Ben and Lisa return to England and they move in with Ben's friends Tank Top in Liverpool. They decide to purchase a bar in Liverpool but get conned. Ben wakes up in bed with another woman, a model/escort named Kay.
Burton pressures Kay for the money she owes him. Lisa, Kay and Polly go for a night out. Kay is mugged and her and Ben bump into each other. Debbie tries to get her gay friend Josh to have sex with her.
Millie becomes even more paranoid about Adam that she confronts Lisa about it, wrongly believing that they are having an affair. Tank Top and Ben confront the scam artist who stole Ben's money.
Ben, Adam and Tank Top have an interesting day running into randy older women, Adam meets Millie's parents, with some disastrous consequences, meanwhile, Burton takes possession of some counterfeit money, a body is discovered by bin men.
The body is revealed as being Kay's. The girls become freaked out when they realise the agency is being watched, Debbie is rude to Josh who later comforts her, Adam splits with Millie, Lisa tries her hand at acting in a home movie.
Millie tries to come to terms with her split with Adam. Troy unwittingly stars in gay porn, to the glee of Burton and Polly reveals her not so glam life to Ben.
Lennox gives Josh a hard time for telling the truth. The attacker is revealed as Kay's grieving brother. Troy decides to give Burton a piece of his mind and Ben calls Lisa a "whore" for dining out as an escort girl with Polly and Burton.
When Ben's DNA is found in Kay's bed, he has to own up to having had sex with Kay, but hopes Lisa will not find out. Millie does her best to make Adam jealous by flirting with Troy, Ben and Lisa have a lovers tiff over Kay.
Adam is furious with Tank Top when he discovers that he slept with Millie, Tank Top pulls a gun out when he and Ben are tasked with retrieving a stolen file. Ben and Tank Top burn down a warehouse that is standing the way of Burton's casino plans.
Ben, tormented by guilt confesses to Lisa that he helped burn down a warehouse, annoyed Lisa and Ben argue. Tank Top develops a conscience when he discovers Polly is being paid to sleep with him. Adam and Josh bond, until Josh questions Adam's own sexuality. Later Adam torments himself further by looking over gay websites.
Lisa and Ben are left reeling by their mutual betrayals and decide to part ways. Tank Top discovers Connie has a daughter, Donna Marie, and what's more, she's "killed" her father. Connie makes a full recovery, but not before Donna Marie and Tank Top have cemented their friendship.
Adam has his first gay experience when he visits the flat of a man he met at the gym, Adam soon has a "change of heart" and heads to the school where he works in search of Millie and proposes to her, and receives a surprising "response". Precious is happy to hear Orson will be screening Lisa and Troy's film.
Ben, Lisa, Polly, Tank Top and Adam assemble for the premiere of Orson's film, but they get a shock when the footage turns out to be of Ben and Polly together. Adam and Tank Top decide to kick Ben out and ask Lisa to stay with them.
Debbie is devastated when Tank Top unceremoniously dumps her. Polly is put in a predicament when Burton offers her an escorting job; she needs the money and accepts it. She lies to Ben about it though and feels terrible.
Josh is thrilled to be staying with his hero, Adam, but Millie is less than happy with the situation…she has a wedding to plan. Debbie is thrilled to discover Tank Top is Adam's flatmate, and declares her love for him.
Josh and Debbie gatecrash Adam's stag party, where Tank Top's feelings for Debbie start to emerge. Adam turns down a lap dance from Gucci and ends up kissing Josh. His head is a blur, and as he walks home he wanders into a public toilets. He catches the eye of a guy, but ends up being arrested for gross indecency.
Adam talks about his feelings for other men, but resolves to go through with the wedding. Tensions rise as Tank Top tells the reception Adam has made a huge mistake, and Josh confronts Adam about their kiss. Burton refuses Stella's request to use Polly at one of her parties, she is already drawn to Lisa.
Tank Top plucks up the courage to ask Debbie round for dinner, but all ends in disaster. The lovebirds soon patch things up, and Polly is stunned to discover the identity of Debbie's new boyfriend. Precious is over the moon having consummated her relationship with Troy, and the couple prepare for their interview with the Immigration Office, whilst Troy realises he may well be falling in love with his new wife.
Millie cannot believe Adam has thrown away his career, but Adam tells Millie he is gay. Precious and Troy do disastrously with the Immigration Office, but are they are given the all clear. Debbie is thrilled to be Tank Top's girlfriend and Polly is now past caring. A strange woman called Louise has a revelation. She is Debbie's mum.
Polly is left reeling that Debbie is not her sister and Louise is her mum. Adam and Millie pick through their relationship but when Adam goes to clear his head he runs into Josh. The pair share a gentle kiss and Josh takes him to a gay club where Adam dumps Josh for Jamie. Troy's brother has seen his gay porn flick on the Internet and furious that his relationship with his brother is in tatters, he thumps Burton through a glass window. Meanwhile, Lisa is tied up in a warehouse with Stella, when she has a pang of remorse she unties her allowing Lisa to grab a gun and defend herself. When Ben arrives he is also armed and things go badly wrong as Lisa shoots out and, mortally wounds Ben, at the same time, Polly commits suicide. The last scenes are of the characters facing the consequences of their actions, with Polly lying dead on her bed, Josh and Debbie embracing outside Adam's flat, Adam and Jamie kissing passionately in the club, Precious trying to comfort a despondent Troy, to no avail, Millie crying in her car, Burtin and Tank Top reeling from Ben's death, and Lisa, cradling the deceased Ben in her arms.