It's Turnaround Dance time; the girls ask the guys. After Eric explains that the type of girl that asks you determines your social standing, Cory is afraid no one popular will ask him. Shawn plays it cool and is asked almost immediately by Becky Schultz. Cory is nervous about his fate; and when Topanga tells him she won't be attending the dance, he thinks all is lost.
Cory daydreams about getting asked by Allison, a cool girl. As he imagines her asking him, he replies out loud, "Yes, I'd love to." When he returns to reality, he sees Ingrid; a nerdy redhead in a grandma dress and giant glasses. "I can't believe it!" she gushes. "An average guy said 'yes' to me!"
Cory tries to think of ways to get out of his predicament but is dissuaded by Eric. "You dump one girl, they're all gonna know and they're all gonna hate you," he advises.
Cory seems resigned to his fate until Shawn, who actually paid attention in recalls Mr. Turner's explanation of Pygmalion "How you speak, how you look, affects people's perceptions of who you are." This inspires Shawn to give Ingrid a cool makeover. They ask Becky for help since, you know, she's a girl. Everything works out perfectly and Ingrid is transformed over night.
Ingrid's a hit at school. Emboldened by her newfound popularity, she asks a cooler boy to the dance and he quickly accepts.
Cory is upset until he is asked out by Allison. At the dance Allison leaves Cory to meet up with her boyfriend, Danny. She explains that her parents won't let her date ninth-graders so she always has a classmate take her to dances, then meets up with her boyfriend.
Cory sits alone at a table until a soaked Ingrid appears. She tells him she was with a bunch of kids who were talking about how cool it would be to jump in the pool; but she was the only who did it. They decide that if they had just gone to the dance together, as themselves, they might have had a nice time. It seems they are going to spend the rest of their evening together, until a popular boy comes up to Ingrid and tells her he thought her pool stunt was cool. Ingrid leaves Cory to dances with him.
When Eric's date bails on him and Shawn's date spends all night in the bathroom, the three of them sit at a table and talk for the remainder of the dance.