Models Inc.

Models Inc. is an American prime time soap opera that aired on the Fox television network during the 1994–95 television season. A spin-off of Melrose Place, it is the third series in the Beverly Hills, 90210 franchise. 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 was created by Frank South and Charles Pratt Jr., and executive produced by Aaron Spelling, South, Pratt, and E. Duke Vincent. Models Inc. lasted only a single season and is the only series in the Beverly Hills, 90210 franchise not to receive a DVD release to date.

Models Inc.
Models Inc. (title card).jpg
Created by
Theme music composerJohn E. Nordstrom
  • Ken Harrison
  • John E. Nordstrom
  • Tim Truman
Country of originUnited States
Original languageEnglish
No. of seasons1
No. of episodes29 (list of episodes)
Executive producers
Running time45 minutes
Production companySpelling Entertainment
DistributorCBS Television Distribution
Original networkFox
Original releaseJune 29, 1994 (1994-06-29)[1] –
March 6, 1995 (1995-03-06)
Preceded by
Followed by


  • Hillary Michaels (Linda Gray): Hillary is the unyielding, but generally fair, founder and owner of the upmarket L.A. modeling agency, Models Inc. Twice-divorced, she is also the mother of David Michaels, the agency's vice president and her only child from her second marriage. Hillary has a toxic relationship with her daughter, Amanda Woodward, who is the only child from her first marriage.
  • David Michaels (Brian Gaskill): David is Hillary's son, the vice president of Models Inc., and the half-brother of Amanda Woodward. He has an on-and-off again relationship with Julie Dante, one of the models at the agency, but comes to like a new model to the agency, Sarah Owens. That relationship fizzles, and after a heated argument with Hillary, David leaves L.A. for Paris to form his own modeling company midway through the series.
  • Sarah Owens (Cassidy Rae): Innocent and naive Sarah comes to L.A. from the Midwest to fulfill her dream of being a model. Hillary quickly takes Sarah under her wing and lets her move into the beach house where the top models of the agency live. Sarah quickly becomes enemies with housemate Julie, who feels threatened by her youth and fresh image. Sarah falls prey to alcohol and drugs, and at the end of the series checks herself into a drug rehab clinic, but plans to remain with Models, Inc. to continue her career. Sarah was first introduced on Melrose Place with Hillary.
  • Julie Dante (Kylie Travis): Julie is an Australian-born model from the wrong side of the tracks. She grew up 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 is one of the world's most popular supermodels, but has a reputation as a troublemaker. Her wild lifestyle and public drunkenness make her a target of the paparazzi, but she always the last laugh by getting her revenge. Julie's relationship with Sarah is at first fraught with jealously, but her resentment mellows as the series progresses. Julie also spars with Monique over their mutual attraction to Adam Louder, but she eventually realizes that Craig has genuine feelings for her, and pursues a relationship with him.
  • Teri Spencer (Stephanie Romanov): Teri is one of the world's most famous supermodels, and the sister of once-famous supermodel Carrie Spencer. In the pilot episode, Teri has a public fight with Hillary and leaves Models Inc., only to be pushed off the balcony of a high rise building and killed. This initiates a "Who Killed Teri Spencer?" murder mystery storyline.
  • Monique Duran (Stephanie Romanov): Monique comes to Hillary for representation shortly after Teri's killer is revealed. Monique is a dead ringer for Teri, which shocks everyone and causes Carrie to resent her, although they would eventually become good friends. Monique enters into a relationship with nightclub owner Adam Louder, and becomes a target of his vindictive ex-wife Grayson.
  • Carrie Spencer (Carrie-Anne Moss): Carrie is Teri's older sister and a veteran at Models Inc. since starting her career at the age 17. Carrie was once a top supermodel, but her career waned as she grew older her sister Teri came on the scene. Carrie learns from Teri that the child she had at 17 is not dead like she thought, and Teri is subsequently murdered. Carrie descends into depression. Grayson gains control of the agency from Hillary, forcing Carrie out and into prostitution. Carrie is drugged and sold into overseas sexual slavery in the series finale.
  • Brian Peterson (Cameron Daddo): Brian is a photographer dating Teri. He later becomes involved with Cynthia, but their relationship is plagued by her controlling ex-boyfriend, who eventually kidnaps and rapes her. Brian remains in love with Cynthia, and they reconcile by the end of the series.
  • Eric Dearborn (David Goldsmith): Eric is Linda Holden's sexually abusive boyfriend with a shady past. She eventually breaks up with him, but he realizes that he still cares about her and they remain friends. Eric is seeking success as a singer, but falls into prostitution. Though pressured by Grayson to help her destroy Adam, Eric gives Adam information that saves his career.
  • Linda Holden (Teresa Hill): Linda is a model whose past includes drugs, alcohol, and performances in adult movies. She is initially involved with Eric Dearborn, who blackmails her with that secret from her past, and Teresa later has a relationship with millionaire Chris White.
  • Cynthia Nichols (Garcelle Beauvais): Model Cynthia suffers from bulimia, and endures a violent kidnapping and rape at the hands of her abusive ex-boyfriend, whom she shoots and kills. She is involved with Brian during the whole series.
  • Stephanie Smith (Heather Medway): Stephanie is the receptionist at Models Inc. who takes a liking to Brian. Not liking how Brian is treated by his girlfriend Teri, Stephanie pushes Teri off the balcony. She also tries to kill Sarah, and is arrested for both crimes.
  • Adam Louder (James Wilder): Adam is the owner of a nightclub Stage 99, who falls in love with Monique. They have great relationship until his estranged wife, Grayson, returns and wreaks havoc.
  • Grayson Louder (Emma Samms): Adam's scheming, sociopathic, English ex-wife arrives in L.A.—after being presumed dead—to reclaim the love of her husband. Adam, however, is now in love with Monique. Determined to destroy Monique's happiness with Adam, Grayson buys half of Models Inc. from Hillary and brings in new "models" from her former career as a madam. Grayson has also covered up the fact she and Adam are parents to a young boy named Daniel; she attempts to blackmail a judge to gain sole custody of Daniel, but the judge turns on her and gives full custody to Adam. Grayson arranged 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.
  • Craig Bodi (Don Michael Paul): Craig is a novelist who writes an exposé called Skin Deep about the models of Models Inc. He later falls in love with Julie.


No.TitleDirected byWritten byOriginal air date
1"Pilot"Charles CorrellFrank South & Charles Pratt Jr.June 29, 1994 (1994-06-29)
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. 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. Linda tries to hide the truth about her abusive relationship with Eric.
2"Be My, Be My Baby"Paul LazarusJames KramerJuly 6, 1994 (1994-07-06)
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. 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 SelboJuly 13, 1994 (1994-07-13)
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 CorrellRobert Guza Jr.July 20, 1994 (1994-07-20)
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 ChalmersSusan Cridland WickJuly 27, 1994 (1994-07-27)
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 LazarusJames KramerAugust 3, 1994 (1994-08-03)
With 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 HochbergJule SelboAugust 10, 1994 (1994-08-10)
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 ChalmersRobert Guza Jr.August 17, 1994 (1994-08-17)
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 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 StevensonSusan Cridland WickSeptember 7, 1994 (1994-09-07)
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 BadiyiCharles Pratt Jr.September 14, 1994 (1994-09-14)
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 PasettaJule SelboSeptember 21, 1994 (1994-09-21)
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 ChalmersRobert Guza, Jr.September 28, 1994 (1994-09-28)
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 KibbeeJeff KingOctober 12, 1994 (1994-10-12)
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 SargentiSusan Cridland WickOctober 19, 1994 (1994-10-19)
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 StevensonCharles Pratt Jr.October 26, 1994 (1994-10-26)
Cynthia identifies her stalker as a 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 VejarJohn EisendrathNovember 9, 1994 (1994-11-09)
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 BadiyiJule SelboNovember 16, 1994 (1994-11-16)
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 PasettaRobert Guza Jr.November 23, 1994 (1994-11-23)
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 Cynthia. Cynthia later gets free and kills Frank in self-defense. 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 JamesonCharles Pratt Jr.November 30, 1994 (1994-11-30)
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 DaySusan Cridland WickDecember 14, 1994 (1994-12-14)
21"Out of Control"Parker StevensonJeff KingDecember 21, 1994 (1994-12-21)
22"Grayson Inc."Victoria HochbergJohn EisendrathJanuary 2, 1995 (1995-01-02)
23"Men Don't Leave"Marina SargentiJule SelboJanuary 9, 1995 (1995-01-09)
24"Bring the Family"Les SheldonRobert Guza Jr.January 23, 1995 (1995-01-23)
25"Really Big Problems"Jefferson KibbeeCharles Pratt Jr.February 6, 1995 (1995-02-06)
26"Adam's Family Values"Marina SargentiRichard GollanceFebruary 13, 1995 (1995-02-13)
27"By Crook or by Hook"Jerry JamesonKathryn BakerFebruary 20, 1995 (1995-02-20)
28"Exposure"Les SheldonJohn EisendrathFebruary 27, 1995 (1995-02-27)
29"Sometimes a Great Commotion"Linda DayCharles Pratt Jr.March 6, 1995 (1995-03-06)

Alternate endingEdit

The last episode of Models Inc. ended with a cliffhanger that left multiple storylines unresolved. Later, the series aired in the European market with an alternate ending that featured Grayson's death and Hillary shuttering Models Inc.[1][2] The series was subsequently aired on E! with the new ending.[1]


Models Inc. is the third series in the Beverly Hills, 90210 franchise, and a direct spin-off of Melrose Place.[2][3] In its 1993–94 second season, Melrose Place was one of Fox's highest-rated shows, and had been called "arguably the hottest one-hour drama on television".[4] In December 1993, Fox announced plans for a Melrose Place spin-off called Models Inc., set in a Los Angeles modeling agency.[4] Spelling said, "[Fox] asked if we would do an eight-hour series. And we came up with Models."[4] 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.[4] 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.[4] Darren Star, the creator of both Beverly Hills, 90210 and Melrose Place, was not involved with Models Inc.,[2] which was created by Charles Pratt Jr. and Frank South, and executive produced by Aaron Spelling, Pratt, South, and E. Duke Vincent.[5] 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."[4]

Farrah Fawcett was considered for the lead role in Models Inc., which ultimately went to Linda Gray.[6] The rest of the cast were unknowns,[7] and Spelling promised "a great deal of backbiting" on the new series.[7] 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.[a][2][7]

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."[8] A new direction in the writing dropped implausible storylines and promised "more romance, more modeling, and more personal traumas".[8] Brian Gaskill was written off, and Emma Samms was brought in as villainess Grayson Louder.[8] 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."[8]


Models Inc. aired on the Fox television network during the 1994–95 television season, premiering on June 29, 1994 (1994-06-29).[3] 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.[2]

Home mediaEdit

Models Inc. is the only series in the Beverly Hills, 90210 franchise not to receive a DVD release to date.


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."[6] 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."[5] 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."[9]


  1. ^ Gray appeared as Hillary in the 1994 Melrose Place episodes "The Bitch Is Back", "Imperfect Strangers", "Devil with the G-String On", and "Till Death Do Us Part".


  1. ^ a b c "Models Inc. (1994)". TV Guide. Retrieved October 30, 2018.
  2. ^ a b c d e Holas, Nic (November 10, 2014). "Why Models Inc Is The '90s Trash TV Gem You Never Knew You Needed". Junkee. Retrieved October 30, 2018.
  3. ^ a b Rosenberg, Howard (July 6, 1994). "Models Inc.: Perfect for SGTV: SG Stands for Superb Garbage, Raised Here to an Art Form". Los Angeles Times. Retrieved October 30, 2018.
  4. ^ a b c d e f Berkman, Meredith (December 24, 1993). "Models Inc.: Melrose Second Place". Entertainment Weekly. Retrieved November 2, 2018.
  5. ^ a b Scott, Tony (July 1, 1994). "Review: Models Inc.". Variety. Retrieved October 31, 2018.
  6. ^ a b Tucker, Ken (July 22, 1994). "Models Inc.". Entertainment Weekly. Retrieved October 30, 2018.
  7. ^ a b c Davidson, Casey (April 8, 1994). "No models in Model, Inc.". Entertainment Weekly. Retrieved November 2, 2018.
  8. ^ a b c d Shaw, Jessica (November 18, 1994). "Remodeling Inc.". Entertainment Weekly. Retrieved November 2, 2018.
  9. ^ Hiltbrand, David (July 18, 1994). "Picks and Pans Main: Tube". People. Retrieved November 2, 2018 – via Metacritic.

External linksEdit