With about a dozen main characters and as many more recurring guests, and enough fast-changing, overlapping story lines to rival Balzac, "The L Word" plays out as Showtime's answer to HBO's "The Sopranos." Creator Ilene Chaiken's comedy-drama centering on a group of lesbian Los Angeles friends (and to some extent lovers) is the SoCal answer to David Chase's New Jersey wiseguys and goomars. The volatile relationship between life partners Bette Porter and Tina Kennard (Jennifer Beals and Laurel Holloman) is every bit as compelling and dynamic as that of Tony and Carmela. And these L.A. ladies, from rich alpha female Helena Peabody (Rachel Shelley) to going-psycho-any-minute waif Jenny Schecter (Mia Kershner) to butch bed-hopping hairdresser Shane McCutcheon (Katherine Moennig) -- well, you don't want to get on their wrong side.

With Season 3, the series embraces more than before its comedy side, with Leisha Hailey's flaky but goodhearted Alice Pieszecki cementing her central place in the show. After all, it's Alice, a freelance magazine writer and rambling radio nightbird, who in the series' earliest episodes created the wall chart which traces the romantic connections between all the characters we know and many we never see. That chart gets quite a few new lines drawn on it in Season 3 as lovers part, others unite, and some people from the past reappear to wreak more havoc. (The wonderful Hailey, who's probably more familiar to the public from a Yoplait yogurt TV commercial than this pay-cable series, has not yet been nominated for an Emmy for "The L Word." If the TV academy can't see this actress' brilliance it should just go out of business.)

The series is never too far from soap opera, with relationships going off in odd directions at any minute, often without regard to logic. The nagging feeling from the series' start remains: these disparate women -- who convene virtually every day for breakfast, lunch, dinner and beyond at fictional West Hollywood lesbian restaurant/nightclub The Planet -- have little in common with each other beyond their sexual orientation. Would a privileged and cultured Brit like Helena really be friends with a skateboarding, feral punk like Shane? Would an intellectual snob and emotional terrorist like aspiring author Jenny really want to listen to Bette and Tina's homey domestic tales? And would Bette's older straight half sister Kit Porter (Pam Grier), a washed-up R&B singer, really want to put up with any of them on a daily basis?

Most episodes begin, pre-credits, with short scenes set years or decades ago, in which younger versions of familiar characters, or those we have yet to meet, have a seminal, as it were, lesbian moment. The segments are a nice teasing touch, adding a bit of suspense as we wonder when we'll catch up with the ideas and characters hinted at.

THE EPISODES (Beware: nothing but spoilers ahead)

Disc 1

"Labia Majora" (originally aired Jan. 8, 2006). Six months have passed since the events that ended the second season. Alice and recently out-of-the-closet tennis pro Dana Fairbanks (Erin Daniels) have, shockingly, broken up, and Alice is not taking it well -- her previously choppy hairstyle has gone all lank and she even starts, in a comic way, to stalk Dana. Dana is back with sweet sous-chef Lara (Lauren Lee Smith), who finds a lump on Dana's breast. Jenny, having left her husband (Eric Mabius) and had some sort of breakdown, has moved back with her mother (Margot Kidder) in Illinois but is ready to return to L.A.; she's bringing with her a new friend, Moira (Daniela Sea), a boyish computer programmer. Bette and Tina meet with a homophobic adoption counselor (Cynthia Stevenson) whose approval they need in order for Bette to legally become co-mother of the baby Tina has delivered via donor sperm. The promiscuous Shane has been tamed by the hot Latina (naturally) Carmen (Sarah Shahi), a club deejay, and they are now a devoted couple. Helena uses her Peabody Foundation money and influence to buy Shaolin Studios despite having no moviemaking experience.

"Lost Weekend" (Jan. 15, 2006). The heartbroken, pill-popping Alice and the formerly viperish Helena become close friends. Planet owner Kit hires a party planner and manager, Billie Blaikie, played by fully flamboyant guest star Alan Cumming. Carmen's mom, not realizing the lesbian relationship between Carmen and Shane, tries to doll Shane up in a dress. Bette, who has lost her job as a high-paid museum curator, is struggling to cope, while also looking to bring a significant male into daughter Angelica's life. Dana learns she has breast cancer but keeps it from all her friends save her lover Lara.

"Lobsters" (Jan. 22, 2006). Moira and Jenny arrive back in L.A., but Moira feels uncomfortable with the gang. Bette and Tina hire children's entertainer Angus (Dallas Roberts) to be a "manny" for Angelica; Kit instantly falls for the much-younger guy. Shane opens a hair salon, Wax, located in a Venice Beach surf shop. The jobless Bette continues to spend freely, forcing Tina to accept a job working for Helena at the movie studio.

"Light My Fire" (Jan. 29, 2006). New movie execs Tina and Helena attend a screening and party, where they meet documentary filmmaker Dylan Moreland (Alexandra Hedison); Helena is attracted to the straight, married Dylan and offers to fund her project. While waiting for her novel to gain interest from publishers, Jenny takes a waitressing job at -- where else? -- The Planet. At a party at the club, Moira and Billie form a special connection, with Billie encouraging Moira in her plan to transition to becoming male. Carmen upsets Shane by accepting an offer to DJ at a Russell Simmons party and skipping the opening party for Shane's salon. Dana wins a televised tennis match, but the cameras catch her suffering a momentary physical collapse.

Disc 2

"Lifeline" (Feb. 5, 2006). Moira interviews with a computer company, where a sexist boss tells her "you're neither fish nor fowl," which hardens her resolve to undergo a sex change. Tina, who has been having heterosexual online chats, becomes attracted to a male producer at Shaolin Studios. Dana tells her friends about the lumpectomy she's about to have but downplays its seriousness; Alice is deeply worried. Shane gets a visit at Wax from Cherie (Rosanna Arquette), the married woman she slept with in Season 2; Shane cheats on Carmen with Cherie. At a speed-dating gathering, Alice meets the mysterious Uta (Erica Cerra), who, Alice worries, may be a vampire. Dana learns that her lump is malignant and she demands an immediate mastectomy. An extended, humorous sex session between Alice and Uta is intercut with Dana and Lara making love for perhaps the last time.

"Lifesize" (Feb. 12, 2006). In the pre-credits flashback scene, set in 1985, the young Bette (played by Barbara Kottmeier, not Jennifer Beals) has a tender moment with a boyfriend while wearing a baggy, off-the-shoulder sweatshirt -- a nod to the fashion mini-revolution started by Beals in "Flashdance." Jenny gets a visit from a New York editor who wants to publish her book, but as a memoir, not a novel. Dana is depressed and snappy to Lara and Alice. Carmen and Shane fight over Cherie, then make up. Tina and Bette draw further apart. Helena falls for Dylan. The friends learn the full extent of Dana's illness, and Alice devotes herself to caring for her ex-love.

"Lone Star" (Feb. 19, 2006). Shocking pre-credits flashback: Ten year earlier, Bette and Alice were, briefly, lovers! Moira (who looks like no less a stud than the young Joe Dallesandro of Andy Warhol fame) starts taking male hormone injections. Dana begins chemotherapy. Kit books the B-52's to play at The Planet. Jenny catches Moira and Billie the club manager sharing a kinky moment. Tina and her male producer Josh grow close. Dana, distressed from her treatment, lashes out at Lara, who leaves on a Paris trip. Kit fires the bizarre Billie.

"Late Comer" (Feb. 26, 2006). The pre-credits segment, set seven months earlier, shows the immediate result of Dana and Alice's breakup. Appearing as themselves, singer Nona Hendryx and the rock band Betty (creators of the series' opening theme song) help Kit to cut her comeback record -- but Angus butts into the production. Moira, who has grown a little facial hair, meets with a sex-change doctor, who suggests that Moira and Jenny hold a fund-raising party to pay for the operation. As Dana starts to lose her hair, Shane gives her a cool new look: bald. Helena and the supposedly straight documentarian Dylan have passionate sex. Dana and the girls attend a WNBA basketball game, where Dana gets a loud ovation from the crowd. Helena pays for all the girls to visit a Canadian ski resort.

Disc 3

"Lead, Follow, or Get Out of the Way" (March 5, 2006). Kit tries to dissuade Moira (who now wants to be called Max) from the operation, saying, "Why can't you be the butchest butch in the world?" Tina begins seeing a divorced man, Henry (Steven Eckholdt). Helena is shocked to be hit with a sexual harassment suit from Dylan; Dylan's husband, it turns out, had encouraged her to sleep with Helena in order to get their film made. Bette, at her lowest emotional point, heads to a Tibetan "silent" retreat, but finds no relief there from her growing despair. Carmen causes a rift with her family when she tells them that she is gay and that Shane is her lover.

"Losing the Light" (March 12, 2006). Alice remains at Dana's hospital bedside for days on end as Dana grows weaker. Carmen tells Shane she cheated on her as revenge for the Cherie incident. Jenny runs into her ex-husband, Tim (Eric Mabius). Lara calls from France about Dana and leaves a message, unaware how serious Dana's condition has become. Helena's mother, Peggy Peabody (Holland Taylor), decides to cut off Helena financially. Tina moves in with Henry while retaining shared custody of Angelica. Alice, having left Dana's side to go to the hospital gift shop, returns to her room to find Dana dead.

"Last Dance" (March 19, 2006). At Dana's funeral, all her lesbian friends are relegated to the back of the church by Dana's conservative parents. The minister indirectly insults them when his eulogy, probably written by the parents, refers to how Dana never had the chance to get married and have children. "She was gay!" shouts Alice before walking out. Dylan gives an incriminating tape of their lovemaking to Helena as a peace offering. Shane proposes to Carmen, who accepts. Bette tells her lawyer she wants to press for sole custody of Angelica. (For the first time in the series, Bette plays the race card, claiming the biracial Angelica would be better off being raised by a biracial parent.) Max gets a lucrative IT job, his new company unaware that he is female. The friends hike to a cabin in the woods to reminisce about Dana. Alice has stolen some of Dana's ashes, and the girls take turns spreading them in a waterfall. Lara returns to L.A., and she and her former rival Alice find comfort in each other.

Disc 4

"Left Hand of the Goddess" (March 26, 2006). Alice and Lara have become lovers, but while Lara wants to talk about this strange development, the still-grieving Alice can't. As Shane and Carmen prepare for their wedding, Shane's father (Eric Roberts), who abandoned her when she was little, reenters her life. Kit, despiting entering menopause, learns she is pregnant. Jenny starts to feel that she and Max aren't meant to be a couple. Bette kidnaps the baby Angelica. Shane, feeling the influence of her irresponsible, woman-chasing father, leaves Carmen at the altar.

The rest of the fourth disc consists of extras.

THE DVDS

Showtime has created an attractive yet simple package, and for this third-season set has switched to the space-saving slim packs, which are housed in a well-illustrated cardboard sleeve. Each slim pack has a unique sleeve featuring glam shots of the main characters and short plot descriptions of each episode.

The menus are straightforward, illustrated by still photos and offering episode options. First-time viewers will want to avoid looking at the plot synopses printed on each episode window.

The picture is presented in widescreen enhanced for 16:9 TVs, and the audio options are Dolby Digital 5.1 Surround, English 2.0 Surround, and Spanish mono. The series is shot with a high-definition video camera used for motion pictures, so the show has a rich, film-like quality free of flaws. Audio quality is fine, though an outdoor scene in Episode 7, in which Alice and Uta talk on the sidewalk outside a church, must not have recorded well and has been rather obviously post-synched.

The Extras

The most substantial extra is a 31-minute "L Word Documentary," which has little to do with the show's production or behind-the-scenes activity, and more to do with its reception, particularly among lesbian viewers. We get glimpses of elaborate "L Word" conventions; viewing parties in various cities; a visit to a Newark, N.J., art exhibit titled "Redykeulous," whose curator finds "a lot of details [about the series] quite absurd, but also we can't not watch it." A montage has lesbian fans naming their favorite character; it would have been nice among all this bonding and affirmation to have heard from at least one male fan of the series.

A seven-minute "Goodbye to Dana" features comments from the cast and show creators regarding the doomed tennis pro played by Erin Daniels. The actors explain they were kept in the dark about Dana's fate until the last possible moment. Says Katherine Moennig (Shane) about losing Dana: "I was pissed. ... I don't agree with it."

Other extras are actually advertisements for "L Word" clothes, jewelry and a cruise sweepstakes. There are also written bios of the stars, a photo gallery and previews of other Showtime series on DVD. There are no commentary tracks.

FINAL THOUGHTS

Anyone who has followed the addictive saga of Bette, Tina, Alice, Shane, Jenny, Dana and the rest of the West Hollywood gang of "The L Word" from the beginning will naturally get a lot of use out of this third-season set. From its surprising opening, in which we learn that Dana has broken Alice's heart, through the introduction of the man-stuck-in-a-woman's body Moira and the male nanny Angus, a great deal happens. Not all of it is completely believable but it's never less than entertaining. The DVD's extras are decent, but the episodes themselves are what sell this set.