The episode begins with Liam waking up from a nightmare. Navid comes knocking at Liam’s door wanting to make up. He apologizes to Liam for all that he did. “I feel awful. I am sorry” Navid says. Liam isn’t in a forgiving mood and says “some things you can’t forgive and forget”. Dixon tells Adrianna that he has the contract for his new record label. He also mentions how he is going to sign her, who is now a rising star and his girlfriend. Dixon feels Taylor would be able to suggest a good name for his company, but Adrianna immediately stops him from calling Taylor. “This is our thing, we don’t need anybody’s help” she says.
“Absolutely right” Dixon says, agreeing with Adrianna. Silver is quitting her job as a stripper as she has two “healthy embryos” waiting for her. Naomi is desperate to gain a membership into the elite ladies West Beverley alumni group and feels she might just get in. Max leaves for work, as he has a big merger coming up. A woman named Gwen, who is from the alumni group, pays Naomi a visit. Gwen reveals that there is a spot that has opened up for membership, but there are two women vying for it. “Its between you and Felicity Hathaway” Gwen tells Naomi. Gwen adds that, “this weekend” at the West Beverly alumni event, it will be adjudged as to who is apt for this opening.
Gwen suggests Naomi find some way to “dazzle” the members of the alumni, so she can get in, as Hathaway is already planning something impressive. Naomi begins her endeavor of trying to dazzle the members of the alumni, to get in. At the alumni meeting, Annie sees all her old classmates and friends. She isn’t too happy to see many of them. Teddy tells Silver, Shane has broken up with him. Silver says he pregnancy plans are going just great and she will be pregnant the moment she gives the doctors a go ahead. Naomi proceeds to make a “very special presentation” at the alumni meeting. Naomi declares that, she has donated a new “fashion science building” to the school.
She unveils a billboard with a photo of the building and her photo on the side. Everyone is shocked to see the word “Bitch” scrawled in red, across her photo. Naomi figures out, it was Felicity who did this. Naomi decides to get back at her, during the alumni banquet Felicity is going to host in the evening. Jasper an old friend of Annie and Liam, who they had a falling out with, approaches Annie and asks her to tell Liam to meet him. He says he has something really important that he wants Liam to see and that Liam’s “future could depend on it”. Annie is baffled at what Jasper has just said, but he leaves before she can ask him what he exactly means.
Naomi makes sure Felicity injures herself during a game of “touch football” and takes over her alumni banquet. Shane comes searching for Teddy and runs into Silver. Shane reveals that it was Teddy who stopped talking to him and stopped returning his calls, when Shane said he wants a serious relationship. Silver is shocked to hear this. Shane wants to have a talk with Teddy and find out, why he has been avoiding him. Liam receives a call and is shocked to hear the call he made to 911 when Vanessa fell from the balcony, being played. Naomi hosts the alumni banquet at the Playboy mansion. Naomi is overjoyed at how grand an event its turning out to be.
Max asks Naomi “are you sure it’s worth doing all this just to get into a club?” Naomi assures him that, she is sure and tells Max the connections she will make once she becomes a member will help his career too. Max says he has to leave for office, as his merger is coming though. Silver confronts Teddy about Shane. “It’s complicated. I don’t want to talk about it” Teddy says. Silver drags Teddy to Shane who is standing nearby. Teddy stops her and admits that he is scared to commit to Shane, as his previous relationship was a “disaster”. Silver tries to talk reason with Teddy, but he says he isn’t fearless like Silver is. Liam tells Annie about what happened with Vanessa.
He now feels someone is using Vanessa’s death to blackmail him. Annie in turns tells Liam that she met Jasper and reveals what he told her. Annie feels Jasper is apparently still holding a grudge. Silver tells Shane, what Teddy told her. “Don’t give up on Teddy just yet. I have an idea” Silver tells Shane. Dixon in the meantime sees a video of Adrianna and Taylor making out, while searching for Adrianna’s music videos on her computer. The video is from the time when Taylor was helping Adrianna make her music video. Dixon is visibly shocked to see the video. The girls from Silver’s burlesque club are slated to perform at Naomi’s event and Silver decides to join them.
The gang is shocked to see Silver, performing on the stage with the other girls. At the end of her performance, the crowd cheers for her loudly. “You were amazing” Naomi later tells Silver. Dixon confronts Adrianna about what he just saw. “Teddy I have never been fearless, I just found a way to pretend. I wanted to show you that” Silver tells him, about her performance onstage. She basically hints that Teddy let go of his fears and give his relationship with Shane a try, as the outcome might be “amazing”. Teddy sees Shane at a distance and proceeds to talk to him. Silver is happy that her plan worked.
Adrianna apologizes to Dixon about what happened between her and Taylor. “There is nothing to talk about, it’s done” Dixon says and walks away. Liam meets Jasper and he hands him a screenplay for a movie. Jasper says he is trying to get his “first real movie made”. “My dad says he will finance it, if I get a bankable actor for the lead” Jasper adds. Hence he wants Liam to star in it. Jasper says he wants to bury the hatchet, between them. Liam in the end says he will take a look at the screenplay. Naomi finds out that her photo at the unveiling was vandalized by a girl named Reese, who she had humiliated when in school, simply for being obese.
Naomi makes up for it, by going naked in front of all the guests and apologizing to anyone she made to feel awkward or embarrassed in school. She adds that being popular, or being a member of an elite club, doesn’t matter, if “you have to step on people to get there”. She says she isn’t the same girl she was, when in high school. Later, Teddy and Shane thank Silver for getting them back together. Shane is visibly shocked when he hears Teddy donated his sperm, so Silver could have a baby. “Look I think this is something we need to talk about” Shane tells Teddy. Dixon tells Adrianna their relationship might be over, but he has full control of her music as she signed a contract. “I own you” he tells her.
Also, he has decided to name his company “Unfaithful Records”. Max informs Naomi, the merger went through. But, Bryce made sure Max got fired from the board of his company by convincing the directors, he wasn’t needed on the board anymore. Liam and Navid on the other hand make up. Vanessa it turns out is alive and is shown getting out of a swimming pool and drying herself. The episode ends at this point.