It's Halloween in Tree Hill and everybody is celebrating at Tric, with special guest band Fall Out Boy. The masquerade ball gives the opportunity to Haley to win back Nathan while Brooke is trying to seduce Lucas. Also, Peyton decides to face her new mother and get to know her; Dan uses blackmail to become mayor but things don't turn out as easy as he thought they would when Deb gets in his way.

Derek tells Peyton to give Lucas a chance just as Brooke tries to make up with him. Rachel asks Haley to tutor her when she discovers she is failing a class. And Nathan has more trouble with Daunte.

Haley confronts Brooke regarding the stolen calculus test. Lucas and Peyton consider taking their relationship to the next level as Peyton and Brooke grow closer. In Deb's absence, Nathan throws a senior party at the Scott House where a sex tape from Nathan's past surfaces.

Peyton wants Haley to work with Jason on his music but he refuses to. Mouth is involved in a relationship with his boss and age is a factor in it. As the opening of Clothes over Bros approaches, Brooke finds herself in a few problems. Nathan takes strides to help Quentin.

Tension arises backstage at Peyton's USO show as Lucas deals with Peyton and Julian's past. While Haley tries to find a way to ease her stage fright, Nathan grapples with a decision that could forever change his career. Meanwhile, Brooke receives a call that could end her relationship with Sam and Millicent confronts Mouth over Gigi.

Haley (Bethany Joy Galeotti) considers taking matters into her own hands as Nathan’s (James Lafferty) scandal threatens his endorsement deals. Julian (Austin Nichols) gives Alex (guest star Jana Kramer) another chance, and Brooke (Sophia Bush) reconnects with Chase (guest star Stephen Colletti). Millicent (Lisa Goldstein) questions whether she has what it takes to be a model. Meanwhile, Clay (Robert Buckley) lets Quinn (Shantel VanSanten) in on a big secret.