Ms. Noble has to figure out the truth as the gang must account for their whereabouts after sneaking into school. The stories all occur on subway train and range from a clown giving birth, Al and El-Train battling Russian spies, and an emergency make over of a homeless woman.

Tempers flair between Jamal and a gangbanger classmate until they decide to settle their differences in student court, and the gang discovers through trial and error that looks can be deceiving. Meanwhile, Al and El-Train face the challenge of auditioning as slang-free radio deejays.

The gang returns from summer vacation to find Manny High resembling a prison after the school board installs new security measures. When Ms. Noble encourages the unhappy students to find a constructive way to voice their objections, they go on strike and are suspended and nothing is solved until the gang learn to compromise with the school board. In the meantime, Dawn and Cassidy's friendship is tested when they promise to be honest with each other, no matter what.

Jamal battles Malcolm in a dance contest during the school dance. Meanwhile Al and Dawn break up after arguing.

Chris quits the jazz group to play with a popular band that just lost it guitar player. Cassidy and Dawn try to learn more about El-Train's troll doll.

Chris gets involved with Sarah, an international star and soon realizes her life is harder than he thinks. Meanwhile Jamal helps Cassidy and Dawn with thier project on the rumor ghosts of Manny High.

When Ms. Noble decides to loosen up and be more cool in order to win a most popular principal contest, the school turns into an undisciplined zoo. In the midst of the chaos, the gang try their hand at after school elective classes.

Everyone is obsessed with making the grade during midterms at Manny High. When Jamal and Chris fail their first midterm, Chris' father pulls strings to put Chris back in prep school. At the same time, Dawn feel like she is losing her brainpower after Cassidy scores higher on a test than she did. While Jamal and the rest of the gang begin to take study group more seriously, Chris discovers that no matter how much he goofs off, he will not fail at prep school thanks to special arrangements made by his father. After midterms, the gang celebrates passing grades and discover it feels good when they apply themselves to school, while Chris is left feeling like a spoiled loser. Ms. Noble convinces Chris to talk to his dad about the important lesson he has learned and about returning to Manny High where he belongs. Meanwhile, Al (Dion Basco) and El-Train discover that they can big bucks selling old items from the school basement on an internet auction. They accidently sell the school basketball

When Jamal and Chris don't study for their chemistry final and are faced with the prospect of summer school they decide to make cheat sheets. Just before the test the sheets are accidentally switched and end up in El-Train's book. When Ms. Noble discovers the cheat sheets she decides to make the entire class re-take the test. The students are all mad at El-Train but Chris and Jamal do not confess until they understand the consequences of their actions on their friend. Ultimately they decide that it is better to tell the truth and save their friendship. Meanwhile, Dawn and Cassidy decide that if the guys can have their own radio show that the girls can too.

When ""Mean Dean,"" New York's morning shock jock, can't make it to his live broadcast from Manny High, Chris and Jamal are offered the chance to fill in for him. The guys do such a great job making their friends the butt of jokes that they are offered a permanent show -- and must decide if they want to acheive success by hurting the people they care about. In the meantime, Cassidy, Dawn, Al and El-Train try out for cheerleading, all for different reasons, with suprising results

Jamal develops a gambling addiction that strains his friendship with Chris, Al and El-Train.

While Dawn and Al seek some time together, El-Train seems to spoil every opportunity for them to be alone. With Dawn's urging, Al sets El-Train up for a date in order to distract him. Meanwhile Chris, Jamal, Ms. Noble, and Cassidy create a horror radio play.

Dawn saves Al and Cassidy from robbers on the train and the school newspaper soon learns of Dawn's heroic actions.

El-Train enters the Science Fair to prove that he's smarter than everyone, including Jamal thinks.

When Al gets special treatment because he is a star athlete, Dawn tries to tell him he still needs to do his homework. Not taking her advice, he and El-Train work on a paper together, with poor results. Meanwhile, Cassidy and the rest of the gang help get Ms. Noble in shape for her class reunion. Ms. Noble meets a very special friend from high school.

The gang are invited to appear on a teen show to talk about thier friendship. The night before the show they all get drunk and fight with each other. Ms. Noble and Billy discover them and attempt to knock some sense into them. The gang go on the show and realize what true friendship is really about.

The gang's holiday weekend at the Anderson's place in the Hamptons goes adrift when Chris, Cassidy, Dawn and Al run out of gas while yachting. Meanwhile, on shore, Jamal and El-Train's attempts to score with two honeys are interrupted by an unexpected visit from Ms. Noble and Billy.

Chris tries to make surprise anniversary dinner plans for Cassidy, but his sneaking around leads her to think he's cheating on her. She thinks that he has another girlfriend besides her. Meanwhile, Dawn and Al challenge Ms. Noble and Billy to a ""Best Couple"" contest.

When El-Train arrives at the dinner with a bruised nose, he complains about the lack of lights at the basketball court. He comes up with an idea for a glow in the dark basketball. El-Train, Al, Chris, and Jamal decide to go into business together after El-Train's invention turns out to be lucrative. When Al starts to take over, Chris and Jamal decide to start a rival company. Al discovers it's hard to run a business with only one employee-himself. Cassidy becomes jealous after Dawn gets the part in a famous director's movie.

No one is laughing when Chris and Jamal's rivalry with the deejays from another school escalates from spirited pranks to costly property damages. They destroy the other deejay's equipment and end up losing thier radio show until reapairs are done on the other. Meanwhile, Manny High's Quiz Team captain Dawn's is obsessed with winning the city finals trophy.

Ms. Noble is getting married. Ms. Noble cancels the wedding after discovering Billy's bachlar party with Hula girls. SHe regrets the choice as Billy decides to leave town, so it's a race to the airport to prevent him from leaving. Jamal and Cassidy develop feelings for each other as the wedding is being planned. They soon find out the feelings are just from the wedding and not themselves.

Love is in the air at Manny High as the gang prepares for the Valentine Dance. Cassidy decides to play a ""dating game"" to get the school's resident hottie to go with her, only to realize that she has feelings for Chris. Meanwhile, Jamal, Ell-Train, Al and Dawn participate in Ms. Noble's meditation class only to cause Ms. Noble to become stressed herself.

Chris and Jamal are in need of tutoring for midterms, and find an unlikely study buddy in the irritating studio technician Jasper. When Chris and Jamal get the opportunity to meet famous deejay ""Jo-Jo On The Radio"" for an internship interview, they are afraid Jasper will ruin their chances so they lie to him about the meeting time. When Jasper finds out he is hurt and the guys feel guilty, until they come up with a plan to make it up to Jasper. Meanwhile, Ms. Noble is having man trouble and her bad mood is scarying all the students so Al, El-Train, Cassidy and Dawn plot to get Ms. Noble and her boyfriend Billy back together again at what turns out to be quite an engaging dinner date.

Chris and Jamal are assigned to write a paper about someone who has witnessed an important historical event but when they can't find anyone to interview, they make one up. Ms. Noble is so impressed that she books ""Great Uncle Jesse"" on a local television show and El-Train attempts to assume the role. Meanwhile, Dawn and Cassidy decide to go into business selling the fruit tarts they created in home economics class.

This is another clip show as the gang refelct on events from the past year. Ms. Noble informs the gang that their international penpals in Japan, had just suffered from an earthquake. The gang e-mail thier friends about the times they have had during the year.