Naomi has constant flashbacks to her rape and begins taking sleeping pills in order to sleep through the night. Mr. Cannon invites Silver over to his apartment to watch his new documentary and secretly slips something in her drink. Meanwhile, Teddy wakes up from a night of drinking and realizes he hooked up with someone. Dixon learns that, despite what he assumed, Ivy is a virgin. Annie confronts her boss, Katherine about her awkward behavior and is shocked when she makes her an offer she may not be able to refuse. Adrianna sings a new stolen song at a memorial service but she soon regrets her decision to do so when the video goes viral on the web.

Ryan encourages Naomi to press charges against Mr. Cannon and prepares himself for the consequences. Oscar decides to set his sights on Naomi and unknowingly helps her with the case against Mr. Cannon. Ivy decides to tell Dixon she slept with Oscar. Navid and Silver attend the Achievement Awards dinner while Annie, Teddy, Liam and Ian attend The Undies, an anti-achievement ceremony at the Beach Club.

As the gang gears up for prom, Dixon and Annie find out some devastating news about their futures, while Ivy learns that Raj's health has taken a turn for the worse. While Silver is in the hospital, Adrianna tries to rekindle her romance with Navid. Meanwhile, Naomi and Max's relationship is tested to the limit.