Mark's former girlfriend, Paula, moves back into town and wants to get reacquainted with him.

Robin goes to a skiing camp and needs money to go. So she tries to find a way to teach more children music lessons. Vanessa gives her the idea of ""having the first lesson free"". But, there are more than enough lessons than she can handle. Also the music lessons are driving Vanessa and Mark crazy. Mark teaches an high school Algebra class and Mark has a basketball student in the class called Andre. Mark meets his old baskeball coach Coach Rickits. Coach Rickits excuses Andre and tells Mark that Andre needs to pass the next test and Mark has to give him the exact questions before the test. The coach puts pressure on Mark saying that Mark did not pass the Algebra test when he was in high school and the coach made Mark pass because Mark was failing Algebra like Andre. Mark does not know what to do. Mark does not give Andre the questions and agrees to take and study the test with him so that he himself can pass Algebra class. The principal gives Mark and Andre the test and both of them pass

In the beginning of the episode, Mark comes in and tells the audience about the show and Mark snaps his fingers and makes everyone disappear and reappear. It all starts out in the Teacher's Lounge. Mark will teach a History class that the students are not interested in. Mark makes a bet with another teacher to see whose class is the smartest. Robin will hold the test. To encourage the students about History, Mark uses a great technique so that they can learn history. Meanwhile at home, Vanessa starts dresssing and treating Tyler's dog as a girl. During class, Andre is the only person that knows the answers and the rest of the class is not interested. Mark finds out that also Earvin is a very good student and knows everything about History and even outsmarted Issac. But, Earvin says that he won't be in the contest because he does not want everyone to know that he is smart. Mark tries to convince him that he would have a great future, but it does not work. At home, Tyler's dog chew