Fiona drags Haley into their dorm room by the hand, sitting her down on her bed. She sits down beside her. "Haley-now that we're friend, I've decided to make you my new project." Fiona says. "You really don't have to do that Fiona." Haley says. "I know-that's what makes me so nice." Fiona says. "Whenever I see someone, less fortunate than I, and let's face it who isn't, less fortunate than I? My tender heart tends to start to bleed." Fiona sings. "And when someone needs a makeover, I simply have to take over! I know (I know) exactly," Fiona sings as she drags Haley over to her makeup table set up at the end of her bed and sits her down on the cushioned stool. "What they need!" Fiona wraps herarms around Haley neck, resting her elbows on her shoulders, her head on Haley's. "And even in your case, though it's the toughest case I've yet to face." Fiona says, lightly poking her nose, releasing her neck and spinning to her side, her hand on Haley's shoulder. "Don't worry, I'm determined to succeed! Follow my lead, and yes indeed, you will be…" Fiona picks up the yellow brush off the makeup table and she pulls the hot pink hairband to left Haley's hair fall past her shoulders. "POPULAR! You're gonna be popular!" Fiona starts brushing Haley's hair. "I'll teach you the proper ploys, when you talk to boys, little ways to flirt and flounce," Fiona puts her hands on her hips, the left one being lower than the right, the left knee bent slightly. "Ooh! I'll show you what shoes to wear, how to fix your hair, everything that really counts to be POPULAR!!" Fiona continues brushing Haley's hair. "I'll help you be popular! You'll hang with the right cohorts, you'll be good at sports, know the slang you've got to know." Fiona sets the brush down on the table. "So let's start, 'cause you've got an awfully long way to go!" Fiona walks over to Haley's side of the room; Haley turns to see Fiona sitting down on her bed, looking at her fingernails, painted yellow as always.

"Don't be offended by my frank analysis, think of it as personality dialysis." Fiona stands up and walks back over to Haley. "Now that I've chosen to become a pal, a sister and advisor, there's nobody wiser! Not when it comes to POPULAR!" Fiona picks up the brush again, this time also picking up a white hairband and slipping in onto her right wrist. "I know about popular and with an assist from me to be who you'll be instead of dreary who you were, well, are. There's nothing that can stop you, from becoming popular." Fiona stops, seeming to ponder something as she held Haley's hair in one hand and tapping her chin with the finger of the other. "Lar," Fiona says with a shrug. "La la, la la! We're gonna make you pop-u-lar!" Fiona says, continuing to brush Haley's hair. She suddenly lets it go, after making a face at the style it was in. "When I see depressing creatures, with unprepossessing features, I remind them on their own behalf to-think-of," Fiona brushes Haley's hair to the beat of the last three words. "Celebrated heads of state, or specially great communicators! Did they have brains or knowledge?" Fiona leaned in, her head next to Haley's. "Don't make me laugh!" Fiona stands back up, lettings out a small laugh.

"They were POPULAR! Please! It's all about popular. It's not about aptitude; it's the way you're viewed, so it's very shrewd to be, very very popular like ME!"Fiona lets out another giggle as she finally puts Haley's hair into a high side ponytail, taking a white rose from her hair accessories bin and spilling it into Haley's hair. "What Haley," Fiona says, looking up in the mirror. Haley looks up too, seeing the hairstyle Fiona had put on her. "Look at you-you're beautiful!" Fiona says. Haley was almost speechless, realizing how beautiful she was. "I," Haley says, trying to get her emotions together. Then she realizes it was almost time for her next class to start. "I have to go," Haley says. She hurries out of the room, leaving Fiona standing there. "You're welcome," Fiona says. "And though you protest-your disinterest," Fiona sets the brush down on the table. "I know clandestinly," Fiona walks over to the window, leaning against the wall as she watches Haley rush across the street, hurrying to her next class. She smiled s she saw two of her friends wave to Haley as she passed by them. Fiona bounced off her feet singing "You're gonna' grin and bear it! You're new found popularity!" Fiona squeaks in delight at her small but progressive success. "La la, la la! You'll be popular!" Fiona gathers her books and happily rushes to the door, stopping in the doorway. "Just not, quite as popular as ME!" Fiona shuts the door and rushes down the hallway, a big smile on her face.