As the pilot opens the Kerr women are toting boxes from a rental truck to their second floor apartment. The next morning only partially moved in, mother Lynn and older sister Karen see Sophie off to her first day of school. Obviously Sophie in more confident than her mother and big sister's advice (to flirt, flirt, flirt) offers Lynn no comfort. Sophie arrives at The Brighton School and taking photos of what she sees, primarily the other students, she first meets Gideon Lustig who tells Sophie about the BPs which stands for "Beautiful People". Another face she is attracted to is a boy who we find out is Nicholas Fiske a leader of the BPs. As Sophie crosses the street she has a run in with Paisley Bishop who, from the look on her face, you knows will become Sophie's antagonist. Right off the bat in her first class (homeroom) Sophie is called on to introduce herself. Using self-effacing humor and big words Sophie manages to pass this first test. Sophie next meets Annabelle in the girl's lavatory. Annabelle offers her a Valium as well as simple advice on survival.
Julian and is friends are checking out the new female talent and it is decided that Sophie will be Julian's first target. Paisley and her posse, Claudette and Madelyn, invite Sophie to a salad for lunch. At Lunch Paisley insists on calling Sophie Sophia and makes other insulting comments. After lunch Paisley suggest they play credit card roulette for the bill, which is $80 for four salads. Sophie takes the dare and picks first Claudette's then Madelyn' card. Next she picks her own card leaving the bill for Paisley.
At home Sophie and Karen talk about the day. Sophie asks to borrow a dress and advice on attracting that "perfect" boy. Karen assures that this is her year. Sophie is not as assured. Sophie and her mother, Lynn, go to the Brighton School parent and student party at the Fisk's. Neither is comfortable but together they face the unknown. Their first impression is that the room is overwhelming. "Colossal", says Lynn. "We're not in New Mexico anymore", says Sophie. They are barely comfortable when Lynn sees an old college flame, Julian Fiske. Worse, Julian spots Lynn as she ducks behind a partition. No luck as Julian approaches and they make small talk. Gideon sees Sophie and they go off together leaving Lynn in an uncomfortable situation until Julian's wife, Rona, saves her by calling Julian away. Sophie receives a further introduction as Gideon and Annabelle provide her with a tour of the apartment's features including the guest bathroom in which a couple is snorting cocaine. She learns that many of the students at Brighton have known each other since preschool. Meanwhile Lynn is uncomfortably staying out of Julian's way. Sophie ventures out onto the balcony enjoying the view of the New York skyline. Nicholas joins her and introduces himself. After some initial verbal sparing Sophie names the famous buildings and Nicholas tells her which Brighton parent owns it. Nicholas confides in Sophie a mental game he plays by watching the residents of the adjoining building and making up stories about their lives. They are joined by Paisley who again calls Sophie Sophia Paisley tells Sophie that her mother is looking for her. Sophie leaves and Nicolas is alone with Paisley. Lynn and Sophie are leaving the party when Julian stops them. He asks Sophie about the Lynn he remembers from college. He inquires about Lynn's husband and offers her his business card.
Back on the balcony Paisley expresses her disapproval of Nicholas' attentions toward Sophie. She tells Nicholas that she is his boyfriend and that taking the summer off was his idea. Paisley hooked up with someone else over the summer and she suggests that is behind Nicholas attentions to Sophie. Then Paisley strips, fires up the hot tub's whirlpool and entering the steaming water she invites the wide-eyed Nicholas to join her.
Karen who a small role in this episode meets a guy named Evan Frazier who flirts with her at a bus stop. She seems intrigued but he departs and their story is left for later episodes.
The next day Paisley spots Sophie's mother working in a boutique. Seeing an opportunity to put Sophie in her place she rounds up her posse and returns to the shop. Throwing out an insult about the store's sales staff Paisley demands that Lynn give her the sweater she's wearing. Lynn responds by ridiculing Paisley's outfit and rhinestone accessories, as gaudy. She points out that Polly Mellon said, "less is more". Put in her place Paisley and her posse leave the store. She gets her revenge, however. When Sophie returns to school Paisley meets her on the stoop and hands her an envelope with cash she says she collected for Sophie indicating that she considers Sophie a charity case.
Gideon enters the darkroom ruining some prints that Sophie is developing. He invites her to go eat with him and Annabelle. Sophie, upset by Paisley's actions, declines. Gideon recognizes that Sophie is having a bad time offers his observation that only one scholarship is given per class and always to some genius. This doesn't make Sophie feel that much better. She expresses her feelings of alienation but Gideon tells her that he for one is glad she came to Brighton because she gives him another friend and he could use another.
Karen is finding her search for modeling opportunities difficult. She is told by one agency that she's a pretty girl with nice skin but your forehead's a little high and your eyes are a touch crooked. He suggests she change her hairstyle, clothing and lose about ten pounds minimum. He explains to her that the competition she faces is fare tougher than it was in New Mexico.
Gideon Annabelle and Sophie are walking to school and Gideon asks Sophie why her family left New Mexico. Sophie tells them that her parents broke up and it was time to leave. Annabelle says that when her parents split the nanny took her and it was the best six months of her life. They are interrupted by a football from a game Nicholas is playing with his friends. Nicholas invites Sophie, Gideon and Annabelle to a party at "Club &" celebrating somebody's father being released from prison, Shades of Martha Stewart. Gideon and Annabelle pick up Sophie to go to the party. Gideon tells Annabelle that he feels that they are Sophie's protectors in "Brighton's world of debauchery". Annabelle recognizes Gideon's crush for Sophie and tags along with her friend. The party resembles a stereotypical New York club scene.
Nicholas spots Sophie but when his friend says that if he can close the deal with Sophie that night even he will be impressed. Nicholas says that he doesn't think Sophie is that kind of girl but his friend says that "that's the challenge, poke a girl from a lower tax bracket it's the trickle down theory". Neither realizes that Paisley over hears their conversation.
Gideon finishes a drink and launches a tirade about what he thinks is wrong with Nicholas. Then he goes for another drink. Annabelle tells Sophie that Gideon is showing off. Sophie asks why he is showing off and Annabelle answers, "Why do you think?"
Lynn is painting the apartment when Julian Fiske rings her doorbell. Lynn declines to invite Julian in. then Julian offers to help Lynn find a better job but she tells him that she wants to do this on her own and points out that Julian is married.
Back at the party Nicholas approached Sophie. Drunk, Gideon rushes to rescue Sophie and starts a fight with Nicholas. Nicholas' friend intervenes and then is pulled off Gideon. Sophie takes Gideon home and learns that Gideon's father is Tyler Lustig a famous painter. Sophie admires a portrait of Gideon, which turns out to be not by his father but instead is a self-portrait by Gideon.
The next morning Karen stares at her body in a mirror. She pinches the skin on the side of her waist obviously beginning an obsession over her weight.
As Sophie leaves for school Nicholas insists on giving her a ride to school in his limo. Instead of going straight to school her takes her to a helicopter landing pad and treats her to an aerial view of New York City. As they fly around Sophie tells Nicholas that her mom and his father "knew each other in college". Nicholas tells her that her mom should thank his lucky stars that she got away from him. Sharing family secrets he tells her that his dad married his mom for her money. Sophie tell Nicholas that father left her mother her sister Karen's best friend." Nicholas tells Sophie that he wants to be a writer but his father wants him to go into the family business. He speaks passionately about writing and tells her that no one else knows about his ambition. He asks her not tell anyone about it. In turn Sophie asks him not to tell anyone about her dad.
Despite Lynn's desire to "make it on her own" Julian makes a call on Lynn's behalf attempting to get her hired as a designer or magazine fashion editor.
Gideon brings the painting Sophie admired to school but when he sees Sophie emerge from Nicholas' limo he is hurt and throws the painting in a trashcan.
The episode ends with Sophie posing and taking a photo of her with Lynn and Karen. It is meant to be a portrait of the three of them as they are right then before inevitable changes happen.