 In the series pilot, two very different social opposite high school girls on different sides of the popularity circle, the blond, wealthy, attractive and popular Brooke McQueen. The "leader" of the popular crowd, Josh Ford her jock boyfriend, Nicole Julian her best-friend, and Sugar Daddy Josh s friend. Brooke and Nicole plan a party to kick off the school year inviting only those they choose to bring into their inner circle. The "Wannabe s" brunette, middle-class, wannabe and unpopular Samantha "Sam" McPherson who despises Brooke, her best-friend Harrison John, Carmen Ferrara, and activist friend Lily Esposito. Carmen wants to tryout for the cheer-leading squad as Josh contemplates joining the school musical. Sam and Brooke are paired as lab partner s to the delight of Carmen, who sees it as a chance for Sam to help her get on the cheer-leading squad. Sam takes a romantic interest in her facility advisor who wants her to interview the popular kids at Brooke s party much to Sam s dismay. During cheer-leading tryouts the perky but odd Mary Cherry fails to impress Brooke, but does Nicole who sees dollar signs instead of talent. Carmen impresses Brooke with her tryout, but Nicole sees her only as good and plenty. During football practice Josh bolts to make it in time to tryout for the school musical. While shopping for new outfits at the mall Brooke talks with Nicole about cheer-leading tryouts, running into Mary Cherry who Brooke has a hard time understanding why Nicole would pick her over Carmen to which she responds; "Hello, she s rich." Brooke wants to put Carmen on the squad which Nicole quickly shoots down. Harrison joins Sam for a day at the mall video taping her interviews with teenagers asking them a series of questions that all deal with what is "in". Running into Brooke who Sam sees a different side of so she thinks quizzing her about the tryouts and her "popular" status which Brooke takes offense. Brooke and Josh try to have a romantic night together that doesn t go as planned because of their own issue s and struggles, Brooke wanting to be everything to everyone that they think she is, and Josh trying out for the musical and what he s going to do if he makes it getting a less then supportive response from Brooke. The next day the lists are posted Mary Cherry makes the cheer-leading squad, Josh gets the lead in the school play, and Carmen s dream of making the cheer-leading squad are dashed crushing her spirit.