Cory has an interview with Stanford and Shawn's upset. "When we were little kids, you promised me we'd go to the same college together!" Cory says it's still early, and he hasn't made any decisions yet, but Shawn is hurt by the fact that Cory would apply to a school that he couldn't get in to. Shawn begins to think that he and Cory will eventually grow apart, so he decides he's going to make new friends.
In Cory goes to sit in his usual seat, only to find someone else sitting in it. Shawn explains that the boy, Andy, is his new friend. Cory gets jealous and decides to make friends with a boy named Lionel.
At Chubbie's, Cory tries to hide the fact that he's hurt, by flaunting his new friendship with Lionel. Topanga isn't fooled. She urges Cory to talk to Shawn, who just walked in with a group of his own new friends. Cory tries to talk it out with Shawn, but the two end up fighting. "Our friendship never made any sense in the first place," Shawn yells. Cory asks why, and Shawn tells him that they're different. "You're college, I'm townie!" They decide to end their friendship before things get any worse.
Cory brings Lionel to Shawn's apartment to get his stuff back. He knocks on the door and discovers that Shawn is in the middle of a party. "You hardly know any of them," Cory says. Shawn explains that that's the way he likes it, no emotional attachment.
Topanga convinces Mr. Feeny to trick the boys into coming to his office at the same time. When asked how the fight started, Shawn says Cory didn't think he was good enough since the day they met.
Flashback: During a field trip to the zoo, a young Shawn, wearing a kid biker jacket, invites Cory to have lunch with him. Cory initially declines. Other kids told him he shouldn't like Shawn because he lives in a trailer park. Cory goes off and tries to impress a pint- Topanga, but ends up falling in the Llama pen. Heroically, Shawn rescues Cory, who apologizes for jumping to conclusions. "I'll be your friend," says Shawn. "Just promise me when we grow up, you won't go to college and leave me." Cory agrees and they hug.
Back in the present, Cory and Shawn are hugging. Shawn says he'll work hard and try to get into any college Cory does.