Douglas gets an "F" on his book report and Charles has to go to the school to talk to the teacher. He is in for a surprise when she turns out to be young, smart, and very pretty.

It's Halloween and Charles helps the kids prepare for the night. He also helps out Buddy who is lacking confidence over a date and wants Charles to 'accidentally' run into the girl and learn what she likes.

Douglas discovers love when he meets a strange friend of Lila's named Enid. He likes her the way she is and gets upset when Lila tries to give her a makeover.