At school, Lily wants to talk Audrey, but she blows her off.
By the lockers, Ray is excited as he just met River Pearce. He's apparently the coolest and most dangerous person at school. The others mock him.
Ray wants to talk to Travis. He wants to talk about Lily. He made a list of rules they both should follow so both have a fair chance with Lily but Travis refuses.
Lily finds something in her locker. It's a friendship bracelet with Audrey. And now her only girlfriend hates her.
Travis is making his own list about how to deal with Lily. They fight over it, until Lily and Robbie enter.
In class Julius Cesar from Shakespeare is on topic. Lily doesn't pay attention and is called up by the teacher. Audrey answers instead with a strong hit against Lily in her answer. Parker steps in with some quote by Shakespeare. Lily and Audrey have to work together for some oral project.
Lily tries to at least talk to Audrey about the project after class, but things don't really go well. They agree to meet at Mickey's.
At RFR Ray and Robbie talk about Ray's and Travis' rules. Robbie mocks Ray and tells him he has more in common with Travis than he might think.
At Mickey's Lily waits for Audrey. Audrey explains they have half an hour, not more. First thing, Audrey returns Lily's friendship bracelet, as Audrey considers their friendship over and gone. Lily returns her as well. They remember when they made it together and smile. Audrey is still upset, but doesn't hate Lily anymore. She still can't understand that Lily even for one second chose Travis over her. They exchange their bracelets again. They both bond over their "being over Travis". They make fun of Travis.
Robbie tells Travis that he's just like Ray.
At Mickey's Audrey and Lily look like they are friends again and are finished with their project.
All the girls mock Parker who is listening to some music and does something like "dancing".
At school Ray and Travis mock each other.
In class Audrey and Lily present their project. Then Parker is up, without her partner, and somehow has waited for that moment the entire time!
At RFR, Lily plays some small tune. She mocks Ray with it. Travis and Ray get it on again. They struggle again to agree on anything. So Question Mark asks on the air, what's a real friendship.
At Mickey's Audrey invites Lily to come shopping with her. Lily agrees until they mock some nerdy girl and Lily steps up and sends Audrey away. Audrey leaves, disappointed.
The two guys, Robbie explains Travis and Ray are the two sides of the same coin. When alone they realize they really are alike as they have both prepared new rules.
At Mickey's, Parker joins Lily. She invites Lily to some band gig and Lily happily agrees. It looks the two girls have bonded over music.