We're on location in Bellflower, California where the the cast and crew of The N's hit program South of Nowhere are wilting in the sweltering summer heat. Popsicles and bottles of water are passed around the small room where the relaxed, amiable crew waits between takes.

The friendly vibe that pervades the set clearly flows down from the top. Director Robert Townsend (The Five Heartbeats, Hollywood Shuffle) watches with amusement (via television monitor) as the show's stars, twenty-two year old Gabrielle Christian (Spencer) and twenty year old Mandy Musgrave (Ashley) joke around in the room next door. Co-executive producer and writer Nancylee Myatt doesn't hide her glee at the chance to revisit the lives of her beloved South of Nowhere characters. She tells AfterEllen.com, “Last year we set up so much stuff, and this year is the payoff. It's awesome.”

Like the large, loyal South of Nowhere fanbase, Myatt wasn't certain that the show would even have a second season. She remembers, “I was looking at the last episode, and the montage of the cliffhangers for everyone, and I was desperate to finish it. I was desperate to go back and say, ‘Here's what happens!' And then we got picked up.”

Those cliffhangers include the apparent career-ending injury of teen basketball star Glen Carlin, his mother Paula's possible affair with an old fling that could spell the end of her marriage to good guy Arthur, and his adopted brother Clay's angst-riddled reunion with his birth mother.

But the real suspense has been building around the burgeoning lesbian relationship between Spencer Carlin and her best friend, Ashley Davies. In the final episode of the first season, the two finally shared a highly-anticipated kiss and seemed to be basking in the glow of young love while the lives of everyone around them were disintegrating into chaos.

So how did this quiet little show on The N manage to wrap up its first season by giving the gay teens the happy ending--and scoring a GLAAD Media Award nomination alongside heavy-hitting adult fare like The L Word, Queer As Folk, Commander in Chief and Six Feet Under--without getting boycotted or cancelled? Myatt credits creator and executive producer Thomas Lynch with the show's solid foundation. “This is his creation, even though it's not his story. He's an Irish-Catholic guy who married his high school sweetheart and raised four boys. This idea came to him when one of his son's friends came over to the house after just having come out to his family. A little light bulb went on for Tommy and he thought, ‘That's the show.'”

Myatt adds, “He's been really great about fighting for us and asserting that this is a normal family, this is a story that can happen, and it's a story that is happening in homes all across America. And it has nothing to do with how you think you've raised your children.”

Lynch's impeccable reputation for producing quality programming has not made him or South of Nowhere easy targets for the types of conservative groups that typically go after gay-inclusive shows (such as the recently cancelled Book of Daniel). The complexity and multiplicity of storylines in the first season hasn't hurt either.

According to Myatt, “We've been really good about telling one story and not being a voice for a particular community. So viewers can see that the parents are concerned, that the parents are Catholic. Every voice is being heard and reckoned with on the show and I have to give Tommy Lynch a lot of credit for that too.”

South of Nowhere is a family drama with a talented ensemble cast and multiple storylines, but it is the blossoming teen romance between the female leads that has caught the attention of viewers of all ages. In a relatively short period of time, the “Spashley” (Spencer + Ashley) phenomenon has exploded on the internet, with multiple fan fiction sites and enough fan-created videos on YouTube.com to launch a new music television network.

All of this is based on only one season of the show, the majority of which depicted the two characters as officially being “just friends.” Despite the exchange of innuendo and longing looks, Spencer's uncertainty about her sexuality kept Ashley (and Spashley fans) waiting for real romance until the final episodes of season.

With their eventual kiss has come all sorts of hopes and expectations of a fan base that spans all ages. Many of those fans make a point of telling cast members just how much the show has meant to them. Gabrielle Christian tells AfterEllen.com, “It's not just teens, its people in their 30s and 40's saying ‘I wish that a show like this had come out when I was a teen because it would have helped me.' And there are 12 and 13 year olds who write letters saying how the show has helped them. They watch the show with their parents and it helps them come out to the them.”

The significance of a show like South of Nowhere being renewed for a second season is highlighted by the lack of any leading lesbian characters (and only a handful in supporting roles) on network television this fall. So how will the show capitalize on the opportunity for a sophomore outing? The cast is predictably tight-lipped about details from the storylines for the upcoming season, but they agree that season two will be all about “the drama.” A recent press release from The N backs them up, promising that "Emotions run deep and nothing is off limits" on the season premiere.

The release also states (Warning: Spoiler Alert!) that Spencer "accepts her sexuality, falls in love for the first time and seeks acceptance, understanding and reconciliation from her family, while her mother Paula does everything in her power to divert Spencer's infatuation with Ashley including bringing her [straight] best friend Debbie to Los Angeles from Ohio".

Via the press release, executive producer Lynch stated, "I'd like to say to all our fans: Prepare for season two--It's going to rock your world!"

Mandy Musgrave is particularly enthusiastic about the emotional challenges her character Ashley will face.“Her father passes away and it's really traumatizing for Ashley. Her mom's obviously not there and treats her like crap. And her father had finally come around, and Ashley does not know how to deal with it. She tries to be strong, but breaks down, and there are lot of emotional scenes that Ashley goes through."

"Then, out of nowhere, she finds out that she has a sister [Kyla, played by Eileen Boylan] that her father's never told her about, and she's the same age as Ashley and has apparently been there the entire time…The most challenging thing about this season is that I've had to cry so much.”

Later, Musgrave adds with an impish grin, “The easy part is making out with Gabby, ‘cause she's hot. That's totally easy.”

Myatt is also excited about developing Musgrave's character and the opportunity to take the show in new directions. “Because Ashley's family story sort of kicks it off this year, we're going to get more Ashley than before. I think we lived in Spencer's world a little more last year and got her point of view as the fish out of water. And now we have the luxury of being able to get Ashley's point of view and spend some time in her life, and she's interesting.”

Myatt also says, “We're adding some texture to the show. I think we needed to get out of the high school a little bit, that was a wise decision for us. Before, we were either at school, or Spencer's house or Ashley's house. So to be able to get out a little more and get the feel of the larger community was important.”

“I think we've found a good balance with the adults on the show, and the key to that is finding them stories that also impact the teenagers, rather than having them sort of off on their own like they do on other shows--like Beverly Hills 90210--where they gloss over the parents. In our show, especially with the Spencer and Ashley storyline, the parents can't help but impact this stuff and have a voice in it. And Maeve [Quinlan] and Robert [Moran] are so great [as Paula and Arthur Carlin]. Maeve is stretched beyond belief this year, and there's some redemption for her, which I think is important.”

When asked the obvious burning question of what will happen to young lovers Spencer and Ashley in the second season of the show, Gabrielle Christian smiles mysteriously and says, “Spencer and Aidan are pretty much over with, and the cliffhanger of season one—the big kiss between Ashley and Spencer—does progress, but with it comes a lot of drama. (laughs) But it's a love story. We call it Juliet and Juliet.”