Nicole is desperate to save her popularity, which is falling since she was banned from the Glamazons. She tells Brooke that she should dump Josh and start dating George. Harrison is feeling a little bit jealous about Sam and George flirting, and so he and Nicole team up to make a study on attraction for chemistry class. Brooke and Josh break up. Sam feels like she lost again to Brooke when she sees she and George together. But George tells Sam he is really into her and they kiss. Josh and Lily find themselves attracted to each other when he helps her to send a gay chimp back to his lover in Uganda. Harrison learns more about Mary Cherry and starts to have feelings for her (could it be love?). Jane tells Mike she's pregnant.

Mary Cherry's clothes and objects are confiscated at school because her mom declared bankruptcy. She mutates into a crappy looking teen trash, with KFC's heat and paper shoes. Lily tries to help her and Mary Cherry starts to work at the cafeteria. Lily shows her how it really feels like to be poor. Meanwhile, Sam and Carmen decide to make a campaign to encourage people to take the pictures for the yearbook, and April is one of the only people who candidate for the free makeup. What started out as an experiment on a person's outside appearance turns out to be a lesson in the importance of what is inside a person. Brooke and Harrison are finally free from the hospital and Harrison tries to convince Brooke to take the school pictures. They have a moment while joking around deciding what to wear. Brooke and Harrison agree to stay just friends, Sam and Carmen experiment turns out a success and Mary Cherry gets her stuff back, and helps the needy.

Desperately seeking to be popular again, Mary Cherry fails in an audition to a teen talent show. But that didn't stop her, and she decides to put a team of students together to be in ""The Big Head Challenge"". Everybody is studying for the SATs and they all think it would be a nice way to test their knowledge at this competition. Cherry Cherry, who has become a student at KH (trying to beat her 50 points score in her SAT), also tries to get in, but loses the very last spot to Josh, who surprisingly know a lot more about chicken than we thought. Meanwhile, Carmen decides to take salsa lessons, and has her heart broken by the instructor, whom she had a crush for. But after he realizes how bad he made Carmen feel, he goes to KH to ask her out. At the competition, the gang is first relieved to be against the John Ashcroft Private School for Special Needs Children, but then surprised when they see that Cherry Cherry has bought the entire team and replaced the students by the teen talent show