As Ian goes to his room for the night, he catches a glimpse of a hooded figure wearing a bird mask in the hallway outside. He goes to investigate and surprises Gabe, who is coming back to their room. When Ian describes what he saw, Gabe realizes that it's one of the Rooks. He starts cheering the Rooks, and explains to Ian that the Rooks are the cool fraternity at Tower Prep. They go to their room and Gabe explains that the Rooks are too powerful for even Headmaster to oppose. He figures that the Rooks want to recruit them, but Ian isn't impressed. He goes to bed, and Gabe tries to stay awake and wait for them to come. He dozes off, and both boys are there the next morning.
At the cafeteria, CJ watches a fellow student, Noelle, who is putting a few grains of salt in her oatmeal but still complains it's too salty. Noelle's boyfriend comes over and they hug, and a Monitor separates them. Another student notes that close proximity isn't allowed, even for dances. As they talk, Headmaster comes on the TV screens and explains that secret societies aren't allowed at Tower Prep, and anyone identified as a Rook will be sent to West Campus.
Gabe and Suki arrive and talk to CJ. Suki thinks that the Rooks are chauvinists since the organization is male-only. CJ decides that she wants to set up a dance, but Suki wonders if Headmaster will give them permission. When CJ goes to see Headmaster, he turns down her request. She insists that he owes her, and he agrees but insists that she hold up school standards of behavior.
Ian goes to the skills lab to train with his preflexes. Coach shoots at him with a paint gun as Gabe watches, and Ian catches or dodges all the pellets... until Coach takes out a second gun. Ian complains, and Coach points out that his preflexes can only handle one vector of attack at a time. However, he notes that Ian's skill has improved considerably since he arrived at Tower Prep. After Coach leaves, Gabe admits that Tower Prep has helped him perfect his hypersuasion. He talks about how the Rooks abduct people and take them to their hidden lair, and then realizes that Ian has disappeared. The Rooks come in and abduct Gabe as well.
Ian and Gabe find themselves in a hidden chamber with three other candidates. When Ian sees that Ray is one of the Rooks, he starts to leave. Gabe asks him stay for his sake. The Rooks' leader, the Most Exalted One, is a student named Jeremy, who uses the name Odin. He says that the candidates will have to go through initiation to rise from Squabs to Rooks. He opens a chest with a perched raven motif and takes out a flask of "blood," actually fruit punch, and pours out a drink. He then drinks it and recites the group's oath, and the other members join in. He calls upon first Gabe and then Ian to drink, and they do.
Ian, Gabe, and the other candidates go through several humiliating initiation tests. Ian notices a book and tries to see it, but Jeremy tells him that only Rooks have access to the society's secret knowledge. He comments that Ian took a Gnome helmet, and that the Rooks attack and destroy Gnomes regularly... and throws a punch at Ian. Jeremy quickly subdues Ian, and explains that he also has preflexes, but his are more developed thanks to the knowledge they have, knowledge that Headmaster wants hidden. Afterward, Ian tells Gabe what Jeremy said, and suggests that they infiltrate the Rooks to learn more about Tower Prep. Gabe asks him not to, insisting that he wants to join the Rooks to become a member of something popular.
Three teachers are assigned to supervise the dance committee, and inform CJ that she has to follow the regulations stated in the only book they could find: a set of regulations from the 1950s.
After the first round of initiations, Gabe and Ian drink more of the "blood," while Jeremy explains that the Rooks are more advanced in their powers than anyone else. He then takes them to the skills lab and has the Rooks shoot at them. The last man standing passes the initiation and is made a full member. Only Ian and Gabe remain standing, and Jeremy tells his minions to make sure that Ian remains. Gabe trips and they fire at him, but Ian uses his preflexes to catch the pellets, much to his surprise and Gabe's. Ian insists that they both become Rooks, and Jeremy reluctantly agrees.
As CJ and Suki try to decipher the overly restrictive 1950s rulebook, Noelle tells them that she'll be at the dance with her boyfriend. CJ talks about how someone would take her, and Jeremy tries to flirty with her. She can't stand his egotistical comments and tells him to leave, and then she and Suki make fun of Jeremy and his lame routine behind his back.
When Ian returns to the Rooks' chamber, he finds Gabe in a dress and wig, scrubbing the floors with a toothbrush. Gabe insist that he'll do whatever he has to so he can become a Rook, and tells Ian not to ruin it for him by snooping. Ian ignores him, and his preflexes warn him that Jeremy is entering the room. He acts normal just in time to keep Jeremy from realizing he's looking around.
As they try to plan the party, CJ admits that she suggested the party so she'd have a chance to hook up with a particular boy, and get a taste of a normal life. Suki realizes that she means Ian.
After Gabe leaves, Ian goes to the Rooks' chamber and opens the box. Besides a book and the flask of blood punch, he finds four vials of a liquid labeled Corvus H-40. He takes one vial and closes the box just in time as Jeremy and the other Rooks burst in. They put Ian in a casket and tell him that he's going to die. However, when Ian breaks out, they have removed their robes and tell him that he is now a full-fledged Rook. As they celebrate, Ian asks about Gabe, but Jeremy insists that Gabe is nothing and will never become a member. He tells Ian that one day he might lead the Rooks, but he will have to be patient about learning the secret of their enhanced powers.
The Rooks celebrate late into the night. The next morning, Suki comes to find Ian, who realizes that Gabe isn't there. She asks Ian to try some of the watercress sandwiches they've prepared using the regulation booklet, and he spits them out. As Ian goes to find Gabe, Suki tries one of the sandwiches. Repulsed, she drinks some of Ian's leftover blood punch to waste the taste from her mouth.
As Suki goes to the cafeteria, Whisper reminds her about her lessons, and Suki impersonates the computer's voice without realizing it. She comes over as Jeremy tries to invite CJ to the dance again. Suki unconsciously imitates CJ's voice from early when she was insulting Jeremy behind his back. Jeremy swears revenge and leaves, and Suki explains that she can't turn off her powers. They figure that the blood punch is responsible and take it to Noelle, who has perfect taste. She confirms that it has an unidentified chemical. When Ian gives her a sample of Corvus H-40, Noelle confirms that it's the same substance.
With Gabe still missing, the others figure that the Rooks found the chemical in one of the underground labs. They go there via the passages and locate a lb marked with the Rooks' insignia. Ian realizes that the symbol forms the letters C and T, and figure it stands for Corvus Tower, the man who created Corvus H-40. The find a file on clinical trials of the drug on students from 30 years ago, and determine that one of the subjects was Coach. They figure that the scientist use Tower Prep students as guinea pigs, and Ian remembers that he's seen the symbol somewhere else.
Ian confronts Coach at the skills lab and points out that the Rooks' insignia is on his watch. Coach admits that he was a subject, but they abandoned the Corvus H-40 trials. He explains that the drug was a performance enhancer but highly addictive. However, Coach assures Ian that it takes months to build up an addiction. Ian agrees to keep Coach's secret if he won't tell anyone that Ian was using a banned drug.
Gabe goes to the Rooks' chamber but Jeremy tells him that he's no longer allowed. The leader tells Gabe that they only used him as bait to get Ian as a member, and that they'll make Gabe miserable if he tries to tell someone. Jeremy dismisses Gabe's hypersuasion as useless compared to their speed and strength, blocking his ears to prove his point.
That night, Suki comes to get Gabe for the dance. Crushed, he refuses to go.
Ian tries to warn Jeremy, but the leader is too busy telling the other Rooks to go the dance so they can ruin CJ's party and get his revenge. Ian refuses to help and Jeremy attacks him. The two of them, enhanced by Corvus H-40, fight to a draw, but the other Rooks knock Ian up and tie him up, and then put on their masks and go to the dance.
The dance is already failing because nobody wants to dance amidst the antiquated music, food, and decorations. The Rooks barge in and start wrecking the place, and CJ approaches the leader. Gabe comes in, stepping past the other Rooks, and confronts Jeremy. He tells Jeremy that he's not going to let the leader wreck his friend's dance, and then uses his hypersuasion to force Jeremy to remove his mask. The other Rooks run away before Gabe can force them to do the same. Coach hauls away Jeremy for breaking the anti-Rook rules, and CJ and Suki thank Gabe. He tells them what happened to Ian, and then goes back to free his friend. Gabe tells Ian that Headmaster cancelled the dance because of the incident. They go back to the dance hall and Ian tries to comfort CJ. However, but she walks away, disappointed.
In Headmaster's office, Coach reports that Ian believes his story that Corvus H-40 is a performance enhancer. Headmaster tells Coach to watch Ian and take steps if Ian learns the truth about the Rooks and Corvus H-40. Coach bows to headmaster and calls him Most Exalted One, and leaves.
Mysterious figures abduct CJ. She discover that it's her friends, who have taken her to one of the underground labs. They've set it up as a dance hall and offer to give her the dance that the Rooks ruined. The four of them dance, Ian with CJ.