When the popular girls club takes interest in Mia, she has to decide between being popular and her new cupcake club friends.

When Sydney moves away and is replaced by newcomer Olivia, Alexis becomes the focus of hurtful teasing by the Best Friends Club and wonders if an offhand remark she made when first meeting Olivia may have been taken the wrong way.

Mia hears about someone at school starting a fashion club, and wonders if she can manage being in two clubs at the same time.

Katie needs the help of her friends to cope with the changes of her mother getting a boyfriend and when she gets an e-mail from her dad saying that he wants to meet her.

The Special Day wedding salon is running an ad in the local newspaper, and they want Emma to model in the advertisement. The ad is a huge hit and suddenly Emma is very much in demand. But after running all over New York City for auditions, Emma realizes being a model is a lot tougher than she thought. Does Emma really want to be America's next top model, or is being a part of the Cupcake Club sweet enough?

Moving on with her Cupcake Club friends despite lingering resentment over being ditched by her former best friend for a more popular group, Katie resolves to confront Callie and struggles to find ways to repair the friendship.

Katie starts to realize that doing what you love always makes the batter sweeter.