Isabel was headed towards the ladies room, when she turned the corner and walked straight into the new girl. "Walk much?" Isabel asked, sarcastically in an irritated tone. "Yeah, what about you?" the girl shot back. Isabel looked the girl up and down with an angry look on her face. "Is that Prada you're wearing?" she asked curiously, in a friendly tone.

Max is sitting in geometry class, almost falling asleep to his boring teacher lecture the class on the measures of angles. Just then, he awakens to the sudden knock at the door. A tall, slim blonde walks in and hands the teacher a note.

"Class," the teacher announces as he is still reading the note. " We have a new student. This is Jenna Campbell. Ms. Campbell, why don't you take the empty seat in front of Max? Max, can you please raise your hand so Jenna knows where to sit?" the teacher asked. Max slowly raised his hand as he watched Jenna walk down the aisle in his direction. "Hi" Jenna says softly as she sits down. "Hi" Max replies as he lowers his hand. He then takes his eyes off Jenna and turns in the direction in front of him to the left, where Liz is sitting watching him with a look of jealously and disbelief.

Topolsky sat at her desk, clutching the phone to her ear, listening to orders from the other end of the line. "Understood" she said. Just then, she hears a knock at the door. "Come in" she calls out.

A small old woman comes walking in holding a vanilla colored folder, "A new student just transferred from the next town over. Here are her files." The woman said as she walked to her desk and handed Topolsky the folder. "Thank you." Topolsky replied as the woman left the room. Topolsky sat back and began reading through the files. She then sat up and muttered "Mmm, interesting."

Isabel sat at a small table, outside in the courtyard, talking with Jenna.

"And that's Bobby Peterson. He just got dumped by that cheerleader over there." Isabel explains as she points out different people all around the courtyard. Just then, Max and Michael come walking up to the two girls and sit down. "Oh, Max. Michael, this is Jenna. She's new here." Isabel said. "Hey" Michael replied, in a non-interested tone. "Hi, again" Max said as he smiled at Jenna.

"Do you two know each other?" Isabel asked. "We have geometry together." He answered her, still watching Jenna. Michael watched Jenna's every move, with a curious yet intrigued look on his face. Just then, Jenna caught him watching her as he quickly changed the direction in which he was staring at.

"Um… I have to get going " Jenna said as she stood up and gathered her things.

"It was nice meeting you guys. I'll see you around Isabel" she said as she started to walk away. "Odd girl" Michael said. "She is not" Isabel snapped back. "She's the only girl around here with style, besides me" Isabel continued.

"Sounds to me like you found your match" Michael said as he got up. "Where are you going?" Max asked. "To go see the principal. I got caught skipping." He explained. "Again?" asked Isabel. Michael got up and walked away. Isabel brought her attention to Max, who was staring off into space. "You like her don't you?" Isabel asked. "What? Who?" Max asked curiously. "Come on Max. I can see it in your eyes. You're attracted to her." Isabel said mockingly. "She is pretty, yes." Max said "But, there's just something so familiar about her. I can't put my finger on it." He continued. "Well, duh! She's a perfect imitation of Gwyneth." Isabel said sarcastically. "It's not that." Max said, "It's something else."

Liz and Maria are walking down a crowded hallway on their way back to class.

"Liz, what's wrong?" Maria asked concerned. "You've been so quiet." she added. "I've just been thinking…it's nothing….well, it's just that-" "Spit it out " Maria interrupted. "I think Max likes a new girl." She blurted out. "What?' asked Maria. "There's this new girl in our geometry class that just enrolled today. She sits in front of Max, and well, I noticed him looking at her."

"Looking at her how?" asked Maria. "The way he used to look at me, before that day at the Crashdown." She said sadly. "Don't be ridiculous." Maria said. "It's sounds like to me you're being jealous over nothing. Just because Max doesn't look at you the same way he used to, doesn't mean he doesn't like you, or cares about you. He just looks at you in a different way now, a better way." She assured Liz. "Now that he has gotten to know you better, he sees you in a different perspective." "You're right," Liz said, "I'm getting worried over nothing." She said as they continued to walk down the hallway.

Michael and Max are seated at a booth at The Crashdown café after school.