Annie, Harry, and Debbie are surprised to find out that West Beverly's theater director can't direct the school musical anymore. Kelly persuades Brenda to take over as the play's director, but they end up arguing over Kelly's involvement with Ryan. Meanwhile, Dixon tries to get a part-time job at the Peach Pit and Naomi confronts her father's mistress.

When Debbie is given the opportunity to shoot a fashion show for Nylon Magazine, Annie uses the event for a school project. Naomi tries to use the shoot to mend her parents' marriage, but her plan ends up backfiring. Meanwhile, Kelly receives a phone call that changes her relationship with Ryan.