Oscar pushes Penny to enter a spelling bee so that he can vicariously relive his own glory days; and Suga Mama goes shopping with the twins.

The Gross Sisters split up when Olei gets a makeover and joins the ranks of the popular kids. Also, the Proud twins star in a commercial.

When Oscar agrees to bring popular children's show host, Thingy, to perform at the twin's birthday, he and Penny discover that Thingy is really Oscar's pretty old college friend, Debra, and Penny wrongfully suspects that they are having an affair.