Once inside the walls of West Beverly weekend plans are soon coming in order - sleepover at Silver's, hanging out with Ethan after school, blowing Ethan off to hang with Naomi - Adrianna is back from her, what seems to be, a very short stint in rehab, and all seems to be right in the famed zip code.

It's seems the sleepover is in total effect, and it sounds as if it's about to get out of control. Silver not only invited bff Annie, but Adrianna (kind of her act of goodness) and Naomi. Four girls with different wild streaks of their own is a lethal mixture of fun!

But that's until Daddy Harry starts to play principal in his own house. Coming down hard on Annie because she bought an extremely expensive pair of boots she is told she cannot spend the night at Silver's without an adult being present, and those boots are going out. As mom says, she acting act, that's why she snuck off to Silver's, and that's why she was drinking!

The sleepover takes an expected turn from all girl, almost PG rated, to co-ed with a rated R twist. A drunk Annie agrees to play Naomi's wing girl with this new, mysterious guy she meets in detention, Ozzy, enters her life. Annie fails miserably at the task, and ends up on a bed with none other than Ethan. And guess who's going door to door..Naomi!

While all of this is going on downstairs, things are heating up upstairs between Adrianna and Navid. She owes him, for being there for her, for paying for rehab, for a lot, so putting out is her way of doing that. But it backfires and she's left all alone. Annie and Naomi, meanwhile have a heart to heart about liars, and realizes that she can't lie about her and Ethan anymore.

Meanwhile, the undercover cop posing to be a student is soon going to be an outed by one of Mr. Matthews students. The party is quickly broken up by Harry, and Annie finally confesses to how hurt she is by her father's actions.

At the end a lot of truths come out. Annie thinks that her and Ethan have to be upfront with Naomi, Mr. Matthews has to face the truth of his actions with Kimberly, Naomi confronts Ozzy with her feelings, and than when it winds down, she finds Annie and Ethan making out with each other. Shocking....