Spencer and Clay are at teen club doing some bonding. Spencer gets miffed because the bartender is blowing her off in favor of some bobble-head blondes (proof that the show is fictional). A glamorous looking girl approaches them and explains to Spencer that the bartender always favors the “Barbie Girls.” She tells Spencer “If you’re not half-naked you’re invisible.”  Just as I’m thinking about this girl, “Well you kind of look like a half-naked Barbie Girl” she calls out to the bartender and gives him their drink order. He promptly serves them. Is a girl not a Barbie Girl if she knows she’s a Barbie Girl? I’m confused.

The girl’s name is Kelly, and she goes to a different school from that of Clay and Spencer.  She offers to let them hang out with her, and good boy Clay (who is practically salivating over her) runs to get them a table.  Kelly notes, “Your boyfriend sure seems eager to please.” Spencer laughs, “My boyfriend? No, he’s my brother.”  Kelly’s eyes glint with interest. “So you’re single?” Spencer perkily replies, “Yeah, so far.” 

The next day, Ashley is suspicious of Spencer’s encounter with Kelly.  “So, are you gonna tell me about your night out with your new ‘friend’?”  Spencer says, “She has a name, you know.”  Ashley tells her, “oh yeah, she has a lot of names. Most of them consist of 4 or 5 letters!”  Is bad girl Ashley suggesting that someone else is a slut?

Spencer asks, “How many letters does ‘I’m allowed to have a new friend’ have?”  Aww--it’s their first fight over jealousy!  Ashley says she’s just looking out for Spencer, because Kelly is “bad news.”  Spencer reminds her that everyone said the same thing about Ashley, “and besides, that doesn’t mean that she doesn’t deserve to have friends.”  Ashley finally has to really break it down for her, “You are so clueless sometimes. You do know that she’s gay don’t you?” Spencer can’t believe it. The Barbie-gear threw her off.  “She is not!  You need to reboot your gaydar.”  “Whatever, it’s better than the old Breeder Meter.” 

Then Spencer temporarily lames out. “What is it that every gay person is so sure that everybody else is gay?”  Ashley quickly puts her in her place, “It’s not everybody else, just the gay ones.”  I love this girl.

Then Ashley spots her mom on the school campus.  Her mom is a Beverly Hills-train wreck--dripping with money, self-obsessed, and completely inappropriate.

Mom has a new boyfriend who is spending the night and she hasn’t told him that she has a daughter. So she wants Ashley to disappear for the night.  She’s thoughtfully prepared an overnight bag for Ashley, including “that little sundress that makes you look so feminine.” 

Clay and his friend Sean are offering Spencer a ride home when Kelly pulls up a in a  flashy convertible.  Spencer quickly bops off to join her instead of the guys.  Clay is still trying to wave to Kelly, and she’s still blowing him off.

Kelly tells Spencer that she has bought them tickets to a sold out concert.  And is if that weren’t enough, Spencer digs Kelly’s ride. “This is such a cool car. Do you think we could lose the top?”  Kelly smirks, “You want to go topless?” and begins to rip off her shirt. Spencer grabs the wheel and yelps, “No, I meant the car!”  Spencer needs to make a note of this and ask herself how many of her straight friends try to strip for her. The information will be handy later in the episode.

Glenn and Aiden are still fighting over Madison. I resist the urge to fast foward over them and get back to the Kelly/Spencer story. Madison watches them go at it and says to her girls, “It’s time for Mamacita to dispense a little discipline.”  She goes to Glenn and whispers something to him.

Ashley calls Spencer because she has nowhere to go for the night (her dad is too busy entertaining his girlfriend). So Spencer insists that she come over and spend the night at her place.  But there is one little problem, “I’m going to see DJ Money tonight.” Ashley wants to know who with, adding, “And don’t lie because I know that it’s Kelly.”  Spencer admits that she’s going with Kelly, and invites Spencer to join them.  Ashley says no, she’ll just stay home with Spencer’s wholesome family. 

Spencer tries to convince her that she won’t be the third wheel if she joins them. Ashley tells her, “You’re damn right! You can find someone else to chaperone you on your big date.” Spencer whines, “Ash, it’s not a date.”  Ashley tells her, “Yeah, remind me of that when she’s trying to score.” Click.  Spencer, why won’t you listen to Ashley?  She’s been around the block a few times and you’ve lived here for, like, five minutes.   

At the end of the basketball game, Glenn and Aiden are still fighting. But Madison snaps her fingers and Aiden is right by her side. “That’s because you love me,” she tells him. “No,” he corrects her, “That’s because I’m a whore.” But she likes that about him, and whispers something in his ear.