Keely tries to put together two classmates, Grace (Ashley Drane) and Grady (Jason Earles). When she gives Grace a complete physical and confidence makeover, she then tells her to go for the person she likes. To Keely's surprise Grace likes Phil instead of Grady. But Phil doesn't like her back so he pretends to be a low-life so Grace won't like him but it still doesn't work, so they make a double date with Grady and Keely, Phil and Grace. Before the date Keely and Phil transform Grady into something more like Phil. At the end of the date Grady and Grace go to clean the telescope and Phil and Keely enjoy their date.