Both Will and Carlton take turns making up stories of what each accomplished according to what this girl may like. Carlton tells of a tale of heroism he pulled off to save Will's date. Will tells a story of how he is close personal friends with Quincy Jones, Heavy-D, Malcolm-Jamal Warner, Bo Jackson, Kadeem Hardison and A. B. Sure. He weaves this tale of how they all count on him for everything. The girl in the mall can't make up her mind who she wants to go with.
In the meantime, Vivian is singing her heart out with an audience of people watching her in the mall. Philip is busy buying gadgets and Hilary and Ashley are called into the security station.
The girl in the mall says she will base her decision on raw natural attraction and picks Carlton, which means Will is probably going to be the looser of the bet. Will decides to go into the cafe and spill his heart out to the waitress. The family leaves the mall and returns home.
At the Halloween party, everybody is dressed up in costume except for Philip. Will is a bit down because it looks like Carlton is going to win the bet. All of a sudden this beautiful girl shows up at the party in a Cinderella gown. She seeks out Will who is stunned. He is even more shocked to find out that it was the waitress. Carlton boasts that he has still won the bet until the security guard that was invited to the party drags out Carlton's date as she was the one wanted in all the mall thefts.