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Betty goes to pick up Justin from his acting class and gets introduced to Lily – the girl that Justin likes. She also gets inspired by his guest speaker, Zachery, to reinvent herself.
At work, Wilhelmina collapses when she sees how great Betty looks. It ends up being an ulcer that needs surgery. Daniel cancels Wilhelmina’s photo shoot and lets Betty run with her story on Zack.
That night, Betty meets with Zachery to interview him. She gets swept up in the moment and kisses him. He is taken by surprise and Betty freaks out and leaves.
The next day, Zack goes to meet with Betty at work. He tells her to go on a secret date and she happily accepts.
Wilhelmina is at the hospital and tells Marc that she is reviving the shoot. Daniel comes by and puts a stop to it and gives her next month’s cover.
Zack and Betty have frequently gone on secret dates. Daniel catches them kissing and tells Betty it is okay.
Wilhelmina’s doctor tells Marc and Amanda to stop bringing her work or else she will never recuperate. Marc ends up drugging her so she could get some rest.
Wilhelmina’s roommate makes her realize that she can not stop time and should value the time she has.
The next day, Wilhelmina tells Marc that she wants the entire company and doesn’t want to settle with just a percentage.
Zack and Betty are at Mode when Betty kisses Zack in front of the entire office. She tells him that they do not need to hide the fact that they are dating. Betty asks Zack out to his play, but Zack tells her he planned on taking Zack. Zack offers to cancel his date with his mom to take Betty, but Betty happily declines and tells him to take his mom.
Marc and Justin are going to the play and Justin tells Marc he is nervous to kiss Lily because he likes her. Marc tells Justin that kissing someone you like is something magical.
Betty decides to surprise Zack and show up at his play. She ends up being surprised when Zack brings a date. She tries to leave, but cant until the end.
Zack confronts Betty and tells her that he has to go out with good looking women to get press for his shows. He asks her to wait for him and be impulsive. So Betty punches him in the face.
Justin gets jealous when he sees Austin kissing Lily. He confronts Austin and Austin kisses him. Sparks fly. But, Austin leaves and never comes back.
Betty tells Zack that she will not go out with him again and finally makes an appointment to get her braces off.