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Lonely inhabitants at 28 Barbary Lane search for love and identity, turning to each other in the hope of finding happiness in San Francisco.
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Using money left her by Edgar Halcyon Mary Ann pays for herself and Mouse to go on a cruise where she meets and falls for Burke Andrew, a young man with a mysterious past.
On the Pacific Princess, Mary Ann sets about seducing Burke, aided by Michael. Back in San Fran, the cracks in DeDe and Beauchamp's relationship deepen when DeDe reveals the pedigree of her twins.
Michael explores Acapulco's nightlife, while Mary Ann and Burke get to know each other. Michael has a chance encounter with his ex, the dashing Jon Fielding, who is there at a conference.
Anna Madrigal comes clean to all the tenants about her past. Michael experiences sudden paralysis in his legs and is rushed to hospital accompanied by Jon. And Beauchamp gets irritated with Mary Ann.
DeDe and D'orothea become a couple - the babies are due any day. Frannie adapts to life at the PINUS Society with apparent ease, while Mary Ann continues her investigation into Burke's past.
Michael's condition improves and he returns home. Burke and Mary Ann unravel the mystery of his amnesia; DeDe gives birth to the twins and makes plans to leave San Francisco with D'Orothea.
