 Previously on Popular...the parental units collide and in the third episode Sam and Brooke try to deal with their parents getting together. Ms. Glass gives Lily an ultimatum by forcing her to carry around a dead frog in purse until she dissects it. Mary Cherry revels in her new found popularity bumping heads with Lily as their rivalry begins. During class the students learn about standing up for themselves, to make themselves heard and not be bullied. The teacher has them turn their desks to speak in each others voice to communicate which gives Sam and Brooke a chance to have it out with each other with the pending up coming dinner. Josh gets put in the middle of the battle between his football coach and drama teacher who still wants to do both. At lunch Brooke informs her friends and Josh that she has to miss the away game cause she bought out the front row at the upcoming school musical starring her boyfriend. Sam gets a mysterious call from a man calling himself deep throat that offers her some information concerning Brooke McQueen, the informant turns out to be Mr. Vincent the drama teacher. He gives same the football coaches fiscal budget that also includes the cheer leading budget as well. With this new found information Sam writes an expose about the cheer leading school budget, leading to the squads termination and its remaining funds being redistributed to the drama department. The mystery of the posh Novac is revealed, a student with a Kim Novac fetish had it done in her honor. Nicole swears revenge on Sam for her editorial when Mr. Grant comes to her rescue giving Nicole an idea. Mr. Vincent moves the date of the opening for the school musical to the day of homecoming insuring Josh will miss the game. Lily daydreams in a 70 s style featuring Harrison and Carmen as they go after Ms. Glass kicking her ass, who is also upset with Sam for not running the animals rights editorial. Brooke and Nicole meet with the football coach in of all places, the boys locker room where they find out that he may have to shut down the cheer leading squad getting Brooke, to go to Josh and try to talk him into quitting the musical, and play at homecoming to get funding and restoring the cheer leading squad. Nicole goes to the principal telling her about the alleged sexual misconduct between Sam and Mr. Grant where Sam lets it slip that they had gone to dinner together. At the family dinner the claws come out as Brooke and Sam try to run down the other. Brooke catches Sam in her bedroom looking through all her expensive things. Sam informs Brooke that a few years ago her father passed away asking Brooke if her mother passed away where she finds out that she left and Sam makes an insult to Brooke resulting in her rival slapping her. The next day, Sam s friends apologize to Sam after Harrison tells them how upset she was and missing her father. Josh decides to take a break from his friends and Brooke to clear out the voices in his head, which Brooke feels she deserves. Mr. Vincent is exposed and resigns from his job for stealing the files which he gave to Sam. Lily scores a 98 percent in her frog anatomy exam which Principal Hall tells Ms. Glass to end her frog purse torture. In the Novac, Brooke apologizes to Sam for slapping her, which Sam felt she deserved. They share how hurt their parents were realizing they really do love each other. Lily buries her frog winning her battle and standing up for her rights which Josh commends her for as he struggles not to cave in to what people want of him which Lily tells him not to cave in.