography teacher, David Stein, at the dinner her mother throws to 'make friends'.
- Sophie and Nicholas get competitive for their mid-term project as Sophie challenges him to acknowledge their kiss and not to be embarrassed in front of his friends with her. Meanwhile, Karen makes a drastic decision about her job.
- During the course of her birthday, US Marshal Mary Shannon tries to find out how a mob hit-man's son under her protection in WITSEC became one of the victims in a double homicide.
- Sophie upsets Lynn by skipping school and then enrages her more by inviting her father Daniel to Brighton's Parent Night. Meanwhile, Karen gets a job working as an assistant to a famous photographer, thanks to Julian. Elsewhere, Gideon and Annabelle's attempts to get closer fail at every hurdle.
- Lynn is under pressure as she faces possible eviction as well as the custody case with Daniel. Meanwhile, Karen discovers a secret.
- Daniel decides to fight for custody of Sophie. Karen gets a new agent and accepts some unpleasant assignments just so she can move up in the modeling world. Meanwhile, Lynn and Julian's relationship takes to take it's toll on Sophie and Nicky.
- All of the Kerrs get to experience their first snowstorm in New York all apart. Lynn is with Julian, Sophie and Nicky go to a party, and Karen uses Ben's invite to a party for her own use to meet agents.
- Lynn finds out that Karen's new boyfriend Luke Dalton is the venture capitalist that is potentially financing her new fashion line.
- Karen and Ben take their relationship a little further and Sophie and Chris share their first kiss.
- Karen awaits the results of the modeling contest; Lynn takes control of the showcase; Sophie tries to come to terms with Chris.
- Karen competes with other models for a spot in a national advertising campaign; Lynn grows less secure about the age difference between Jeremy and herself.
- Mary protects a 10-year-old witness from being returned to his father, but as the story unfolds learns new information about the boy she's protecting.
- Diamond thief, bigamist, and con-artist Teri Ranzino (aka Trudy Wainright, Tenley Bishop, Toni Denard, Tress Stevenson), is put into Witsec after stealing 10 million dollars in raw diamonds from her latest clueless husband/mark, getting arrested by the FBI, agreeing to divulge the whereabouts of 20 million dollars worth of illegal conflict diamonds, and giving up the identities of the men conspiring to sell them. After settling in to her new life, the now-Trenna Morris, finds a new rich man to marry, claims she really loves this one, and ropes Mary into being a bridesmaid. When the diamond smuggler, Ngwama Mubutu, sees her picture in the paper, however, "happily ever after" may not be in her future. Raphael proposes to Mary after being called up to the Majors, with disastrous results.
- Horst Vanderhoff, who reportedly works for a high-priced contract killer, gets popped by the F.B.I. negotiating a hit. With promises of delivering the boss, Lola, he goes into Witsec. While transporting Horst, Mary and Marshall are ambushed in the middle of nowhere, Marshall is shot, but they manage to force the would-be killers to retreat. Finding an abandoned building, they take cover and prepare to defend themselves when the assassins return at nightfall to finish the job.
- 10 years earlier - Following a street basketball game, and free-throw practice, orphaned Scott Worley and his baby brother Chris, witness the execution of one bookie by another, followed by threats of "You know what happens to snitches". Testifying landed them in the program as Marshal Mary Shannon's first protectees. Present day finds Scott owning an auto-repair business, and young Chris as a rising basketball star in college. Mary soon discovers that Chris has developed a serious gambling problem and is in thirty-thousand deep with his bookie. Unable to pay the debt, the bookie, Bill Donner, abducts Scott to force Chris to throw a ball game, leaving Mary and Marshall in a race against the clock... the time clock. Jinx gets news that her husband is going to be declared dead. Marshall hooks up with his former teacher's assistant he had in college, who gives him a different type of education.
- Over a year earlier, Mary had a tryst with an ex-cop/witness from Chicago, who is now being accused of murdering a cop in Albuquerque...also a former officer from Chicago. Mary and Marshall work to prove his innocence.
- After setting her cheating, art thieving husband up for the F.B.I., Marci and Jay Allen (now Arnstein) are placed into WITSEC, because the art smugglers/fugitives Jay worked with, are still at-large. As retaliation for his wife's betrayal, and as part of his deal with the D.O.J., Jay insists on bring his mistress into the program as well. Unfortunately for him, after six months, he tries to turn over a new leaf by getting Mary to re-relocate his mistress, Kay, moments before she shows up drunk at an art show, exposing Jay's secret to his wife. Shortly afterwards, Jay is critically shot. This begs the question... who shot Jay Arnstein? The scorned wife? The jilted lover? The smugglers? Or could it be some new, unknown threat? While recovering from a sports injury, Raf is laid-up at Mary's where he and her adversarial sister, Brandi, get a chance to know each other better.
- When teenager Iris McBride witnesses her boyfriend, Lawrence, being shot by a member of a violent Hispanic gang, she and her family must enter WITSEC to prevent retaliation for her planned ID and testimony. Iris's arrogant father, Dr. McBride, now Dr. Morris, goes ballistic, refusing to accept his forced circumstance, making life difficult for his family and the Marshal's alike. Fed up with his new lifestyle that he feels is beneath him, he tries to make his wife choose him, and their old life, over his daughter. Overhearing her Father's plan to leave the program, leaving her in it alone, but not hearing her Mother's refusal, Iris runs away. Lily, the "Morris's" youngest daughter divulges a secret she and Iris have been keeping about the shooting that changes everything. Brandi and Raph become closer.
- Donald Ferguson, who's under Mary's watch, dies in a suspicious car accident and it is up to Mary and Marshall to find out if it was just an accident or if it has something to do with the O'Connor family from his old life when he was known as Donald Fraser. Meanwhile, Brandi continues to flirt with Raphael despite Jinx warning her not to.
- Mary is abducted leaving a studio where her mother, Jinx, is auditioning for a musical, by blundering drug thugs who think she is Brandi, who really has stolen their drugs... twenty pounds of pure Meth. Brandi's New Jersey boyfriend, Chuck, is abducted by the thugs as well, after the drug dealers shoot and kill two F.B.I. agents in Chucks home, who had arrested him, and arranged to place him into WITSEC for his testimony about the drug ring. With precious few clues to go on, the Albuquerque P.D., the F.B.I., and the Inspectors for WITSEC forge a joint task-force to figure out who has kidnapped her, and hopefully rescue Mary from her abductors, before it's too late. Certain truths about Brandi are coming to light to the authorities.
- Two witness protectees, Tasha and Sergei, in the program for two unrelated cases, meet accidentally through a dating service, and discover each others' secret when Tasha catches Mary and Marshall at Sergei's house. Tasha and Sergei fight to stay together, until Mary discovers Sergei's enterprising new www.side-line, staring clueless, naked Tasha. Brandi boyfriend, Chuck, arranges a drug-buy for the methamphetamine she has been holding for him, with a man named "Spanky". When Brandi discovers an infant in the hotel bathtub of Spanky's front-team, Russell and Rachel, she wakes up to the reality of what she is doing, backs out, turning them in to the police instead.
- The family regroups after Mary's ordeal; Marshall & Stan deal with Spanky.
- Mary tries to cajole a reluctant marijuana grower (and user) to testify against his former partners who are being prosecuted for the murder of a DEA agent six months earlier -- or else he and his family will be dropped from the WITSEC program and he'll be prosecuted for the murder. In the meantime, in the continuing fallout from the investigation of Brandi's possible drug possession and Mary's kidnapping, Mary is shadowed by a psychologist who will determine whether Mary can be returned to full status with the Marshal's Office.
- A woman with three children who tries to find a man who can take care of them, hooks up with a criminal. When the man is arrested and she agrees to testify against him, so she enters the Witness Protection Program under Mary's supervision. When she continues to get a man, her eldest son is tired of it and Mary offers to help him get emancipated.
- One of Mary's witnesses, an ex-mercenary who was supposed to testify against a former partner who killed 17 innocent people while assassinating a Mexican kidnapper, is trapped in the rubble of a collapsed building. Mary manages to reach his side and tries to keep him alive, in part by providing him with medical aid, and - because his face has been shown on television - by shielding him from other mercenaries who might target him while he is trapped. In the meantime, Brandi tries to apologize to Peter Alpert, the coordinator of the AA group whom she deceived by posing as Jinx.
- The Albuquerque P.D. finds a body buried and with it Stan's old id. When Stan arrives he says he thinks the body was the first witness he handled: a comedian named Willie Rip. Willie was performing in a club owned by criminals at that time and saw them kill someone. The criminals were about to kill him when his girlfriend Gwen saved him, and following this they both entered the witness relocation program. Stan misses out details of Gwen when re-telling the story for Dershowitz. And when Dershowitz asks for the man's file, Stan withholds part of it.
- Someone from Washington comes to New Mexico to shoot a new U.S. Marshalls training video and they are instructed to give the director any help they can. And Mary balks at it so Marshall offers to be the technical advisor but when he learns that the son of one his witnesses, Joseph Tancredi has died, he has to go tell him. Joseph wants to go to the funeral but WITSEC rules forbids it. So Joseph decides to leave the program. Marshall then decides to use his vacation and accompany him to Chicago. Mary in the meantime is not being a team player with the director.
- Mary is placed on administrative leave pending the investigation of the FBI's raid on her house at the conclusion of the previous season. (The FBI unsuccessfully searched Mary's house for the drugs that her sister Brandi was holding for Brandi's boyfriend, Chuck.) While on leave, Mary's cases are given to Marshall, but Mary is allowed to work unofficially -- as Marshall's deputy -- when one of Mary's witnesses, who had been taken into the program 17 years earlier, dies under mysterious circumstances.
- A Jewish man from New York who, wanting to raise some money so that he and his wife could start a family, went into business with some Albanian criminals and used his father in law's business as a cover. But when the FBI assumed his father in law was the one associating with the Albanians and came to arrest him, he came forward. But his wife shunned him. He entered the Witness Protection Program and spent most of his time longing for his wife. One day he informs Mary that someone is following him. She learns that he was not sent by the Albanians but is a Rabbi from New York. The Rabbi was sent by his wife, who wants a divorce, so he has to sign something. He refuses to do it unless his wife tells him herself. So she comes to New Mexico and he learns something she's been keeping from him which makes him unwilling to give her what she wants.
- A special witness is brought to WITSEC - a woman from Latin America named Francesca Leandra, who barely escaped assassination in her home country because of her political activities. The State Department asks that WITSEC assign Mary to her full time, and Mary initially likes staying in the palatial home the government has found for her. But Francesca rebels against the opulent surroundings, and insists upon relocation to the most crime-ridden part of Albuquerque. This leads to a series of confrontations with the gang members in that part of town - and eventually, to Mary getting shot while trying to protect Francesca.
- A master counterfeiter goes into Witness Protection after she discovers her girlfriend and partner in crime cheating on her with one of her male business partners.
- Marshall is assigned to handle the case of Norman Baker, an engineer who designed a bridge that later collapsed. Baker testifies against Karl Hogeland, the head of the construction firm that built the bridge, but Hogeland and several relatives of those killed in the collapse still threaten Baker's safety. After a year in the WITSEC program, however, Baker continues to be obsessed with proving that the collapse wasn't his fault. In the meantime, Brandi continues to be pursued by Peter Alpert, whom she met while covering for her mother at AA.
- Mary's witness, Dennis Stewart, testified against another convict in a prison stabbing case. Mary gets Dennis a job in a flower shop owned by her friend Colin, an ex-biker. When Colin gets violently stabbed at work one day, however, Mary and Det. Dershowitz reluctantly begin to wonder if Dennis, despite his mild persona, might have been capable of this crime - particularly when some unexplained stabbings show up in his past. While this is going on, Jinx and Brandi receive a visitor who brings them startling news about Jinx' estranged husband.
- Months after the investigation of Mary's kidnapping, and the FBI's unsuccessful raid seeking methamphetamine at Mary's house, the FBI arrests Brandi on drug charges stemming from that investigation. Wondering where the FBI got new information to bring the charges, Mary asks Stan's help to sweep her house for bugs, and they discover a device planted in one of the walls. Mary learns that the young woman who recently came to visit Jinx might be her half-sister - but suspects that that woman might actually have been part of an FBI ruse.
- Mary's newest witness is a security officer from Chicago named Ed Fogerty, who becomes enraged when told that his placement with WITSEC means that he cannot have visitation with his son Miles. Not wanting Ed to bolt from the program, Mary and Marshall try to arrange for Ed to have visitation with Miles that is supervised by the Marshal's Service. But they discover that the address and telephone number for Ed's ex-wife seem to be phony - and then become bewildered as they gradually conclude that Ed's son never existed.
- Jesus Moreno, a former lieutenant to a Miami crime boss, enters the WITSEC program after his wife is gunned down by his former employer's gunmen. Accompanying him into the program is his 18 year-old daughter Olivia, who also witnessed her mother's murder - and whose rebellious behavior creates regular conflict with her father. The plans for Moreno's upcoming testimony against his former boss are hobbled, however, when Olivia disappears on the eve of the trial. As Mary deals with the problems in the Moreno family, she is also confronted with a surprise visit by Rafael's mother from the Dominican Republic. She has made the trip to celebrate Mary and Rafael's engagement - even though Mary actually rejected Rafael's marriage proposal several months before.
- A Wall Street fund manager entering WITSEC with his wife wants to give away all his assets, amounting to $137-million.
- A former high line thief from Boston tries to give up crime for the sake of his teenage son, and Mary and Marshall search for the person who nearly killed Mary in the season two cliffhanger.
- A break in threatens the security of the first witnesses Mary and Marshall handled together, prompting flash backs to the way Mary joined WitSec.
- An ATF agent is shot by a weapons dealer he was working on. He ends up in a coma and wakes up a few years later. He is told that he is now in the Witness Protection Program and Mary's in charge of him. He asks to see his girlfriend. Mary says she'll do what she can. Raphael's aunt comes for a visit and questions Mary about her plans with Raphael. The agent meets with the prosecutor who tells him that his partner, who at the time of his shooting was addictive to pain killers which made him unconscious when he was suppose to back his partner. So they need his testimony to put the man who shot him away. And it's not a good time for him to see his girlfriend. After he leaves, the prosecutor tells everyone including Mary that his partner and girlfriend are now married. They try to convince him to wait after the trial but he bolts to see her.