Josh and Lily get cast for a play at the school where they have to appear nude in front of each other and everyone, which makes them uncomfortable. Brooke is at hospital again for treatment for her anorexia. Harrison is frightened when he walks into a room in the hospital and finds a ghost who seems to know a lot about him. Meanwhile, Carmen runs into Nicole in a meeting for teenagers with alcoholic parents, but Nicole totally ignores her.

Ms. Glass gives a lecture on STDs and prepares a Cabaret-type musical on the subject. The students are to play the STDs. Sam wants to lose her virginity with George but he's not ready. Sugar and Josh hire a cool prostitute for Harrison.