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Brooke bonds with her long-lost mother--much to her dad's chagrin. Meanwhile, Lily and Sugar Daddy try to save a tree from being cut down, and Carmen delays telling her friends about her pregnancy.

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

Bobbi Glass's uncle Tipton is coming to town, and she has to find a solution for her lies. All these years she has been telling him about her child, which she doesn't have. He is rich and she wants his money. So she bribes Nicole to pretend to be her daughter. Carmen runs away from home because she is having family problems. Her father left and she has bruises on her arm. She stays with Sam and Jane for a while, but then Jane talks her into calling her mom. She doesn't want Carmen to come back anymore, and Carmen is thinking about getting her own place. Trying to help Carm with money, Lily shows up at the family lunch and poses as Bobbi's second daughter. Bobbi's plans are ruined and nobody gets the money. Meanwhile, Bonnie, the new SAT teacher, becomes friendly with Brooke and they have lunch together. She gets drunk and Brooke tries to drive her home, but she takes the wrong car by accident and gets in major trouble. Jane and Sam have to take her out of prison. And then Jane realizes

Nicole, desperate to get back to the Glamazons, tries to bribe and blackmail Principal Krupps. Her attempts fail and she gets Mary Cherry and Sugar Daddy to help her make a fake video about him. As a result, she gets terminated from the cheerleaders forever. A new kid joins Kennedy High and gets a spot on the football team. Josh, jealous of him, tries to put everybody else against him. He gets his mom a job at school and she starts to date the football coach, and Josh's life falls apart. Sam misjudges George but realizes that friendship is more worth than an article. Josh finds Nicole crying, a proof that she still has a human side. They console each other.

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.

Brooke decides to run for student council president, dropping out of the Homecoming Queen election. She asks Harrison to be her campaign manager. They disagree on mandatory drug testing for students and he quits to run against her. Sam, Carmen, Nic and Mary Cherry get nominated to Homecoming Queen. Sam is motivated by George to run for it, but gets too into the spirit. Carmen is sleeping at the school since she is homeless, and Bobbi Glass invites her to her home. Seeing in Carmen herself in high school, Ms. Glass helps her with the contest (even threatening to give everybody an F if they don't vote for Carmen). Nic and Mary Cherry look for help with Hellacious Arke, a past 3 time Homecoming Queen, who is also Ms. Glass's own ""Nicole"" back in her high school days. Brooke misses Josh and sees him and Lily trying cough syrup while spying on them. Motivated by the recent death of a student of cough syrup overdose, she decides to run her campaign on anti-drug platform. Scared to be caught

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.

Harrison is checked in a hospital for treatment for his leukemia. His roommate is a religious fanatic, which makes him quite uncomfortable. Harrison doesn't want anybody's help and yells at Brooke. Brooke is faced with the ghost of her anorexia and fears coming back to the clinic she once was. Sugar Daddy feels miserable for his looks and checks into a clinic for food disorders (which happens to be the same hospital where Harrison is.). Mike hears somebody throwing up in the bathroom. First he thinks it might be Jane, but he realizes it's Brooke and puts her in the clinic. Sugar feels very depressed and has a fight with Brooke. Later she advises him to talk to one of the girls at the clinic, and she plays cupid slipping a love letter under her door. But the clinician gets the letter instead. Sugar feels guilty and tells Ashley that he didn't write the letter, without knowing that she never got the letter in the first place. Harrison's roommate has a seizure, just as he was starting to

Josh and Lily get cast for a play at the school where they have to appear nude in front of each other and everyone, which makes them uncomfortable. Brooke is at hospital again for treatment for her anorexia. Harrison is frightened when he walks into a room in the hospital and finds a ghost who seems to know a lot about him. Meanwhile, Carmen runs into Nicole in a metting for teenagers with alcoholic parents, but Nicole totally ignores 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.

Sam decides to take her relationship with George to the next level, and he gets scared and says they should wait until they're both ready. Bobbi Glass decides to make all her students act in a play she wrote herself (""That Burning Sensation: A Cautionary Tale"") about STDs, as a part of the ""National STDs Week"". The students are cast: Lily as gonorrhea; April as syphilis; Josh and SD are worrisome warts; Mary Cherry and Nicole are crabs; Brooke is herpes; Carm is unsightly yellow discharge and Sam gets the part as the whore, with Harrison (now back at school) as the lonely virgin. Josh and Sugar decide to give Harrison a ""virgin certificate"", since he is the only virgin boy in the group, but he gets offended and embarrassed. Instead of taking the certificate, he decides to ask Nicole to sleep with him, but she says no. so he decides to use his certificate, but the prostitute is so old that they decide just to have Chinese food instead. Lily runs into George at a clinic and finds out he

After Harrison returns to school since he had his bone marrow transplant, he acts in a weird way, making everybody think he's possessed or something. The girls think about it and conclude that he has impersonated Nicole's personality, since she was the donor. They decide to call a priest to exorcise him. Meanwhile, Josh and Lily's relationship is growing so much that there's hardly any space left for Sugar Daddy in Josh's life. Feeling neglected, he finds a new friendship in George. They enjoy each other for a while until George feels like Sugar is demanding too much attention. Josh and Sugar make up. Nicole finds out she's adopted after she asks her mom about her birth and she doesn't give clear information. Shocked, Nicole finds out that her mom was a 16 year old cheerleader, and tries to find her with no luck. Both Nicole and Harrison conclude they have to find themselves.

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.

Lily, Carmen, Mary Cherry and Brooke are peacefully riding Lily's car when they pass by a car crash and notice the Gremlin's license plate, TUNA69, and realize that the car belongs to their classmate April Tuna. The entire school is touched by her death and they make a memorial service in her honor. Everyone's feeling guilty about how they treated her. Josh gets a new hairstyle and joins the ""mullets"" club. Nicole finds out that the cafeteria lady is in fact her long lost birth mom. Sam gets an email from Harrison telling her he loves her and asks her to choose between him and George. Nicole gets an email too, saying what a bitch she is. She admits being a bitch at the memorial service, and April suddenly appears, saying she was not in the car that got crashed.

Nicole's mom is not so happy about her spending time with her birth mom. Judy Julian tries to bribe Nicole's mom so she would disappear. Shaggy leaves and Nicole and Judy become closer. Meanwhile, the girls are bored with the immature behavior of the boys and their boring lives as high school students. Brooke meets a college girl who invites them to a college party. Sam and Lily are stuck at home for lying about where they where going and spend up playing board games with Sam's parents all night. Carmem meets a boy and goes up to his room. Feeling that something might happen, she hides inside the closet until the boys come to rescue her. After their experience at the frat party, the group learns that high school isn't so bad after all.

Lily, in an effort to defend a fellow student who has been suffering jokes about his lifestyle, starts the G.L.A.S.S. (Gay and Lesbian Alliance of Supportive Students), which causes a lot of repercussion around the school, and not such great support from people as she expected. But prejudice is not only about sexual choices, as Sam and George have to deal with the comments on their interracial relationship; Sugar D. doesn't get a job for being fat and Jamie (Brooke's date) reveals that he has suffered prejudice because of his religion. Things get hot when Lily is hospitalized after being attacked when she was leaving a g/l community center (which she took Miss Glass to get information about her sexuality). The gang realizes that hate will never lead to anything, and join the group one by one. Bryan comes out of the closet in a gesture of support after the group is cancelled.

With a lot of power in her hands and not so many brain cells in her head, April Tuna is ordered by Principal Krupps to cut one of the school's clubs. April becomes an easy prey for Evil Nicole (still out of the Glamazons and thirsty for revenge), who manipulates her into cutting the Glamazons off. April and Emory have a small fight when she threats to cut the ""John Travolta-inspired Staying Alive"" club, for which Lily, Harrison and Josh compete to be president of. Meanwhile, Brooke gets in deep trouble after she doesn't come home from Jamie's, which causes Mike to get furious and ground both Sam and her for lying. After Jane talks to him, he finally decides to give Jamie a chance and invites him over for dinner. Back at KH, Emory blackmails Tuna in order to save his club, and she ends up losing the position of student body president to Nicole, who immediately cuts the Glamazons, replaces it with ""Bring It!"", the new pep squad with her as the big star, and shuts the John Travolta club,

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

Ms. Glass wants all the students to write down where did they go for Spring Break and how many they slept with, so, in her own words, she can judge them. Most of the gang say they went to Cancun, and Harrison writes that he went to Yemen as his nose starts to bleed. Ms. Glass deduces he has been infected with the Rift Valley fever that is contaminating everyone in Yemen. Just as Sam was trying to talk to him by his locker, they are both isolated from the rest of the people and the school is shut down in quarantine. During Chemistry, Mary Cherry receives a call in her cell phone from someone who knows what she really did for Spring Break - a low-budget soft porn scary movie - and she has to run for her life as she is chased to be killed. Meanwhile, Lily tells April what they really did for SB. They intended to go to Cancun, but they all stayed in LA and had SB in different ways. Nicole is elected to attract the killer, but since she's not a virgin, and only virgins get chased by killers

Sam and Brooke have a quick but intense argument over what each one has done to/with Harrison. Sam does not forgive Brooke for having slept with him, and Brooke puts Sam against the wall saying Sam turned him down so there were no strings attached. They both realize none of them is really wrong, and if there's anyone wrong there it's Harrison. At school, they give him the cold shoulder and George does the same to Sam. Sam and Brooke plan to stood up Harrison at a restaurant, but Brooke shows up and is caught by Sam talking to Harrison, which leads into a huge food fight. At home, Jane is trying to fix things between the two of them when her water breaks. Josh's mom announces she is moving away, and Josh has to either come with her or go live with his dad - which he does in order not to leave Lily. She suggests they get married, and although his mom tried to warn him that he was too young, he goes ahead and gets married to Lily right before prom. Mary Cherry accidentally bumps into Big