Lor gets asked out by Thompson and gets a whole new makeover by two girly girls.
Tino acts as a field reporter for a championship game between Josh and Lor for an arcade game. The latter wins and bumps into her crush, Thompson, and accepts his invitation for a Chug-A-Freeze on Sunday. Before her friends could congratulate her, Christie and Candi approach Lor and lead her outside the arcade. Tino continues to act as a field reporter, annoying Carver who tells him to knock it off.
At the pizza parlor, Tish questions Lor regarding last night to which Lor responds that she was simply with the two girls. She then leaves without saying where she’s going but the group meet her outside the door. Lor admits she is meeting the two girls to receive a makeover from them. At the mall, Tish asks the girls why Lor needs a makeover since “she’s already beautiful”. The two girls, however, believe otherwise and want Lor to look like Falala, a supermodel. Lor is reluctant about the makeover, but the two girls assure her that Falala’s look is what Thompson and other boys want and take her away from the group.
Tino, Tish, and Carver explore the mall and decide to get themselves a makeover. At a store, they each model a new outfit. They end their fun by eating at the mall’s cafeteria and waiting for Lor. She appears with Christie and Candi looking just like them. Hungry, Lor begins eating but is stopped by the girls, who explain Falala’s diet. She leaves with them to get more shoes. After buying them, the three girls bump into Thompson who is surprised at Lor’s makeover. He tells her she looks great before quickly leaving.
The girls then take Lor to their house where the three discuss Falala’s anorexic diet which had lead to the model being hospitalized before from malnutrition. Christie and Candi romanticize the model’s struggle while Lor is uncomfortable imitating her lifestyle. Outside, Tino, Tish, and Carver spy on them from a tree branch until it snaps in two, alerting Lor of their spying and causes her to be angry at them.
Concerned for Lor, Tino discusses the subject with his mom. Ms. Tonitini suggests not to interfere with Lor’s new makeover but rather be watchful and supportive of her. Tino firmly declares the girl as “evil” prompting his mom to say he’s being extreme.
At the Foods of the World exhibit, Tish discusses continuing their operation to save Lor. Tino shares his mom’s advice but Tish isn’t okay with being idle. Meanwhile at the girls’ house, Lor thanks them for the makeover but is horrified when she learns they have a five year plan to change Lor’s lifestyle.
Tino, Carver, and Tish arrive at Lor’s house to apologize for their spying and voice their support of her new makeover. Lor, who was hidden in the shadow, steps outside to reveal that she removed her makeover. She apologizes to them for being angry at them and says the makeover is worthless if Thompson likes her but she doesn’t like herself. The boys find this mindset mature.
At Funville, Lor greets Thompson and attempts to explain her makeover. Thompson explains he’s glad that she’s normal now, since she creeped him out at the mall yesterday because she looked similar to the “scary supermodel”. He then offers a game of Space Avenger which she accepts. Christie and Candi are overhearing the conversation and are shocked that Thompson dislikes Falala. They decide their new role model should be Janey Connor, a rock climber.
- Grey DeLisle as Lor MacQuarrie
- Kisa Kaplan as Ms. Tonitini
- Phil LaMarr as Carver Descartes
- Jason Marsden as Tino Tonitini
- Kath Soucie as Tish Katsufrakis
- Pizza Place: The Great Wall of Pizza
- Moral: The grass isn't always greener on the other side of the fence.