Jackie Warner, owner of Sky Sport & Spa, is determined to be the best in the competitive fitness industry in Los Angeles. Jackie has pulled together an elite team of trainers to attract an A-list clientele to her exclusive gym. But tough bodies and strong personalities lead to conflict among the staff. And Jackie, already under pressure trying to run a successful business, gets more pressure from her tempestuous girlfriend, Mimi.

Jackie takes the trainers to a retreat in Palm Springs in an attempt to have them bond with each other through intensive training, but unpleasant events happen, such as a newbie trainer getting hazed by being covered in shaving cream, and a forgotten phone call that may alter a relationship. Back at the Spa, Anthony Quinn's son Alex arrives for a workout, and Rebecca shows everyone a dirty photo.

Jackie tries to evaluate her relationship with Mimi, as she gets an upsetting visit from her conservative mother, who cannot accept her homosexuality. Meanwhile, she tries to help an overweight young woman develop a diet and exercise plan.

Jackie is invited to train a wealthy client in Palm Springs, leaving Erika in charge of the gym and Jesse in charge of the house. Mimi reacts badly to the idea of Jackie leaving town alone, especially when she sees a photograph of the client, a beautiful, rich woman named Sarah. The trainers respond badly to Erika's authoritative management style and create havoc in the gym.

On her return from Palm Springs, Jackie confronts Jesse about the destruction that occurred at her house during the party. Meanwhile, her jealous girlfriend Mimi's declaration that they are no longer compatible causes Jackie to try going on a series of dates. Also, Doug takes Zen on a hike, and Jackie works to get singer Jody Watley's body in shape for a big concert.