Lucy takes a liking to her subsitute teacher. She is pleased with all the attenion he gives her. L.D. sees him look down Lucy's top in class and warns Lucy to be careful. Lucy tells L.D. that she is just jealous. Lucy agrees to stay behind after school and help her teacher. Wheels walks in and finds the teacher's hands on Lucy's shoulders. Lucy runs home and is comforted by L.D. The following day at school, the teacher asks Lucy if she'd like to stay after school again. ""Not in a million years"", she replies.Wheels has been making poor marks, so his parents make him tutor with Ms. Avery after school. This means that Wheels must quit the band until his grades are better. He also ends up getting glasses since part of the problem was he couldn't see the board well. Meanwhile, Joey and Snake find Simon playing bass guitar in the gym, and ask him to be the zits' new bass player.