# Models Inc.

Models Inc. is an American prime time soap opera that aired on Fox during the 1994–95 television season. A spinoff of Melrose Place, it is the third series in the Beverly Hills, 90210 franchise. The series was created by Frank South and Charles Pratt Jr., and executive produced by Aaron Spelling, South, Pratt, and E. Duke Vincent. Models Inc. revolves around a Los Angeles modeling agency run by Hillary Michaels (Linda Gray), the mother of Melrose Place's Amanda Woodward (Heather Locklear). The series lasted only a single season.

## Cast
### Main characters

* Linda Gray as Hillary Michaels, the owner and president of the upmarket Los Angeles modeling agency, Models Inc. Twice-divorced, she is the mother of Amanda Woodward from her first marriage (to Palmer Woodward), and David Michaels from her second marriage (to Jack Michaels).
* Cameron Daddo as Brian Peterson, a jet-set photographer and Teri's boyfriend before her death. Later, he becomes involved with Sarah, then Cynthia, but their relationship is plagued by her controlling ex-boyfriend Frank, who eventually kidnaps, beats and rapes her.
* Brian Gaskill as David Michaels (episodes 1–12), Hillary's son and vice president of the agency. He is in an on-again-off-again relationship with model Julie Dante, and also becomes involved with Sarah Owens. Midway through the series, David leaves Los Angeles for Paris to form his own modelling company.
* David Goldsmith as Eric Dearborn, a sleazy wannabe rock star and Linda's abusive boyfriend. They eventually break up, but he feels deep regret over how he treated her, and they remain friends. When his career fails to get off the ground, he falls into prostitution. Later, Grayson recruits him to take down Adam, however he turns on her.
* Teresa Hill as Linda Holden, a model troubled by her past as a porn actress. She is initially involved with Eric, who blackmails her with her sex tape, and later is involved with millionaire Chris White.
* Heather Medway as Stephanie Smith (episodes 1–8), the receptionist at Models Inc., who has an obsessive crush on Brian. Later, she is revealed as Teri's killer, and also tries to kill David and Sarah before being arrested for her crimes.
* Carrie-Anne Moss as Carrie Spencer, an aging model, and a veteran at Models Inc. since the age of 17. She is the older sister of Teri, whom she has a rivalry with, and her initial storyline resolves around her secret son, Kyle, and her affair with his adoptive father Paul. When Grayson gains control of the agency towards the end of the series, Carrie is forced out and becomes a prostitute to make ends meet. In the season finale, Carrie is kidnapped and held captive in Central America.
* Cassidy Rae as Sarah Owens, a young and naive model who is new to the fashion industry, originally from the Midwest. She moves into the beach house and becomes Julie's primary rival. During the series, she battles with alcohol and substance abuse, eventually checking herself into rehab.
* Stephanie Romanov as Teri Spencer (episodes 1–8), and Monique Duran (episodes 8–29). Teri is Carrie's sister and one of the world's most famous supermodels. She is pushed off the balcony of a high rise building and killed in the pilot episode, appearing in the show until her killer's reveal via flashbacks. Monique is a doppelgänger of Teri's, who joins the agency midway through the show. She enters a relationship with nightclub owner Adam Louder, and becomes a target of his vindictive ex-wife Grayson.
* Kylie Travis as Julie Dante, an ambitious Australian-born supermodel with a bad reputation. Her wild lifestyle and public drunkenness have made her a tabloid fixture. Julie endured a rough childhood with a neglectful, alcoholic, adoptive mother and a sexually abusive, alcoholic stepfather, which gave her a cynical attitude and a pessimistic view on life. She initially feuds with Sarah, but mellows as the series progresses. Later, she fights with Monique over Adam Louder, before admitting her feelings for novelist Craig Bodi.
* Garcelle Beauvais as Cynthia Nichols (episodes 9–29; recurring episodes 5–8), a beautiful, African-American model who suffers from bulimia and becomes involved with Brian. She endures a violent kidnapping and rape at the hands of her abusive ex-boyfriend Frank, whom she shoots and kills.
* Emma Samms as Grayson Louder (episodes 18–29), Adam's scheming, sociopathic, English ex-wife, who is arrives in Los Angeles after being presumed dead. Trying to drive a wedge between Monique and Adam, she buys half of Models Inc. from Hilary, and brings in new "models" from her former career as a madam. In the season finale, Grayson arranges Carrie's abduction and plots to kill Monique at her wedding to Adam. In the alternate ending, it is revealed that Grayson had been slain by the hitman she had hired to kill Monique. Like Heather Locklear in Melrose Place, she is credited as "special guest star" in the opening credits, alongside the main cast.

### Recurring characters

* Robert Beltran as Louis Soto, a police lieutenant investigating Teri's murder and becomes involved with Hilary
* William Katt as Paul Carson, Carrie's married lover and adopted father of her son Kyle
* Kurt Deutsch as Chris White, Linda's wealthy love interest and heir to a soap company
* James Wilder as Adam Louder, the owner of the nightclub Stage 99 and Grayson's ex-husband, who becomes romantically involved with Monique, Wilder previously appeared on Melrose Place as Reed Carter
* John Haymes Newton as Mark Warriner, a priest who has fling with Sarah, Newton would later appear on Melrose Place as Ryan McBride
* Don Michael Paul as Craig Bodi, a wealthy author posing as beach bum who writes an exposé called Skin Deep about the models of Models Inc., later falls in love with Julie
* Lonnie Schuyler as Ben Singer, Adam's right-hand man, Schyler also later appears on Melrose Place as Alan Ross
* Harley Venton as Dr. Richard Heller, Carrie's sleazy psychiatrist who gets her committed to seduce Hillary
* Johnathan Schaech as Frank Thompson, Cynthia's psychotic ex-boyfriend
* Kim Zimmer as Joan, an older woman who hires Eric as a prostitute
* Lisa Akey as Anna Jacobs, Julie's estranged stepsister

## Production and development

Models Inc. is the third series in the Beverly Hills, 90210 franchise, and a direct spinoff of Melrose Place. In its second season (1993–94), Melrose Place was one of Fox's highest-rated shows, and had been called "arguably the hottest one-hour drama on television". In December 1993, Fox announced plans for a Melrose Place spinoff called Models Inc., set in a Los Angeles modeling agency. Spelling said, "[Fox] asked if we would do an eight-hour series. And we came up with Models." He initially explained that the series would center on Melrose Place character Jo Reynolds (Daphne Zuniga), and that two models would move into the titular apartment complex on Melrose Place before being transplanted into the new series. Entertainment Weekly also reported that the estranged mother of Amanda Woodward (Heather Locklear) would be introduced on Melrose Place to eventually lead Models Inc., and Locklear would not be headlining the new series as previously reported. Darren Star, the creator of both Beverly Hills, 90210 and Melrose Place, was not involved with Models Inc., which was created by Charles Pratt Jr. and Frank South, and executive produced by Aaron Spelling, Pratt, South, and E. Duke Vincent. Star said of the potential series, "It was one spin-off too many for me", though Spelling noted, "No one even thinks of Melrose as a spin-off anymore." Most of the connections to Melrose was phased out during the series, however references to Escapade Magazine (Billy Campbell's workplace in Melrose) were frequent throughout, and Sarah was admitted to Wilshire Memorial Hospital (Michael and Kimberly's workplace in Melrose) after the death of her baby later in the series.
Farrah Fawcett was considered for the lead role in Models Inc., which ultimately went to Linda Gray. The rest of the cast were unknowns, and Spelling promised "a great deal of backbiting" on the new series. Gray's Hillary Michaels, Amanda's mother, was introduced in the last few episodes of Melrose Place's second season to set up the new series.
After five months, producers were not satisfied with Models Inc.'s Nielsen ratings, and Pratt said, "I'm willing to try anything to keep this show on the air." A new direction in the writing dropped implausible storylines and promised "more romance, more modeling, and more personal traumas". Brian Gaskill was written off, and Emma Samms was brought in as villainess Grayson Louder. With Fox promoting her as the Heather Locklear of Models Inc., Samms said, "I will do the best I can, but I can't concern myself with whatever expectations there are."

## Episodes

| No. | Title | Directed by | Written by | Original release date | Viewers (millions) |
| 1 | "Pilot" | Charles Correll | Frank South & Charles Pratt Jr. | June 29, 1994 (1994-06-29) | 13.1 |
| Tired of Hillary's influence, Teri decides to quit Models Inc. and negotiate her own contracts. During an agency party, a drunken Teri plunges off a high-rise building to her death. It is initially believed to be a suicide, but soon ruled a murder. The suspects include Hillary, because of her anger about the financial losses she will suffer due to Teri's departure; Brian, whose advances she spurned; and Carrie, whom Teri taunted about her spiraling career and the child she gave up for adoption. Sarah moves out of Jo Reynolds' apartment and into the agency's beach house with the other models. She teases her friends Jake and Jo about their confused relationship before heading on her way. David immediately takes a special interest in Sarah, sparking jealousy in Julie. Meanwhile, Sarah tries to win over Julie by helping her expose a photographer who promised career advances in exchange for sex. Julie goes on a drinking binge during a New York audition and loses the gig to Sarah. She accuses Sarah of betrayal and vows revenge. Also, Linda tries to hide the truth about her abusive relationship with Eric. ||||||
| 2 | "Be My, Be My Baby" | Paul Lazarus | James Kramer | July 6, 1994 (1994-07-06) | 10.3 |
| A scuffle erupts at Teri's funeral. Hillary angers David by ordering him away from Sarah; she considers their relationship unprofessional. Hillary tries to put the moves on Lt. Soto, who is heading up the investigation of Teri's murder. She insists that her attraction to him has nothing to do with the fact that she is the prime suspect. Meanwhile, Carrie learns her son's whereabouts and makes a "business proposition" to his adopted father. Julie acquires a bad reputation following the incident in New York. Eric blackmails Linda with a porn video she once appeared in. ||||||
| 3 | "It'll Never Happen Again and Again and Again" | James Whitmore Jr. | Jule Selbo | July 13, 1994 (1994-07-13) | 9.2 |
| Sarah, still haunted by memories of an abusive relationship, pushes David away. He gets drunk and sleeps with Julie, who is stung when he calls their night together a mistake. Hillary and Lt. Soto consummate their relationship, complicating the murder investigation. Carrie meets her son, Kyle. Eric uses Linda to help him make connections in the music business. He continues to hold the illicit tape over her head. ||||||
| 4 | "Skin Deep" | Charles Correll | Robert Guza Jr. | July 20, 1994 (1994-07-20) | 9.7 |
| Brian becomes attracted to Sarah and objects to her relationship with David. Sarah again backs away from David, who tries to prove himself with a sudden proposal. Julie breaks up their quickie wedding and reveals that David slept with her. Carrie and Paul grow closer during a photo shoot in Cabo San Lucas. Eric receives an offer from a record company, but expects Linda to finance him. ||||||
| 5 | "Strictly Business" | Chip Chalmers | Susan Cridland Wick | July 27, 1994 (1994-07-27) | 8.9 |
| Cynthia Nichols, a confident African-American model, joins the agency. When Eric demands more money from Linda, she turns him down and finally dumps him. She moves into the beach house. Julie succeeds in keeping Sarah and David apart. Paul's wife orders Carrie to keep away from her family, but Carrie continues to move in on Paul and Kyle. Suspicion in the murder case falls on Brian because of his obsession with Teri. Stephanie, the agency's receptionist, provides him with an alibi. She is crushed when Brian ignores her to pursue Sarah. Hillary is jailed for the crime, while the real killer executes a violent attack on David. ||||||
| 6 | "When Girls Collide" | Paul Lazarus | James Kramer | August 3, 1994 (1994-08-03) | 9.7 |
| With both Hillary and David out of commission, Julie seizes control of the agency. She reassigns one of Sarah's jobs to Linda. Linda is concerned after Marcia Carson launches into a tirade about Carrie. Kyle objects to Carrie's interference with his parents' marriage. Linda tries to move on with her life; she begins seeing Chris White, the handsome heir to a soap company. Brian seeks a relationship with Sarah, but cannot get over his feelings for Teri. Stephanie offers to finance Eric's demo tape. He later pays a visit to a loan shark. ||||||
| 7 | "Nothing Is as It Seems" | Victoria Hochberg | Jule Selbo | August 10, 1994 (1994-08-10) | 9.7 |
| Hillary is released from jail. She and Julie try to nurse David back to health. David resolves to separate Brian and Sarah. Sarah experiences doubts about Brian following startling revelations about his past. Brian is arrested for suspicion of murder. Linda's relationship with Chris deepens, despite Eric's hold over her. Carrie tells Hillary the truth about her connection to Kyle. ||||||
| 8 | "Meltdown" | Chip Chalmers | Robert Guza Jr. | August 17, 1994 (1994-08-17) | 10.2 |
| Brian is released, but a spooked Sarah decides to keep her distance. Hillary gets her hands on the tapes of Linda. She threatens to destroy Eric's music career unless he stays out of Linda's life forever. Carrie finally tells Paul that she is Kyle's biological mother. Paul explodes with anger and ends their relationship. Sarah is trapped in a house with the murderer during a power outage. Stephanie reveals that killed Teri in a jealous rage because of her fixation on Brian, and plans to do the same to Sarah. Brian and David help save Sarah and subdue Stephanie, who is taken into custody. Although David had expressed frustration at Julie's attempts to play nursemaid, he seems surprisingly conciliatory as she sees him home from the hospital. A woman who is a dead ringer for Teri appears in Hillary's office and expresses an interest in joining the agency. ||||||
| 9 | "Old Models Never Die" | Parker Stevenson | Susan Cridland Wick | September 7, 1994 (1994-09-07) | 13.8 |
| Hillary is thrilled by the arrival of Monique Duran, a woman with Teri's looks but not her nasty attitude. The already-fragile Carrie cannot handle living and working with a constant reminder of her sister. Hillary dumps the smitten Lt. Soto. Sarah hits the bottle after Brian tells her that things cannot work between them. Linda moves into Chris's mansion. Eric seeks her help when he has difficulty paying off a debt to some dangerous individuals. ||||||
| 10 | "Good Girls Finish Last" | Reza Badiyi | Charles Pratt Jr. | September 14, 1994 (1994-09-14) | 11.1 |
| Eric warns Linda that Chris has a dark side. Linda snoops in the house and discovers newspaper clippings discussing Chris's arrest on rape and murder charges. Chris holds Eric at gunpoint when he trespasses at the mansion. He later proclaims his innocence to Linda and points out that he was acquitted of all charges. Julie refuses to warm to Monique, whom she views as more competition. Hillary schemes to break up David and Julie, and presents Julie with a lucrative long-term job offer--in Europe. David, fed up with his mother's meddling, quits the agency. Monique is instantly attracted to Adam Louder, owner of the dance club Stage 99. Carrie's mental health continues to go downhill after a talk with Paul. ||||||
| 11 | "Ultimatums Are Us" | Martin Pasetta | Jule Selbo | September 21, 1994 (1994-09-21) | 11.4 |
| David and Julie plan to start their own agency. They try to steal away Monique, Linda and Cynthia, but snub Sarah. Hillary uses the threat of legal action to bring the models back into the fold. David decides to leave the country and set up his own agency in Europe. Sarah's downward spiral continues, as she finds herself behind bars. Carrie considers plastic surgery in the hopes of revitalizing her career. Chris's father offers Linda an exclusive contract to become the spokes model for his company. Hoping to turn his life around and prove himself to Linda, Eric takes a bartending job at Stage 99. Monique is intrigued by a dinner invitation from Adam, but disappointed to learn that he just wants to hire her as an escort for social functions. He explains that he does not date. ||||||
| 12 | "Ghosts" | Chip Chalmers | Robert Guza, Jr. | September 28, 1994 (1994-09-28) | 11.3 |
| Monique pressures Adam to explain his aversion to relationships. He reveals that he is still haunted by memories of his late wife, Grayson. Linda begins to feel like a possession after signing on with the Whites' company. Sarah tries to learn the identity of the man who saved her from the wreckage after a car accident. Carrie returns to the agency--as Hillary's assistant. ||||||
| 13 | "In Models We Trust" | Jefferson Kibbee | Jeff King | October 12, 1994 (1994-10-12) | 11.0 |
| Linda accepts a marriage proposal from Chris. Eric shows up at the house and serenades Linda in the hopes of changing her mind. Chris becomes furious and threatens Eric. He gets into a scuffle with Linda and falls down the stairs. Linda fears that Chris is dead, and Eric tries to help her cover up the incident. Adam agrees to move on with his life and date Monique. Julie bets her charming neighbor, Craig Bodi, that she can claim Adam for herself. Carrie impersonates Hillary and sleeps with potential new clients. Cynthia receives threatening phone calls and letters. Sarah is shocked to discover that Mark is a priest. ||||||
| 14 | "Love and War" | Marina Sargenti | Susan Cridland Wick | October 19, 1994 (1994-10-19) | 9.4 |
| Chris survives his injuries, but lies to the police by claiming that Eric attacked him. Linda pleads with him to drop the charges, and their relationship comes to an end. Brian tries desperately to protect Cynthia after her stalker makes an appearance. Mark violates his vows by sleeping with Sarah, but later regrets it. Julie convinces Craig to pose as her boyfriend after a warning from Monique. She continues to chase after Adam, with little success. Hillary forgives Carrie, although she still has good reason to doubt her mental competence. ||||||
| 15 | "Clash of the Super Vixens" | Parker Stevenson | Charles Pratt Jr. | October 26, 1994 (1994-10-26) | 10.6 |
| Cynthia identifies her stalker as an abusive former boyfriend, Frank Thompson. Brian continues to watch over Cynthia, and throws a Halloween party at his loft to cheer her up. After the party, Brian and Cynthia give in to their growing attraction. Adam drifts away from Monique as the anniversary of Grayson's death approaches. Julie hopes to take advantage of the friction between the couple. Mark leaves the priesthood to start a new life with Sarah. Hillary realizes the extent of Carrie's problems and tricks her into seeking psychiatric help. ||||||
| 16 | "Look Who's Stalking" | Michael Vejar | John Eisendrath | November 9, 1994 (1994-11-09) | 9.6 |
| Cynthia tries to file a restraining order against Frank, who continues to gawk at her from an apartment across the street from the loft. Her request is denied, as there is not enough evidence of wrongdoing. Brian becomes fed up and attacks Frank, who then gets a restraining order against him. Brian implores Cynthia not to leave town. After Adam makes it clear that he is not interested in Julie, Craig urges her to give up on him. Craig and Julie admit their feelings for each other. Adam tries to convince Monique that he wants to move forward with their relationship. Carrie's psychiatrist seduces her, and then makes a play for Hillary. When Carrie confronts Heller, he claims that she is delusional and has her committed. Eric's record deal falls apart when the company experiences financial problems. He doesn't tell Linda because he no longer wishes to be a burden. Sarah has second thoughts about Mark's decision. ||||||
| 17 | "Blind By Love" | Reza Badiyi | Jule Selbo | November 16, 1994 (1994-11-16) | 9.6 |
| Brian devises a way to fight back against Frank, as he hopes to either discourage him or provoke a reaction that will lead to his arrest. Brian and Cynthia have sex in front of the window, enraging Frank and forcing him to look away. Frank seems to have given up, but ambushes Cynthia while Brian is away. He kidnaps her at knifepoint. Adam is questioned about drug sales at Stage 99 following an overdose. Monique investigates based on information she overheard in the restroom, but gets too close to the truth. A man holds a gun to Monique's head, and then shoots at Adam when he tries to intervene. Adam's best friend Ben conveniently comes to the rescue. Shaken by the thought of losing Monique, Adam pops the question. Eric works as a male prostitute to help pay his bills. Carrie faces a panel that will determine whether she is sane. Desperate to expose Heller, she asks Sarah to pose as a patient and record him making unwanted advances. Julie finds out that Craig may not be as poor as he wants her to believe. ||||||
| 18 | "Till Death Do Us Part" | Martin Pasetta | Robert Guza Jr. | November 23, 1994 (1994-11-23) | 8.6 |
| Brian attempts to rescue Cynthia, and ends up in Frank's clutches. He is bound and gagged, and can only watch helplessly as Frank rapes and savagely beats Cynthia. Cynthia later gets free and kills Frank to avenge the rape. Monique and Adam's wedding plans come to a halt when his wife Grayson, who had been presumed dead, suddenly resurfaces. Carrie tries to convince Heller to release her from the institution. Eric adds to his clientele. ||||||
| 19 | "Bad Moon Rising" | Jerry Jameson | Charles Pratt Jr. | November 30, 1994 (1994-11-30) | 10.7 |
| Grayson's stunning return creates problems for Adam and Monique. Julie learns that Craig is actually a famous author; she discovers that he is working on a novel based on the occurrences at Models Inc. She is furious--particularly at his comments about her earlier behavior--but Craig pacifies her when he shows her a section in which he speaks of his love for her. Carrie faces a transfer to an out-of-town institution and possible lifetime commitment. Hillary exposes Heller's actions and springs Carrie. Cynthia has difficulty dealing with the rape, and shuts out Brian. ||||||
| 20 | "Of Models and Men" | Linda Day | Susan Cridland Wick | December 14, 1994 (1994-12-14) | 9.2 |
| The evil and devious Grayson begins her plan to break up Adam and Monique by playing on Adam's sympathy in which he moves her into his house. But when Adam continues to spend time with Monique, Grayson deliberately fakes a suicide attempt. Meanwhile, Craig takes Julie on a fantasy evening where he pulls out all stops to make up with her. Rape victim Cynthia enters a therapy group to deal with her trauma. Also, Sarah's continued drinking seals her fate with Hillary who catches Sarah during one of her drunken stages. ||||||
| 21 | "Out of Control" | Parker Stevenson | Jeff King | December 21, 1994 (1994-12-21) | 9.0 |
| Craig takes Julie to Hawaii for a vacation where she ruins the trip by making business connections to further advance her career. Afterwards, Craig finally breaks up with Julie after she admits that she cares more about her career than him. After Adam learns that Grayson faked a suicide attempt, he officially files for divorce. But Grayson blocks Adam's plans for their divorce by refusing to yield her shares of Stage 99 during a divorce settlement. After her success in a photo shoot, Sarah gets an overconfident, egotistical leap and gets on everyone's nerves. Also, Cynthia still has problems despite dropping group therapy when she becomes obsessed with her looks and begins eating and purging. ||||||
| 22 | "Grayson Inc." | Victoria Hochberg | John Eisendrath | January 2, 1995 (1995-01-02) | 8.9 |
| Although Adam offers Grayson a generous sum to buy out her share of the Stage 99, she has another price in mind to spend one night with him. Adam agrees, but only sees sex as a business transaction. Grayson is offended and sells her shares back to him. Meanwhile, Hillary tries to obtain financing to keep the agency in business, while in an attempt to break from her loneliness, she makes a play for Jack Michaels, her ex-husband from her second marriage. Later, after Jack rejects Hillary's advances, she calls a male escort service and gets a surprise when Eric is her date in which the two end up talking and laughing about their messed up lives. Meanwhile, Craig's new book, 'Skin Deep,' detailing all about him and Models Inc. becomes a best-seller. Sarah goes on national TV to try to set the record straight, but only says negative things about everyone. Then Linda gets the last laugh when she tampers with Sarah's shampoo causing her hair to temporarily turn green. Also, Cynthia's career is upbringing, but her secret battle with bulimia is slowly destroying her. At the end, Grayson turns her plans towards Hillary when she uses her new windfall to buy Models Inc. ||||||
| 23 | "Men Don't Leave" | Marina Sargenti | Jule Selbo | January 9, 1995 (1995-01-09) | 7.2 |
| With Grayson in charge of the agency, she puts Hillary in a second chair to her and now sets out to ruin Monique's career, but is met with aggressive resistance. When Grayson decides to put the beach house up for sail, Julie approaches Craig to buy the house in order to prevent the models from being evicted. Mark invites Sarah to his first church mass as an ordained priest, but Sarah makes a startling discovery about herself that could jeopardize her and Mark future. Brian finally learns about Cynthia's bulimia after finding her junk food stash after she faints. ||||||
| 24 | "Bring the Family" | Les Sheldon | Robert Guza Jr. | January 23, 1995 (1995-01-23) | 10.4 |
| Grayson arranges another plan of revenge after Monique crashes a invitation audition. After dropping hints to Adam, he and Eric investigate and find Grayson's two-year-old son Daniel. Julie befriends a female writer who could jeopardize her relationship with Craig while she is working on turning Craig's book into a TV movie with the intention to cast herself in the lead. Meanwhile, Sarah is forced to make certain decisions about her pregnancy, especially telling Mark that he is the father. Also, Brian tries to persuade Cynthia to get help, but she denies having a problem with bulimia, until she passes out in a hot tub and Craig and Julie have to revive her. ||||||
| 25 | "Really Big Problems" | Jefferson Kibbee | Charles Pratt Jr. | February 6, 1995 (1995-02-06) | 10.1 |
| Grayson sets out to prove that Adam is the father of Daniel while Monique is determined not to let this interfere with her wedding plans and ends up tampering Adam's paternity test. Meanwhile, Julie learns that her new writer friend was previously engaged to Craig, and she then takes a gamble on her future with him. Sarah's pregnancy becomes an issue for pro-choice Linda and pro-life Carrie. When Sarah finally decides on an abortion, her freedom of choice is taken from her when she gets hit by a car and miscarries. Mark visits Sarah in the hospital, but angry that she chose an abortion in the first place, he leaves her for good. Also, Cynthia tries to cut short her hospital stay by saying that she's cured of her bulimia despite her doctor's objections. ||||||
| 26 | "Adam's Family Values" | Marina Sargenti | Richard Gollance | February 13, 1995 (1995-02-13) | 9.3 |
| Julie rejects an overtone of reconciliation from her visiting, estranged stepsister, Anna Jacobs, from Australia because Julie still bitterly hates Anna for affecting her relationship with her father. Meanwhile, Grayson recruits Carrie for a call-girl program to infuse the struggling agency with quick cash, while Grayson also uses little Daniel to get Adam back and hires Adam's right-hand man, Ben, as a guardian to Sarah, who begins giving Sarah booze and drugs as part of Grayson's plan to destroy her too. Adam and Monique lease a house for three, including young Daniel, but she thinks it's one too many for she isn't ready to be a mother yet. ||||||
| 27 | "By Crook or by Hook" | Jerry Jameson | Kathryn Baker | February 20, 1995 (1995-02-20) | 9.8 |
| Anna joins the agency, much to Carrie's chagrin. Anna then starts making advances towards Craig as part of her plan to land the lead for a movie role of his book about Models Inc. But Craig turns Anna down and now realizes the reason for Julie to detest her Meanwhile, after Grayson pulls a trick on Adam by having him arrested for an "unauthorized visit" with Daniel, both sides agree to an abiding arbitration for custody of their son. But both Grayson and Monique play dirty to get Adam to pick one of them. Also, Hillary warns Sarah to stay away from Ben, but to no avail as he continues to supply her with liquor and drugs. ||||||
| 28 | "Exposure" | Les Sheldon | John Eisendrath | February 27, 1995 (1995-02-27) | 10.2 |
| During Adam and Grayson's court battle for custody of Daniel, Grayson tries to blackmail their arbitration judge to rule on her behalf after finding out that Judge Moore is one of her clients for her call-girl ring. But when Carrie learns what Grayson did, she exerts some influence of her own and threatens Judge Moore to reverse his ruling, and turns the tables on Grayson. Meanwhile, Brian give Anna a place to stay after Julie throws her out of the beach house. Cynthia is devastated when Brian tells her that her bulimia has made her unattractive. Sarah's wild parting and drinking begins to catch up with her, and later endangers her when Ben tries to get her to work in a strip club. Also, Joan's ex-husband tells Eric to break up with her for an annuity of $10,000, or she will lose a million dollars in an alimony claim. After thinking about it, Eric decides to accept the offer and he leaves Joan for good. ||||||
| 29 | "Sometimes a Great Commotion" | Linda Day | Charles Pratt Jr. | March 6, 1995 (1995-03-06) | 10.3 |
| In the season final, Sarah's father arrives in Los Angeles for a visit, and tries to get her to alter her behavior over her drinking and drug use. Mr. Owens then confronts and beats up Ben for abusing his daughter and finally gets Sarah checked into a rehab clinic. Meanwhile, a smitten Cynthia wants to reconcile with Brian, but catches him in a compromising position with Anna, while at the same time Anna tries to get herself included as a bridesmaid for Adam and Monique's wedding. But Julie, Linda and Cynthia "encourage" Anna to back out when they push her down a small flight of stairs. After Carrie resigns from the agency, she finally tells Hillary about Grayson's new models who are all ultra-high priced call girls. After Hillary threatens to blow the whistle on Grayson, she figures out that Carrie betrayed her. So, Grayson successfully gets revenge when one of her prostitutes and a strong-armed thug (guest star Mitch Pileggi) arrange for Carrie to be kidnapped. They drug and then ship Carrie to a brothel in an unnamed Central American country and brutally torture her. In a last ditch effort to stop the wedding, Grayson tries drugging Adam, but he wises up and turns the tables on her again by switching his drugged drink with hers. Infuriated, Grayson hires an assassin (the same thug who entrapped and shanghaied Carrie to Central America) to kill Adam during the wedding ceremony. When the hitman, perched as a sniper atop the church balcony, tries to shoot Adam at the altar, things go wrong when little Daniel gets in the way and Grayson too gets in the way to save her son from getting shot and in the confusion, the sniper opens fire. ||||||

### Alternate ending

The last episode of Models Inc. ended with a cliffhanger that left multiple storylines, including Carrie's abduction, unresolved. Later, the series aired in the European market with an alternate ending that featured Grayson's death and Hillary shuttering Models Inc. The series was subsequently aired on E! with the new ending.

## Broadcast

Models Inc. aired on the Fox television network during the 1994–95 television season, premiering on June 29, 1994 (1994-06-29). Despite the presence of Gray and the mid-series introduction of Samms, the show's ratings remained poor, and it was canceled in 1995 when it placed 113th in the ratings with an average 7.1 rating.

## Reception

Ken Tucker of Entertainment Weekly praised Kylie Travis, calling her the show's "major casting coup", but added that Models Inc. was "trying much too hard to match Melrose for self-consciously outrageous campiness." Tony Scott wrote in Variety, "No one does much acting, since not much is required, but the posturings are pretty. The couplings are so far uninviting, the script by creators South and Pratt off-the-rack material." David Hiltbrand of People described the show as "part underwear ad, part catfight, part Lifestyles of the Rich and Famous and part psycho ward" and noting that "so far it's also pretty stiff and strident, particularly in regard to the acting."