zack, douglas and donald make friends with her brother, simon (kieran culkin), to be close to her. to get zack and douglas to stop laney agrees to go to the beach with him and douglas once. dean and the other popular students also show up at the beach, and laney gets a chance to know them better. after, preston (dulé hill) invites them to a party at his house that night. laney pretends to be busy but zack and douglas persuade her go, and gets their sister to give laney a makeover, changing her look and showing her true beauty. at the party taylor is embarrassed by brock and jealous of laney, and says mean things to laney until she runs away and cries. zack and douglas talk to laney, telling her that by opening up to people there will be some bad with the good.