Guest Stars

Ashlie Brillault As Regina Recurring	Caroline Aaron As Cheryl Recurring
Chris Gardner (1) As Todd Recurring	Brenda Song As Asanti

Main Cast

Flex Alexander As Mark "Flex" Washington	Kyla Pratt As Breanna Barnes
Kelly Perine As Duane Odell Knox	Sicily As Spirit Jones
Robert Ri'chard (3) As Arnaz Ballard

Recap

Asanti, the most popular cheerleader in Breanna's cheerleading squad shares good news with the other cheerleaders about her losing her virginity with her boyfriend Rodney. The entire squad is happy for her, but when the cheerleading squad discovers that Breanna and Spirit are still virgins their popularity is threatened. Giving into peer pressure Breanna and Spirit decide to lose their virginity quick. Meanwhile after a burglar almost rob's Duane's apartment he and Flex decide to patrol the building to catch the crook. Also Arnaz's mom, Cheryl is worried about Arnaz and his raging hormones so Flex decides to talk to Arnaz about the birds and the bees. The next night Breanna decides to have sex with Arnaz to lose her virginity and remain popular but she changes her mind when Arnaz reveals he's not a virgin! After a long talk with Flex she realizes that she made the right choice and decides to wait until she's all grown up to have sex...

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• Creator	Eunetta T. Boone
• Executive Producer	Robert Greenblatt
• Unit Production Manager	John Vohlers
• Second Assistant Director	José Clemente Hernandez