Mickie dries the dishes in the kitchen. Haylie enters.

Haylie: I need help, Mom. There's another girl at school who's smarter, younger, and a better sax player than me. Ew, I feel so average.

Mickie: Well, you'll always be number one to me—

Jeff: walking past Ahem, hello…first born within earshot.

Mickie: Mmm, I meant my number one girl—Maria tugs on Mickie's dress Oh, for cry—mmm. Honey, if you get too competitive, you'll never be happy. No matter how good you are, there's always going to be someone better than you.

Haylie: But she's better than me at everything that makes me special!

Mickie: Oh believe me honey, she's more scared of you than you are of her.

Haylie: sullen You're thinking of bears, Mom.

Punk goes door to door trying to sell his sugar.

Punk: ringing door bell Sugar man! Eats some from the bag

Show: Door to door sugar? Chuckles What a marvellous idea. Show's mother calls What's that mother? …I'm just talking to the sugar man!...Mother, I'm a big boy, I can do as I wish To Punk Exuse me. Slams door. Opens door Thanks a lot, Brooks, now I'm grounded!

There's another quiz in Miss McCool's class.

Miz: whispers Hey, Layla: what's the answer to number nine?

Layla: whispers I can't tell you, Miz.

Haylie: whispers I can't tell you either, Miz.

Miz: to Haylie Leave me alone!

Three of the bigger girls push Layla around at recess, calling her braniac nerd, and geekazoid. When they push her in the mud, Haylie recalls how it used to be her that got pushed around.

Jeff: I can't stand to see you so miserable, Hay…unless it's from a rubber spider down your shirt. Hmm, that gives me an idea. Pulls out pocket tape recorder, presses "record" Note for later: put rubber spider down Haylie's shirt. Chuckles, turns back to Haylie, then as an afterthought, chuckles onto tape again. Hey, I know! How about I dig up some dirt on Layla? Remember how I got Primo's picture on "America's Most Wanted"?

Two agents in sunglasses drive up, see Primo.

Agent 1: There he is on the monkey bars.

Agent 2: Try to take him alive.

Primo: Oh no, not again!

Haylie declines Jeff's offer as the agents crash through the fence and the monkey bars and chase after the hapless Primo.

Haylie: I appreciate the offer, but it goes against ever moral fibre in my body.

Jeff: Suit yourself. If you change your mind, here's my card.

Haylie: I don't need a card. You live in the room next to me.

Jeff: into tape recorder Note: next year, order fewer cards.

Punk describes his sugar-selling success to Mickie.

Punk: And you didn't think I'd make any money. I found a dollar while I was waiting for the bus.

Mickie: While you were out "earning" that dollar, you lost forty dollars by not going to work. The plant called and said if you don't come in tomorrow, don't bother coming in Monday.

Punk: Woo hoo! A four day weekend!

Haylie sits in her room and contemplates the trophies on her bookshelf.

Haylie: Hey, I am above average! So what if Layla's ahead of me? There's no shame in being second.

Imagines

Alicia: And now, Avis Rent-A-Car is proud to present the second best band in America. Will you welcome Alexis, Caitlyn, Brianna and Haylie singing their number two hit, "Born to Runner-Up."

Audience boos.

Haylie: Why would they come to our concert just to boo us?

Jeff walks in with a sheet of paper.

Jeff: Hay, I did some checking on this Layla character, and I know it's against all your moral fibres—

Haylie: grabs sheet Give it to me. Chuckles Hey, wait! There's nothing bad here.

Jeff: Yep, she's clean as a bean, but…I did rip off the Feds as to the whereabouts of our good friend Primo.

Primo stands at the mouth of a large pipe with his hands up, facing an agent pointing a gun at him.

Primo: I'm telling you, I didn't do anything!

Agent: I don't care.

Primo: turns around, looks down, jumps…off a dam Aah…hits churning water at bottom Ouch! My glasses.

Haylie, meanwhile, crumples, the paper compiled by Jeff.

Haylie: sighs I've got to stop being so petty. I should be Layla's friend, not her competitor. I mean…she is a wonderful person…

Jeff: Way to go, Hay. I mean, why compete with someone who's just going to kick your butt anyway?

Haylie: pause I prefer my phrasing.

Haylie confronts her demons and goes over to Layla's house.

Layla: It's great of you to come over, Haylie. I really want us to be friends.

Haylie: You're a wonderful person.

Jericho: Hi, Haylie, I'm Layla's father, Professor Jericho. I've heard great things about you.

Haylie: Oh, really? I—

Jericho: Oh, don't be modest. I'm glad we have someone who can join us in our anagram game.

Layla: We take proper names and rearrange the letters to form a description of that person.

Jericho: Like, er…oh, I don't know, uh…Alec Guiness.

Layla: thinks Genuine class.

Jericho: Ho ho, very good. All right, Haylie, um…Jeremy Irons.

Haylie: looks with consternation Jeremy's…iron.

Jericho: Mm hmm, well that's…very good…for a first try. You know what? I have a ball. Pulls one from his pocket. Perhaps you'd like to bounce it?

The girls walk into Layla's room—which is plastered with trophies and awards. One trophy gleams so brightly, Haylie has to turn her head away and squint at it. She walks over to Layla's desk and notices a cardboard model.

Haylie: What's this?

Layla: Oh, it's or the school diorama competition.

Haylie: You're finished, already? But the competition isn't for weeks!

Layla: smirks Haylie, we're talking dioramas. Who could wait?

Layla explains her project.

Layla: I chose "The Tell Tale Heart" by Edgar Allen Poe…See, this is the bedroom where the old man was murdered…and he's buried here under the floorboards. Oh, and look, I used an old metronome to simulate the heartbeat that drove the killer insane. Flicks a switch; the metronome ticks slowly Ha ha, it's great, huh?

Haylie uncomfortable Ha ha, it's great, it's really great. She pulls out the ball, tries to bounce it, and drops it.

Jericho: Oh! Got away from you, huh? Well, you keep at it.