Phoebe is promoted to the sixth grade, but realizes that her new so-called "friends" are just using her to do their homework.
Phoebe's grades are good enough for her to advance to the 6th grade, but the 6th grade girls began to use her by taking her money and making her do their homework, while Helga is left looking for another sidekick. Soon a girl named Siobhan joined the class and said that she been promoted from the 3rd grade. At lunch Phoebe wants to sit with the 6th grade girls, but they tell her they wont need her "services" anymore because they are going to use Siobhan, which shocks Phoebe since she thought that they were friends. She runs to the bathroom in tears. Arnold sees Helga and asks her how the sidekick search was going, to which Helga lies - saying that it is going great. Still in the bathroom, Phoebe is in a stall crying and takes off the fuzzy bracelet the 6th grade girls gave her. She hears Helga regretting how she never treated Phoebe as an equal and not supporting her. Phoebe hears this and tells Helga how horrible the 6th grade was, that Helga was right about going to the 6th grade being a stupid idea, and decides to return to the 4th grade. Helga tells her that just because it didn't work out doesn't mean that it was stupid - it was smart, and that Phoebe was smart after realizing that she is more than just her sidekick - she was her best friend, which cheers Phoebe up. After school, Phoebe tells Helga what the 6th grade girls did to her, and Helga decides they need some thumbtacks, rubber bands, and watermelons. Phoebe suggests a pack of trick gum while writing these things down.