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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.