It is a stormy day outside of the Galleria Mall. Inside, however, things are warm and dry and comfortable, especially for Jude, who is going to see his girlfriend at her workplace. When he arrives, though, he receives quite a shock, as Starr has gone goth and taken the name Nebula. Jude is slightly put off by the change, but is willing to go along with it.
Despite this, Jude still has some worries about his relationship with Starr, so he decides to talk to his friends, who have just agreed to go see a horror movie (with a side bet involving punishments for anyone who pukes). When he explains, Caitlin understands instantly what has happened: Jude is in makeover shock because Starr has taken on a new look. Her prescribed solution is that Jude should support his girlfriend, and let her know that he likes her new look.
Jude doesn't particularly like her new look, though, and his attempts to convince Nebula that he likes the change fall flat. This leaves Jude worried that Nebula will leave him behind, so Jonesy gives him the advice to change himself as well and become a goth. Jude isn't sure that he'll be able to change completely, but Jonesy assures him that it's possible, and calls Caitlin for her help with giving Jude a new, gothtacular look.
Caitlin's first step is to investigate Nebula in order to ensure that she can choose the right level of goth for Jude. When she sees Starr's new look, she realizes that Nebula is a hardcore goth, so she gets Jude a new wardrobe, dyes his hair a dark red, and paints his face heavily. Jude then leaves for an obligation that he has: meeting Nebula's new friends at the Gigantoplex in order to see a horror movie.
This horror movie is the same one that Jude's friends are going to, and the differences between them are established quickly. The Goths have no problem getting in to see the R-rated movie, but Jude's friends have to sneak in. The Goths sit in the back, while Jude's friends take front-row seats. And while the Goths find the movie tame and derivative, Jude's friends are scared out of their minds by the gory spectacle.
Just as the movie ends, a power outage hits the mall. Luckily, Jonesy has brought a flashlight from his job, but when he turns it on a gruesome spectacle is revealed: the visages of the Goths. As soon as the friends get over their shock, however, they head over to the Big Squeeze to see Caitlin, and the Goths follow. When the group arrives at the food court, it splits again, with the friends greeting Caitlin and Morgana attempting to muse on the power of darkness. Unfortunately for Morgana, Caitlin recognizes her from tennis camp, which causes her friends to poke fun at her for being "normal." This agitates Morgana, and she fires back until Nebula tries to break up the fight and Caitlin offers to pour everyone some lemonade. Caitlin's offer allows Morgana somebody outside of her friends to insult, and she does so. Naturally, this annoys Jen, and she points out that nobody invited the Goths along. Upon hearing this, Morgana and her friends try to leave, but are stopped by Ron, who has put the mall under lockdown. He orders the teenagers to stay in the food court and then leaves, leading Wyatt and Marilyn to remark on what a jerk he is.
Soon, the Goths have lit up the food court using the candles that they carry around. Once again, Morgana tries to be serious about the power of darkness, but this time Nikki is the one who points out some of the absurdity of her statements; after all, they're gathered in a food court in a mall, not a graveyard. Tensions rise again, but this time Jen breaks them when her chair farts after she pushes it back. This causes everyone but her to laugh, and their laughs increase when Jen can't recreate the noise, making it seem as though she really did fart. However, their laughter attracts the attention of Ron, who comes back and demands that the teenagers be silent. When he moves Jen's chair again, though, he makes it fart, and the teens all laugh at him. As soon as Ron leaves, they head out to have fun elsewhere in the mall.
The first stop is the Penalty Box, where Jonesy and Nikki play basketball until Marilyn proves that he's actually a better basketball player than either of them; apparently, he's the captain of the junior varsity team at his school, and they were the regional champions. The exercise sets Marilyn's foundation running, however, so he takes the gathered group to his workplace, Double Dip Ice Cream. There, Marilyn serves the group partially melted ice cream, and they walk through the mall licking ice cream cones.
Suddenly, Judas rushes up, as he's seen that Ron is heading towards the food court. The teens hurriedly rush back, and manage to arrive before Ron does. Ron leaves again, and they head over to the fountain, where Wyatt plays some of his songs for the group. As he closes one, the lights come back on, and they consider leaving; however, they're all still in the mood for music, and Morgana encourages Wyatt to play another song–a request to which he readily acquiesces.
The next day, Jen gives Jonesy a foot massage due to losing the bet, and Judas and Nebula meet by the fountain. There, Nebula admits that it's not working out, as they've both changed too much, and they agree to part but stay friends. Jude wrangles a concession, though; no matter what, he's always going to think of her as Starr. Starr agrees, and kisses her ex-boyfriend goodbye for the last time.
Wyatt: What's with the getup Jude? Jonesy: Yeah, I almost dropped a friend in my pants. Jude: You're the one who said I should dress like a goth, dude. Wyatt: Yeah, but you look like a messed-up mime or something.
(The gang is watching the horror movie.) Wyatt: Why is he going back into the house? Is he stupid? Logically, he should call the police. If I ever get trapped in a house with a vampire with a nail gun, promise me you'll call the police!
Nebula: Jude? Judas: It's Judas. Nebula: I'm glad you did all of this for me, but I don't think we should go out anymore. It's not that I don't like you a lot. We had some really great times together. Judas: Yeah. Awesome times. Nebula: It's just that I need to try new things. Meet new people. Judas: Yeah, I hear ya. Nebula: We'll still be friends though right? Jude:(seeing some tears in Nebula's eyes) Sure, but I'm always gonna call you Starr, okay? Starr:(kissing Jude on the cheek) Okay.
Goof: Jude, Starr, and her new goth friends never got checked for identification, but the rest of Jude's friends were checked.
It's possible that this is to show the difference in how the Goths are perceived relative to Jude's regular friends.
Jonesy's job: vendor of Nice Lamps Reason for firing: wasn't present to sell flashlights during the mall blackout
Running Gag: Jude keeps calling Starr "Starr" despite her protests that her name is Nebula.