Sean gives the cameramen instructions on the live prom web-cast. Colleen gets overly excited when Sean introduces her to the band a1. Brittany cant believe that Raul showed up to the prom when she thought he decided not to go. Rianna enlists Seans help in making Raul stay at the prom. Larry and Amanda arrive at the prom, and comment on the wonderful decorations. Billy is so glad that he and Mac are at there as friends. Mac admits that Billy will have a permanent place in her heart as her first love. Ralph hides out in front of Kays house, and is furious that Amanda left with Larry to the prom. Diane accuses Phyllis of trying to sabotage her stay at the house. John overhears Phyllis threats, but brushes it off as Phyllis just trying to protect her marriage to Jack. Serena is visiting with Neil when Nate arrives. Serena knows Neil is too drunk to see Nate, and also realizes that Olivia doesnt know that Nate is there. Brad and Ashley visit with Olivia, who expresses her concern about Neil falling off the deep end. As Olivia goes to call the mother of Nates friend, Nate enters with Serena.