Tino, Lor, Carver and Tish get sick of Colby and Bree constantly making fun of those who are "beneath them", so Tino confronts them and argues that they can't both be the cool kids, one must be cooler, so they have a "Cool Showdown". Colby wins and the now un-cool Bree gets help from the gang on how to deal with the un-cool world.