Holly (Amanda Bynes) smooched both Henry (Michael McMillian) and Vince (Nick Zano) before leaving for Paris at the end of season 2, and now there's a NEW man in her life -- a supercute rocker named Ben (David De Lautour). ''Vince and Henry think she's coming back to choose one [of them],'' says exec producer Caryn Lucas. ''But she brings a new guy who will cause lots of problems.'' (Not for Henry, who'll be shipped off to Princeton.)

Meanwhile, Rick (Ed Kerr) proposes to Val (Jennie Garth), who ponders life at 30, while her little sis club-hops to Ben's gigs...and ponders losing her virginity at 18. Explains Lucas: ''We're gonna be a little more wild this year.''


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