Marshall gets into the cell phone business, but when his business partner, Tyler, wants to use Marshall's special smiley code to cheat on a test, Marshall actually complies.

Marshall feels guilty afterwards and Tyler warns him not to tell, but Marshall's new invention turns against him: he can no longer talk understandably. To make matters worse, Professor Z and Principal Durst know Marshall cheated on the test with Tyler...

Vaughn gets beaten at an arm wrestling match and Lucas is jealous of the amount of attention Josie pays to Vaughn. But when Lucas and Vaughn gain confidence in themselves after Vaughn wins another arm wrestling match and Lucas beats a rival at chess, could these new health bars play a factor? After the two score very poorly on their midterms and lose self confidence, Josie convinces Professor Z that Lucas and Vaughn need to get a better diet.