During the introduction, the Narrator explains what happened in the previous episode, which is important because this is a two-part episode. Abe is about to ask the woman of his dreams, which is either Cleopatra or Joan of Arc, to the Prom, when Abe chokes on the woman's name, and the opening music plays.
The show begins where the last episode left off; Abe is balancing on top of six tigers, who are also on top of a whale, who is also riding a unicycle. It is nighttime, and Abe is addressing a silhouetted woman with birthing hips and a hairstyle that could belong to either Cleo or Joan. Abe asks the woman to go The Prom, but chokes on her name, creating a Jclea noise. After a quick pause with emphasis placed on the Jo in Joking, Abe asks Cleo to be his Prom date. Cleo accepts. The tigers begin eating the whale. Cleo tells Abe that the Prom will be best night of their lives. The theme is A Magical Night in the Meat Locker.
In Scudworth's office, Scudworth is lying on the ground, having fainted after the last episode. Scudworth wakes up, with Amnesia. Mr. Buttlertron explains that Scudworth is the evil principal of a highschool filled with teenaged clones of historical icons. Mr. B. explains how last episode, television actor John Stamos called Scudworth, to rub in the fact that John beat Scudworth for Prom King back in highschool. Mr. B. finally explains how Scudworth felt bad, so Mr. B. dressed Scudworth up like a French dandy, which inspired Scudworth to run for Prom King. Scudworth comments on how his memory is now fully restored, with the exception of the few moments prior to fainting.
Mr. B. has a flashback, of the few moments Scudworth doesn't remember. The Head of the shadowy board tells Scudworth that the board is taking the clones away and terminating Scudworth on Prom night. This message was what caused Scudworth to faint.
Scudworth shrugs off the few forgotten moments prior to fainting, and assumes that nothing important happened. Mr. B. reluctantly agrees.
In Abe's house, Abe's foster-dad is reading a newspaper, when he's approached by Abe. Abe confesses his nervousness over having sex with Cleo. Abe's foster-dad, using many colorful metaphors, tells Abe that he should have sex with Cleo.
In the school cafeteria, while sitting with several male friends, Gandhi reflects on his actions taken in the last episode; If Gandhi hadn't been a jerk, then Marie Curie would go to the Prom with him, but now he must go Stag. Thomas Edison points out that all of Gandhi's friends are going Stag. Gandhi decides to form a Party Posse, of ten guys in white tuxedos, who all show up in a Limousine together, and each leave with ten ladies. Gahndi's posse includes The Buddha, George Washington Carver, Thomas Edison, Euclid (Isaac Newton), Van Gogh, Genkis Kahn, Martin Luther King, Moses, and Nostradamus.
In the hallway at school, Joan is still sporting her make-over, given to her by Cleopatra in the last episode. Joan looks like a slutty teenage beach whore, complete with scrumpled hair, a tight-fitting leather skirt, stockings, and high heels. While walking, Joan grabs the attention of several different students, not just because she falls down. JFK notices Joan, and asks her to the Prom. Joan hits JFK and tells him no. JFK crawls after her, and asks again, and again Joan hits JFK and tells him no. Abe appears, and tells Joan that he asked Cleo to the Prom, and she accepted. Joan gets upset. Abe asks Joan if a woman's body requires oil or cotton balls before sex. Joan gets mad, kicks a locker, and notices JFK on the ground. In an attempt to make Abe jealous, Joan accepts JFK's invitation to the Prom, and begins flirting with JFK. Abe seems perturbed by this news, but shrugs it off and leaves.
In the boardroom of the shadowy figures, the head of the board addresses the board, fellow conspirators, and celebrity guests. Apparently, the X-Stream Blue marketing crew, Tom Green, Marilyn Manson, the Mandy Moore-hobo, Dan Patrick, Skunky-Poo, and Ashley Angel were all involved in spying on and manipulating the clones, to serve the shadowy figures' desires. The head explains that they are all going to go fetch the clones, so that the shadowy board can commence 'Phase Two'.
In Cleo's bedroom, Joan asks her blind foster-grandfather Toots his opinion on her red Prom dress. Toots accidentally mistakes a basketball for Joan. The doorbell rings.
At the front door, Joan is approached by Abe, carrying flowers. Abe is complimenting Joan, when JFK interrupts. JFK gives Joan her corsage, which he kept safe inside his pants. Joan laughs, pretending to be vapid and whorish. Toots suggests that Abe, Cleo, JFK and Joan all get together for a photograph, with Cleo and Joan holding their flowers. Cleo warns Joan to stay away from Abe, and Joan responds sarcastically. Toots's reveals that his plans for the night involves watching a double-feature at the silent movie theatre. Abe and Cleo leave, but Abe seems is treating Joan differently than he normally would. JFK takes Joan out to his white limousine, and Joan is surprised to see Catherine the Great and the three Brontë sisters are already inside. Joan almost gets mad, but remembers that she's pretending to be a bimbo.
Gandhi and his Party Posse have apparently rented a winnebago. Gandhi, hanging out the top of the sunroof, declares this is the best night of his life. Several other clones driving alongside Gandhi's winnebago, do the same thing, out of the sunroofs of their limousines.
The parking lot of the Meat Locker is filled with at least forty limousines.
The inside of the Meat Locker is decorated with hooks and animal carcasses hanging on hooks. There are also star decorations and a disco ball. Abe asks Gandhi if he's nervous about sex, and Gandhi explains that he's only hoping to dry-hump a girl, which involves both participants to be wearing clothes. Abe accidentally says that he's not nervous about sleeping with Joan, instead of saying Cleo.
Three shadowy helicopters and three shadowy ATV's are driving with much speed, towards the Meat Locker. The head of the board tells them that they're not stopping anymore for washroom breaks.
In the Meat Locker, Drowning Pools is on stage, performing. On the dance floor, Abe is dancing with Cleo and JFK is dancing with Joan. Gandhi's Party Posse are huddled up, not dancing with anyone.
Cleo notes that the current, Winter Prom, is the best night of their lives, but Abe is too busy ogling Joan to respond. JFK punches The Buddha in the stomach, knocking him to the ground, and Joan laughs. Cleo makes a sex-related joke, which Abe fails to understand. Cleo explains it, and Abe giggles.
Gandhi approaches Helen of Troy and her friend, and is swooped off his feet by a meat hook, which drags him over to Marie Curie. Gandhi pretends he's having the best night of his life. Marie reveals that Rock Hudson has gone off with Oscar Wilde, to go 'play pool' together.
Scudworth gets excited, reminding Mr. B. how the Prom King election is rigged so that Scudworth will win. ScanGrade has been rebuilt, and gives Mr. Sheepman an envelope with the Prom King's name inside. While reading Principal Scudworth's name out loud, Mr. Sheepman notices John Stamos has appeared. ScanGrade changes his mind, and declares John Stamos as Prom King. Scudworth, who is being held by Mr. B., tries to break free and attack Stamos.
While JFK dances with the three Brontës, Abe approaches Joan, who is still acting shallow. Abe tells Joan that JFK is a lucky guy tonight. Abe begins to ask Joan something when Cleo jumps on top of him, suggesting they go have sex. Abe looks at first Cleo, then Joan, then Cleo, then Joan, then Cleo, each of whom have their own different music playing. Abe's foster-father is also there, pressuring Abe to have sex with Cleo. Abe leaves with Cleo on his back, and Joan starts crying.
Outside, Joan is back in her Goth clothing, and tosses her prom dress and red wig on the ground angrily. Joan mentions that it's the best night of her life.
Still hanging out with his all-male posse, Gandhi looks bored sad. Gandhi mentions that it's the best night of his life.
JFK, who is getting dry-humped by the three Brontës, mentions that it's the best night of his life.
Inside a private suite, on a pink bed with a red heart, Abe and Cleo are making out. Abe is wearing just his underwear, and Cleo is dressed in her bra and underwear. Cleo takes off all her garments, and the viewer can see Cleo's entire backside. Abe is confused, because he sees three floating Joan heads; one on each of Cleo's nipples and one on Cleo's external birthing canal. Cleo embraces Abe, and Abe accidentally calls her Joan. Cleo gets mad, because Abe has forgot her name, and keeps calling her Joan. The Joan heads look smug, and instruct Abe to kiss them. Abe tries to kiss Joan head right, but Cleo slaps him. Cleo tells Abe that they're not going to have sex, and a deep voice emerges from Joan head south, telling Abe to kiss her. Sobbing, Cleo tells Abe that he's in love with Joan. Abe contradicts this, but then the hallucination floating Joan heads confirm that Abe is in love with Joan. Abe gasps and runs out, in his underpants.
JFK comes outside to comfort Joan. Apparently Catherine the Great drank too much, for she is getting sick, and the three Brontës have been given to the three stooges. Joan reveals that she was using JFK to try and make Abe jealous. JFK reveals that he likes Joan when she's acting normal, and that Abe only likes her now because Joan had a make-over.
On the stage of the Meat Locker, John Stamos is regaling the audience with an amusing tale, when Scudworth appears, demanding the Prom King crown. Stamos gives Scudworth the crown, which Scudworth uses to attack Stamos with. Stamos loses his right eye, and his face gets very bloody. Scudworth pulls the crown out of Stamos face, covered in blood, and puts it on his own head. Now covered in Stamos' blood, Scudworth gets very excited because he is finally, King of the Prom.
A semi-nude Abe approaches Gandhi, and explained that Cleo's junk looked like floating Joan heads. Gandhi makes a strange remark about dry-humping his Party Posse. Abe reveals that he might be in love with Joan, and asks Gandhi whether or not Joan would reciprocate his feelings. Gandhi gives Abe a look.
There is a montage of Joan, throughout the whole season, which makes it fairly obvious that Joan likes Abe.
Gandhi slaps Abe, then asks about Cleo, who is lonely, sexually unsatisfied, and completely nude except for the Joan heads. Abe acknowledges that is the current state of his girlfriend, and Gandhi disappears.
Inside the private suite, Cleo is now wearing her undergarments, when she is approached by Gandhi on stilts, wearing a fake beard, Abe's suit and hat. Cleo tells Gandhi to leave. Gandhi leaves.
Gandhi, still on stilts, accidentally falls onto Marie Curie, drenching both of them in punch. After laughing, Gandhi apologizes for his actions as GMK, and Marie tells Gandhi that he'll always have a place in her heart. Marie offers to dry-hump Gandhi, but Gandhi refuses, citing that they're both still young, and abstinence is a dry love.
The board of shadowy figures arrive, declaring that all the Clone High students are now property of the board. Mr. B. is suddenly reminded that the board is coming to take the clones and kill Scudworth, and decides to leave on vacation. The board advances, armed with handcuffs, until John Stamos suggests Prom King Scudworth lead a conga line. The head of the board accepts, as a tight, fast conga line is his only real weakness. Stamos, who is almost dead, is taken into Scudworth's arms. Stamos tells Scudworth to conga everyone into the flash freezer, where Stamos will pull the switch, trapping everyone inside. Scudworth tells Abandon Pools to start playing. Scudworth starts a conga line, that contains the board head, minor character clones, several celebrity guests, a panda bear, a holiday mascot, a cop, and that albino guy.
Abe is searching rooms frantically, looking for Joan. Cleo is kicking doors, angry at Abe. Gandhi and Marie Curie are excited, and are looking for Abe and Joan.
Abe finally arrives at the private suite, and enters. Abe, Cleo, and Gandhi all gasp in surprise, as JFK is lying in bed next to Joan. They are both naked. JFK looks very pleased with himself. The private suite also serves as a flash freezer, and Scudworth leads the conga line inside. Emmett , a dolphin, Cleo's drunk foster-mom, Glenn the janitor, and Abe's foster-mom have also entered into the conga line. Scudworth drops John Stamos, and runs out of the freezer. Stamos pulls the switch, which begins freeze-drying everybody inside.
It appears that every single character from Clone High is now inside the freezer, with the exception of Scudworth and Mr. Buttlertron. Abe is shouting to Joan, still naked and in bed with JFK, that he loves, but chokes on the name, creating another Jclea noise, that could be either Joan, Cleo, or something else entirely.
The notation at the end reads:
TO BE CONTINUED...?!