The show begins with the clones sitting in class. Principal Scudworth appears on a television and tells them that the PXJTs are here. If a clone fails the PXJTs, their life will be forever ruined. Scudworth also emphasizes that a #2 pencil must be used.
In the hallway, Cleo is crying and emptying her locker onto the ground. After Abe helps her pick up a book, Cleo confesses that she is worried about the PXJTs. Everybody is expecting that Cleo will Ace The Test and go study at Clone State. Unfortunately, since she and JFK broke up 'for-real' again, Cleo has nobody to support her emotional or physical needs. After Abe asks if he can help in any way, Cleo suggests that maybe he could help her study. Abe agrees to help Cleo, by buying flash cards, and she asks him to go buy her coffee too.
At the local diner, JFK is sitting with four girls. He tells them that he is a broken man without Cleo, then suggests they all go swimming in his pool, which he reveals actually means they all go sex in his bathtub.
At another table in the diner, Gandhi tells Joan that the PXJTs' content is useless in the real world, and everything of value is learnt on the streets. Joan guesses that Gandhi is bad at tests, and suggests that he take a Prep course, which Gandhi thinks is a bad idea. Abe walks over and tells Gandhi and Joan that he hasn't slept in two days. Joan reminds Abe of the upcoming Test, and tells him that he needs sleep. Abe says he has too many things to do, and a strange man at the counter tells Abe that sleep is important. The man then tells Abe, Gandhi, and Joan, about one fateful night:
The man is a trucker, and he was driving late one night. Eventually, he came across a cop who was falling asleep at the wheel. After the Trucker tried to guide the cop off of the road, the cop accidentally drove off a cliff.
Joan asks if the cop died. The Trucker tells Joan that he saved the cops life, because now the cop is a cripple. Gandhi is impressed by the Trucker's truck, and immediately imagines how glamorous the life of a Trucker must be.
At Gandhi's home, during supper with his Jewish foster-parents, Gandhi isn't eating. His foster-parents believe it is due to stress because of The Test. Gandhi informs them that he is going to be a trucker, and his foster-parents take this news very badly.
In a dark, shadowy room, Scudworth is talking with the board of shadowy figures. The board's plan is for Scudworth to make all of the clones use #2 pencils on the PXJTs. Scudworth inquires what they are trying to accomplish. ScanGrade, a test-grading/world-domination device appears, and explains that the PXJTs sole-purpose; so that ScanGrade can be fed his energy source of lead, from #2 pencils. After fifty years of consuming #2 lead, ScanGrade will be powerful enough to take over the world. Mr. Buttlertron sarcastically applauds this plan. ScanGrade recognizes Mr. B. and insults his weight.
In the local grocery store, Abe speaks happily of how close he and Cleo are becoming. A distracted, sleepless Abe, accidentally lets his grocery cart knock over a pile of Animal Crackers boxes. A worried Joan tells Abe that he's too tired to be grocery shopping. To prove how slow his reflexes are, Joan slaps Abe, then shouts at him. Joan mentions her 'big secret', but tells Abe she'll reveal it later. Joan orders Abe to go sleep, and he says no. Cleo calls Abe's cell phone and he agrees to go fetch her a tuna roll. A worried Joan warns Abe against tired-driving.
While Abe is driving, he falls asleep and almost runs into a truck full of panda bears.
Abe tells Cleo of his near-accident, and that he needs to go sleep. Cleo is sorry Abe is tired, because she wants somebody to help her study all night. The PXJTs are the following day. JFK appears and offers to get back together with Cleo, so they can bone up for the Test. Abe changes his mind about needing sleep, and Cleo decides that she and Abe can study at her place.
In the hallway at school, Scudworth is gloating over the eventual success of the evil plan. Mr. Buttlertron reveals that he has been in a bad mode ever since ScanGrade showed up, because ScanGrade is nothing but an eternal showboat. ScanGrade walks out of Scudworth's office and makes fun of Mr. Buttlertron's pink apron.
In the Trucker's truck, Gandhi is (unknowingly) being prepped for the PXJTs by the Trucker. The Trucker presents Gandhi with a math problem about a lonely housewife. Gandhi solves the problem, and realizes that they are be behind schedule to meet the housewife.
In a change-room, Joan tells Cleo that Abe needs sleep and that Cleo has to give him a rest. Cleo calls Joan jealous. Joan gets very melodramatic, and again hints at her 'big secret'. Joan vocally declares her wish to help Abe, but Cleo mockingly impersonates Joan and leaves.
In a truckers stop, Gandhi can't decide what to order. Again, the Trucker is prepping Gandhi, this time about multiple choice questions. Gandhi understands this method of learning, because it has real-life application.
In Cleo's bedroom, Cleo reveals that Abe is going to read the Prep book to her while she sleeps, so that she can absorb the information without studying. A reluctant Abe is convinced by Cleo's offer that they can snuggle after the test. Abe begins reading chapter one to Cleo, as she falls asleep.
The next morning arrives, and Abe is still reading the prep book to Cleo when she wakes up. Cleo didn't retain any of the information.
The Trucker drives Gandhi to the school, and reveals that the precious cargo he is delivering is Gandhi's future. Gandhi realizes that the Trucker has given him knowledge that he can use on the PXJTs. Gandhi changes his mind and decides to take the Test.
In a large room full of students, Scudworth reminds the clones that they must all use a #2 pencil. An echo reveals that Scudworth believes that nobody suspects the slightest.
Joan asks Abe if he had any sleep, and Abe tells her of the all-nighter he pulled with Cleo. Abe falls onto his desk and into sleep. Joan tries to wake him up, but to no avail.
In the hallway at school, Abe tells Cleo that he fell asleep during The Test, and Cleo tells Abe that she needs to date somebody going to Clone State. JFK appears, and tells Cleo how well he did on the test. Abe tells JFK that Cleo is his girlfriend, and JFK says Cleo is his. JFK suggests they have a drag-race. At first, Abe doesn't want to, but then Cleo agrees it's a good idea. JFK decides they will race that night, at Deadman's Slick Mountain Cliff Road.
In Scudworth's office, ScanGrade is being fed the tests, which is giving him more power from the #2 pencil. Mr. Buttlertron. filled out a test with a #3 pencil, purposefully, which was fed to ScanGrade. ScanGrade gets sick, and very angry at Mr. Buttlertron.
When Abe walks into his house, both Gandhi and Joan are standing there, with pillows. Abe asks why. Gandhi and Joan are having an intervention for Abe, about Abe needing to sleep. Joan tells Abe that he will die if he doesn't sleep. Abe is reminded of that time when Gandhi fell asleep watching American Pie, and missed Jason Biggs having sex with a pie. Abe ask Gandhi why he doesn't just rent the movie, and Gandhi leaves. Joan is finally ready to reveal her 'big secret', that she's been so close to revealing all episode.
In Scudworth's office, Mr. Buttlertron and ScanGrade are having a fist-fight. Mr. Buttlertron throws a coffee pot. ScanGrade attacks with a spiked hammer. Mr. Buttlertron gets dust in ScanGrade's eyes. ScanGrade knocks Mr. Buttlertron on his back, and slowly lowers a spinning wheel-saw towards a defenceless Mr. Buttlertron.
At Abe's house, Joan reveals that she went to Sleep-Away camp during the summer, to help with her sleeping disorder. Joan says she used to 'stay awake' to be social, but then she started to skip class and go stay awake in the parking lot. Eventually, Joan was so out of control, somebody found her wide awake in a gutter. Joan also reveals her tattoo, of a Dolphin saying "Whaaaazzup?". Her tattoo was purchased when she was sleep-deprived enough to think it was a good tattoo. Abe is so shocked by Joan's story, he agrees to go sleep.
When Gandhi returns with American Pie, both he and Joan are watching it in Abe's living room. When Joan goes to check on the sleeping Abe, it is revealed that Abe is not in his room, and he is also not sleeping.
In Scudworth's office, ScanGrade is about to cut Mr. Buttlertron in half. Mr. Buttlertron asks ScanGrade a multiple choice question, which contains a logic-error. ScanGrade, unable to solve the problem, vomits up his insides and then explodes. Mr. Buttlertron insults the dead ScanGrade device.
At Deadman's Slick Mountain Cliff Road, Abe and JFK are about to race, to determine who will date Cleo. Joan and Gandhi arrive, and Joan warns Abe that he'll kill himself if he doesn't sleep. Ignoring this, Abe and JFK begin to race. Abe is plagued by hallucinations of the Trucker, Gandhi, and Joan's dolphin tattoo. Abe realizes his mistake, pulls over to the side of the road, and falls asleep. After JFK realizes that Abe's no longer racing, accidentally flips his own car, right before the finish line.
The next day, Abe wakes up and leisurely finishes the race. After Abe wins, Cleo announces that she is now Abe's possession. Abe explains that he couldn't have won if it weren't for Joan, and thanks her. Cleo asks Abe what they should do on their date, and Abe tells her that they should sleep together.
At the Trucker's truck, Gandhi tells the Trucker that he Aced the PXJTs. The Trucker congratulates Gandhi, and it is revealed that the Trucker is Doug Prepcourse, who died forty years ago. Gandhi has several flashbacks, that reveal he wasn't actually in a truck, or talking to The Trucker, but it was just a ghost, or a figment of Gandhi's imagination.