As Lila continues to impress everyone at school with her kindness, Helga grows jealous of her, so she decides to improve herself with the help of miss perfect herself. Lila agrees to help(with a little buttering up) and training begins, dealing with complementing others, being non-confrontational and telling funny stories.

The next day they arrive at school and Helga attempts to tell a funny story, which comes off more dirty than funny, and later she tries to complement Rhonda but ends up insulting her, and at lunch after Harold makes fun of Helga's Eyebrow, Helga hits him in the face with her lunch tray. After Arnold comes to make sure Harold is okay, Helga decides that enough is enough and she must improve herself

After some rigorous training, Helga's Plan is finally working, and she puts the final phase into action, Helga sews herself a costume for Rhonda's costume party. At the party, Lila is surprised, yet flattered to see that Helga is wearing an exact replica of her dress, Helga sees Arnold by the punch bowl and walks over, Helga tells Arnold a joke and offers him the last finger sandwich.

Later, Helga and Arnold are playing a game of pin the tail on the monkey, when Gerald comes up to have a word with Arnold, Gerald tells Arnold that he is only spending time with Helga because she is dressed as Lila, Arnold disregards this and returns to Helga, but he accidentally calls her Lila, so she decides so take off her costume, and Arnold leaves(possibly confirming Gerald's information) But Helga over hears Lila and Arnold talking, and she hears Arnold say that he comments that he kind of likes Helga, to which Helga sighs that she is half way there.