Brooke tells the Latino pool boy he's not allowed to use the swimming pool, and when he gets out finds he was skinny diving- the next morning he turns up at her school in a sports car; it's her new neighbor Felix Taggaro, who is even more flirtatious, self-confident and sassy then she and uses Mouth to find his way. At college Karen gets to know personally her business economics professor Andy Hargrove, a retired self-made tycoon. When Lucas tells he wants to use Dan's rehabilitation to get to know him properly, Nathan gives him his blessing. Dan orders Keith to fire Nathan, to no avail. When Keith advises against the second hand car Haley and he hoped to buy, he generously spends the money on a keyboard so she can work on her composing talent- and gets barked at to take it back by his ingrate wife. Peyton gets a chance to manage a famous musical duo, but only if she supplies them with and uses cocaine. While taking a sports car for a test-spin, Dan makes Lucas accept Felix' race dare, and offers him the keys- which chases him away. Deb encourages Karen finally to start her long-dreamed bar extension to the café and is asked to help run it as a club. Now she's poor, Brooke is caught shoplifting but Felix saves her bacon. Keith offers Nathan to learn car mechanics by fixing together a car/wreck he intended to strip for parts, which Nathan may then keep.

Peyton meets cocky record shop clerk Chris Keller who turns out the only good musician on the club's auditions besides Haley, who has too much stage-fright. Coach won't listen when Lucas genuinely suggests to reconsider an eye operation. Lucas learns Anna is overprotective Felix' sister. Nathan gets a once in a lifetime invitation for the three months Highfliers basketball summer-camp in Florida. Now her parents are financially ruined, Brooke decides to recruit Felix as her purely physical toy-boy, and is forced to hold a garage sale. Dan invites Deb to watch the meteor shower together, Andy asks Karen, Anna gets Lucas to. Keith has a romantic date with his car-naive lady-client Jules. Nathan pretends to Haley not be accepted for Highfliers fearing they can't afford it and makes her overcome her stage-fright. When Dan realizes Deb is not ready for reconciliation, he pretends his actually excellent rehab-results are bad. Mouth proves his love for Brooke by buying back the doll-house she failed to overprice enough.

Felix continues to be Brooke's sex-toy. Chris makes Peyton beg for him to perform at the Tric club opening and hands her a 'rider' (list of demands), which inspires Brooke- about non-committal rules for Felix. Dan tells startled Karen he forgave Keith for sleeping with Deb, news to her. Keith asks Jules to the opening, they become exclusive. Coach, in hospital, understands Nathan gives up Highflyers for Haley's sake; seeing the crowd gives her major stage-fright, but when Chris leaves the stage because the teenage crowd won't listen quietly she plays, to applause, then he invites her to collaborate musically. Mouth hoped to get a shot at Brooke, but she commends him as a- sweet little brother, ouch; he accuses Felix, Lucas gets it backward and catches a solid punch, mainly for dating Theresa; Craig throws Felix out, Mouth brings drunk Brooke home, who only wakes up when Felix is beside her.

Brooke, Peyton, Haley and Anna have a slumber party at Haley's apartment where secrets and lies are revealed. Meanwhile, when Lucas and Nathan go on a road trip to a Bobcats game, Nathan reveals he is being tested for the genetic defect that caused Dan's heart attack and suggests Lucas do the same. After an awkward encounter with Keith and Jules, Karen and Andy share an intimate night together.

Haley makes Nathan agree to go to the prom even though his parents will be chaperons; Peyton pays Brooke's chosen dress for it; Lucas tells Felix he's taking Anna; Mouth comes alone 'on the prowl'. Lucas learns Dan is hiding his full recovery. Haley finally accepts to play with Chris in Peyton's club, but they run late, leaving Nathan dancing with his ma; when she finally arrives they are crowned king and queen of the ball but just then Nathan learns she worked with Chris even while he was in Charlotte, and ends up showing he gave up Highflyers for her. After Mouth tells her he, not Felix, took care of her while she was drunk, she's livid and tells Felix he'll never have her heart.

After the prom, Anna sleeps over at Peyton's- Felix sneers she's getting a worse reputation then his, while Peyton has a hard time with lesbianism-innuendos, even though Brooke says that appeals to boys, but ends up making a stand at school. Brooke finds Nathan slept on Lucas's floor; when he goes home, Haley tells him she respects his sacrifice and wants him to go to Highflyers, but won't do the one thing he asks, stop seeing Chris, so he walks out again and warns Chris in ominous terms and grip. Brooke blames Felix for her broken windshield and rages at him; he finds out it was Mouth, who also tells Lucas, but pays anyway; in the end he convinces her of his love. Dan takes the reins back at the dealership and offers Keith to stay on. Karen orders Lucas to take the medical test, or no basketball anyway- Nathan confesses he told her. Chris gets a chance to make a tour, asks Haley along and kisses her again. After Deb confesses her infidelity with him to Karen, Jules gets a call from Keith he loves her, and reports it to Dan

After Deb's confession to have slept with Keith, Karen shows her the door and later has a misunderstanding which makes her break up with Andy. Haley chickens out on her music career at the last minute, so Chris leaves alone. When she gets home, her older sister Taylor is there. Nathan hopes she won't remember she was his first sex partner at a party in the beach house. They become friends and he decides she can stay a few weeks. Jake is back, without Jenny, for a few days he spends mainly with Peyton. Lucas finds out how Jules' poverty drove her to break Keith's heart. Felix has a fight with Lucas for 'hurting Anna' -who later confesses to Lucas she's just lesbian but hoped to be bi. Karen and Andy ultimately make up.