William (a.k.a. Blank) catches up with Kat and offers tickets to an art school tonight. An apology from the presidential bid going against Kat's "Meatless Monday's" plan a couple of weeks ago. Kat cons William out of the tickets and immediately asks Patrick who finds Kat next. But Patrick is not in the mood to see modern art. Kat says nevermind. Joey has picked up tickets for the French club's movie night for Bianca. Cameron checks out the tickets and says the movie is great and would love to see it to. Bianca says to come with her and Joey, but Cameron doesn't want to be a third-wheel. Bianca says Dawn has just broken up with Max, so she'll go with Cameron but she doesn't ask her first. Joey informs her that it's a "make-out" movie, so she might now be up for that.
In the bathroom, Bianca lets Dawn know about the movie, but Dawn isn't totally convinced. Cameron is excited because he thinks Bianca has set him up with Dawn. Bianca says there is no thing with Dawn and tells Cameron if he feels anything to recite a "these are not feelings of love" mantra. Kat ventures to the art show and William is also there. Turns out those two tickets were extras. They continue to check out pieces of art together. Back at home, Walter comes home to find Bianca and Cameron there. He tells Bianca that Ms. Thorpe told him to sign up to chaperone the movie night. Bianca says all the spots have already been taken, lying. Close, Bianca says to Cameron. Cameron learns it's a make-out movie and is now nervous because he thinks Dawn expects a make-out session. Bianca says not in the slightest, Dawn is still hung up on Max.
Kat and William are ready to go. William didn't like it too much and Kat agrees at least the night was fun. William asks for a proper date. Kat confesses she's seeing Patrick. William wonders if she is allowed to see other people. Kat says it's complicated and William tells Kat that if it's even figured out to tell him, because he's interested. Joey and Bianca prepare for the movie night. Cameron says the mantra is working. Dawn suggests a new hair style to Cameron and heads over to her locker for some styling. Patrick catches up on the art show from Kat and learns that William was there and that he asked her out. Patrick doesn't have a problem with it. Kat has a problem with this – he thinks it's fine to go out with someone else after all the dates they've been on. Kat agrees to go and Patrick doesn't stop her.
Bianca and Dawn continue planning the movie night. Dawn is starting to like Cameron and actually starts considering he could be a great boyfriend. Bianca says Cameron is fragile and he'd be heart broken if Dawn dated him and then broke up with him. Dawn plans to test if Cameron's really the one. Bianca tells Walter, who strolls upstairs in a robe ready to settle in for the evening, that one of the chaperones cancelled so he's got a spot. At the movie night, Kat and William have come together. They have a laugh at the movie. Walter comes in from time to time spraying kids with a water bottle. Cameron tries to inhibit any sensation of "feelings" for Dawn with his mantra. Ms. Tharpe says hello to Walter and tells him to help her with some of the drinks. Dawn plumps up her lips with liner. Joey passes some breath spray to Cameron and then sprays his own mouth. Dawn and Cameron head in for a kiss. Bianca tries to stop it, but Dawn and Cameron keep going, ending up in a make-out session. Joey goes in for the kiss as well, mentioning he will see Bianca again in 3 hours.
Everyone is making-out, but Kat and William remain unfazed. They ignore the others and instead share some fruit. William gets close, but opts for holding her hand. Kat confesses she can't continue. William understands, he says, he just can't understand why Kat has fallen for him. She's too good for him, William says. Kat can't believe he just said that so she leaves. Dawn and Cameron continue kissing but they break for a minute. Cameron excuses himself to continue the mantra in the bathroom, splashing water into his face. Bianca enters ("female incoming") to help Cameron mentioning that this is what Dawn does to all her boy-toys. Cameron doesn't take her word for it. Bianca doesn't want to see Cameron get his heart broken. Ms. Tharpe and Walter share more information in her office. They get close. Ms. Tharpe admires Walter for all the things he's overcome. Ms. Tharpe confesses she has lost someone as well (but he survived and many years later added her on Facebook). Patrick finds Kat and William leaving the school, but Patrick doesn't want to Kat to leave with him. They start to fight, but Patrick shoves William away and says to "stay away from my girlfriend" – the first time he's used that term for Kat.
Patrick catches up with Kat and says that he does have a problem with her seeing other people. Kat's beaming and two continue walking out. Cameron and Bianca head back out to the movie where Joey and Dawn are waiting. Cameron uses the information that Bianca gave him to get Dawn to back off a bit. Bianca confesses that she was just protecting Cameron from Dawn. Dawn says that Bianca is too invested in Cameron's love life and Cameron agrees. Cameron and Dawn head off together, moving to a spot to continue making-out. Bianca is upset, but Joey says not to be. Although, Dawn and Cameron are her best friends, it doesn't necessarily have to be weird. The episode ends with several kisses, including Patrick and Kat and Ms. Tharpe and Walter.