Whitley takes a job substitute teaching for an unruly remedial class at a run-down junior high school. The students are completely out of control the first day, then suddenly behave themselves perfectly. Whitley discovers that they all purposely failed their tests. She considers giving up, but instead challenges the students to prove their intelligence. At the principal's suggestion, she uses her own background to cover the material left out of the outdated textbooks. Dorian finally asks Lena on a date. He stuns her by revealing that he does not believe in pre-marital sex. She decides that she is still interested in having a relationship with him.

Legendary singer/actress Lena Horne visits the Hillman campus to dedicate a scholarship named for her grandmother. Whitley becomes very excited and has her students put together a musical tribute to Ms. Horne. She insists on a formal ceremony and refuses to allow Mr. Gaines to cater the event. Kim is mortified that Whitley could be so respectful of Ms. Horne, yet treat Mr. Gaines as though he is too old to contribute anything to society. When Ms. Horne admits that she doesn't like the upper-crust food, Kim takes her to the Pit for a home-cooked Southern meal. She has a good time dancing with Spencer, Kim and Mr. Gaines. Mr. Gaines recalls meeting Ms. Horne during World War II, and Kim is surprised to learn that this actually happened. During the ceremony, Ms. Horne calls Mr. Gaines to the stage and introduces him as an old friend. Whitley sees the error of her ways.