WHEN FASHION WEEK HITS MIAMI, ELIZABETH CONTEMPLATES GETTING INVOLVED WITH AN OLD FLAME WHO RETURNS TO SOUTH BEACH, WHILE ARIELLE AND BRIANNA COMPETE FOR A SPOT IN A RUNWAY SHOW, ON "SOUTH BEACH," WEDNESDAY, FEB. 1

Steven Bauer ("Scarface") Returns as Dirty Cop Lieutenant Rivera, and Michael Nouri ("Flashdance") Guest Stars as Fashion Designer Warren Stella

"Who Do You Trust" -- While Elizabeth contemplates mixing business and pleasure with old flame Warren Stella (guest star Michael Nouri), a major fashion designer, Arielle's friendship with Brianna is tested as the two roommates compete for the last runway slot in Stella's highly anticipated Miami Fashion Week show at the hotel, in the new drama SOUTH BEACH, Wednesday, Feb. 1 (8:00-9:00 PM, ET/PT) on UPN. Tim Hunter directed the episode from a script written by Derick Martini & Steven Martini.

While taking care of business for Fuentes, Vincent unintentionally gets caught up in an escalating feud between the shady businessman and dirty cop Lieutenant Rivera (guest star Steven Bauer). Later, noticing Maggie's interest in Matt, Vincent encourages his buddy to forget about Arielle and move on.

Vanessa Williams: Elizabeth Bauer
Marcus Coloma: Matt Evans
Chris Johnson: Vincent
Lee Thompson Young: Alex Bauer
Odette Yustman: Arielle Casta
Giancarlo Esposito: Robert Fuentes
Adrianne Palicki: Brianna
Michael Nouri: Warren Stella
Meghan Ory: Maggie
Steven Bauer: Lieutenant Rivera
Michael Francis: Cesares
Tommie Turvey: Dead Eyed Gunman
Bobby Campo: Steven
Mikki Scanlon: Debbie
Alexandra Anthony: Layla
Ariana Anthony: Lola
Madison Alexander: Assistant
Johnny A. Acero: Manolo
Brittany Jones: Partier #1

RATING: To Be Announced