Carmen ditches school the day after the cheerleading roster is posted, and Lily refuses to dissect a frog in science class. Meanwhile, Josh's father embarrasses him at rehearsal; and Mary Cherry stalks Nicole.

Members of the cheerleading squad agree to attend Carmen's slumber party, causing Sam to question their motives. At the party, Nicole tries to impress Carmen's older brother, Leo, and a party game takes a disturbing turn.

Principal Hall forces Josh, Harrison and Sugar Daddy to attend a weekend sensitivity camp after they harass a scantily clad Lily. Sam and Brooke work on the school's crisis hot line and inadvertently heighten one of the caller's problems.

A new male student sets out to join the cheerleading squad--by any means necessary. Meanwhile, Sam bests Brooke in a modeling contest and nets an opportunity to appear in a commercial with U.S. Women's World Cup soccer stars Tiffeny Milbrett and Tisha Venturini.

Bobbi Glass (with her new nickname, Claws) has a new experiment for the students: they have to take care of baby dolls as if they were real babies. Everybody gets one, except for Lily who shares the doll with Carm. Because they don't know the baby's gender, they name it Hillary Swank - neither a boy nor a girl. Brooke is too busy because she is moving to San Francisco with her mom, and doesn't have time to take care of the doll. Emory's twin sisters, Emma and Emily (Em&Em, a parody of the rap singer Eminem) come to K. High looking for lessons from Nic and MC for how to become popular. Too busy teaching the girls and organizing a party that will define popularity, they handle their babies to a British nanny, who eventually abuses them. Carm, concerned about the unpopular group, decides to help them, but neglects her baby. The twins become too powerful and turn against their teachers. Nic and Mary Cherry decide it's time to stop them and put things back on track. Meanwhile, Sam decides t

Harrison reveals that he has been taking medicine for bad headaches, which later turns out to be leukemia. Harrison is forced to withdraw from the campaign and Brooke wins. Sam realizes what she is doing and quits from Homecoming Queen election. Nicole, Mary Cherry and Hellacious team up to beat Carmen in the election and prove that there is no place for her. Reaching as low as publicizing Carm's mom's alcoholism and make her look as an alcoholic teenager. Carmen moves back to her mom's to support her and wins the election. Hellacious tries to cheat, but Principal Krupps busts her. Ms. Glass has her comeback and helps taking all her pictures off the girl's room homecoming queen hall of fame. Lily turns herself in to save Josh, but they are a couple now, and he decides to get punished with her.

Clarence dies peacefully while talking to Harrison. His death has a deep impact in Harrison's own view of life, and he decides is not worth to keep the treatment for his cancer. He goes to extreme measures and decides to put an end in his agony, attempting suicide. But Clarence comes back as an angel to give Harrison a view of what the world would be if he had never been born. We see that April would have become a rich successful owner of a fish market (Tunaville); Brooke would have died from anorexia, Lily would have married Josh after pregnancy and they would have become the first family, and among other twisted things, Nicole and Mary Cherry trying to make a living as whores with Sugar Daddy as their pimp.