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IT IS PROM NIGHT – West Bev's Hollywood-themed prom is full of surprises, but first Harry (Rob Estes) warns his students that any non-school sponsored parties after the prom will be met with serious consequences. Naomi (AnnaLynne McCord) learns that Jen (guest star Sara Foster, "CSI") has maxed out her credit card to furnish their new home, but soon forgets her problems when Liam (Matt Lanter) asks her to the prom. Meanwhile, Liam continues to count down the moments until Annie (Shenae Grimes) shows her true colors, but to prove him wrong, she accepts theater-geek Charlie's (guest star Chuck Carter, "The Big Bang Theory") invitation to the dance.
Kelly (Jennie Garth) attempts to warn Ryan (Ryan Eggold) about Jen's devious personality, which he interprets as Kelly's jealousy. Navid (Michael Steger) confronts Ty (guest star Adam Gregory) during a fight about abandoning his soon-to-be child with Adrianna (Jessica Lowndes), but rushes to Adrianna's side when she goes into labor. Dixon (Tristan Wilds) is surprised to learn he's nominated for Prom King, and Silver (Jessica Stroup) is even more surprised when she has the opportunity to speak her mind in front of her peers. Lori Loughlin and Dustin Milligan also star.
The Clark sisters are getting furniture delivered to their new apartment and Naomi asks Jen for advice on how to get Liam to admit to his feelings for her. Meanwhile, Liam has been sent to the principle's office and is getting a "good cop/bad cop" lecture from Harry and Kelly. Liam's stepfather called he's worried about Liam's stability and is considering sending him to a military school. Almost nothing gets people pumped up to do better in life than being threatened with military school. Liam's idea of school community service is apparently asking Naomi to prom. She, of course, flips out in the only way an excited school girl can. Silver is getting ready for prom by getting her tan sprayed on. The lady doing the spraying tells her to get her hair blown out, acrylic nails and shave everywhere the day of the dance. Liam keeps telling Annie she's a nice person just covering up her bitchiness with a smile. That being said, when the theater geek asks her to the sophomore prom, Annie says yes, even though she makes it clear she isn't so "thrilled."
Ethan and Dixon are trying to pick out the best outfit for Dixon to wear to the prom and Ethan tells Dixon he's been chosen for the All-American LaCrosse camp. He doesn't seem too pumped about it though. Ethan decides to go to prom at the last minute, as a third wheel with Dilver. Harry is trying to coerce Annie into telling on her friends if they go to Navid's and there ends up being sex, drugs and alcohol. The girls go shopping for dresses together and Adrianna can even find a maternity dress to wear. But oh no! There are problems with Naomi's credit card! It's been declined! Oh noes! When she goes home to confront Jen about the card, she finds out Jen is going to the prom with Ryan...oh, and that Jen has been using her card for everything since coming back to L.A. Jen's in a bit of financial crisis and has had to rely on Naomi's money. At least she came clean.
Prom night comes and everyone is doing it in style. Navid sees Ty and is not too pleased with him. Annie isn't up for prom queen but Dixon's up for prom king, He seems a bit too focused on SIlver being able to make huge steps too soon and isn't spending enough time acknowledging what a huge leap she's made just coming to prom. Harry stops The Veronicas mid-song while telling everyone he's going to bust someone's after-party. Of course, this makes nerd-boy think Annie was the one to blab about the party, so he gets the rumor started. Jen finds Kelly in the powder room and lays into her with the whole, "Who knew we were into the same type of man" line. Ryan must seriously be the only man worth dating in Beverly Hills. Kelly didn't write Jen a great recommendation for Yale, describing her as a "narcissist with no moral compass". Dixon is elected sophomore prom king and everyone is psyched! We'd probably vote for Dixon too, he's a sweetheart.
The prom queen ends up being a write-in...Silver Silver gives a "take this crown and shove it" speech, which doesn't make Dixon feel too great, but elicits some excitement from Ethan and at least one other person in the audience. Naomi takes Silver's crown with no hesitation and no other crowning. Ethan decides to visit his dad in Montana and go backpacking to find himself instead of being an All-Star lacrosse player. The rumor has spread everywhere about Annie telling her dad about the party and Silver tells her to forget about it. Silver wants to come back to West Beverly and wanted to give Dixon the happy news but has managed to hurt his feelings by calling people like him "a prom-loving zombie loser".
Ethan comes over to congratulate her on the speech she gave. Kelly tries to warn Ryan about Jen being bad news, but he takes her concern for jealousy. Kelly surprises us all by telling him she's totally over him and just trying to be a friend. Her advice to Ryan couldn't be more on the money. Apparently Jen is still married to some guy named Olivier. Liam and Naomi take a stroll through the Paramount lot and find Kelly out on the steps getting some air. She spills the beans about Liam's stepfather being happy he came to the prom . Naomi finally confesses how much she likes Liam. She also confesses for Liam that he likes her back. Why doesn't he seem too happy about it? He is very nice to look at, though. Liam starts to open up to Naomi about his family and it's actually pretty sweet. Navid tries to attack Ty while Adrianna's not around but gets punched instead. Meanwhile, Adrianna's water break
- Rob Estes as Harry Wilson
- Shenae Grimes as Annie Wilson
- Tristan Wilds as Dixon Wilson
- Dustin Milligan as Ethan Ward
- AnnaLynne McCord as Naomi Clark
- Ryan Eggold as Ryan Matthews
- Jessica Stroup as Erin Silver
- Michael Steger as Navid Shirazi
- Jessica Lowndes as Adrianna Tate-Duncan
- Lori Loughlin as Debbie Wilson
Special Guest Stars
- Lily Collins as Phoebe Abrams
- Chuck Carter as Charlie Pinkwater
- Patrick Sebes as Jared
- April Marie Eden as Tanner
- Dwight Ewell as Mr Irving
- Missy Crider as Becky UberStylist
- Liam – Tick, tock, tick, tock
- Annie – What is that supposed to mean?
- Liam – Nothing, just wondering how long is it gonna take for you to drop the nice girl act
- I actually like you, and everyone said that I was a fool, you don't treat me right, and it's true. I mean, all night you haven't wanted to dance or take photos or talk, but still stupid me just kept on defending you
- – Naomi to Liam
- Naomi – I was like, "Oh my God! He invited me to prom. Oh my God! He cleaned out the trash in his car. Oh my God! He bought me a black orchid corsage." I mean... (looks at the corsage) Why did you did you get me this corsage?
- Liam – You know I'm supposed to
- Naomi – But it's a black orchid
- Liam – It's what they had in the store
- Naomi – That's not true. You have to special order black orchids. I know because they're my favorite flower but the question is how did you know they're my favorite? Did you ask someone?
- Liam – No
- Naomi – You looked on my Facebook page, didn't you? You did! You wanted to learn about me so you looked on my Facebook page
- I'll tell you this has been a hard year for me. This made me question everything - who I am, what I like, what I'm all about. So thank you for reminding me. (touches crown) This is not me. I hate proms! I do. I'm sorry, but I really do. They're all about conformity and popularity and all these things I really detest
- – Silver's speech
- Silver – So maybe I am a freak, but that is better than being some weird zombie prom-loving loser. I don't know exactly who I am, but I do know who I'm not. I am no prom queen. (takes off crown)
- Naomi – Let me help with that (takes the crown)
- Silver – So thanks, but no thanks!
- "After the Fact" by The Breakups
- "Spoiled Peach" by Liz Phair
- "Poker Face" by Lady Gaga
- "Houses" by Great Northern
- "Untouched" by The Veronicas
- "Kristy, Are You Doing Okay?" by The Offspring
- "Take Me On The Floor" by Veronicas
- "Gold Gun Girls" by Metric
- "You Adult Fiction" by The Pains of Being Pure at Heart
- "Gimme Sympathy" by Metric
- "Choose You" by Karuna
- "Let The Love Back In" by The Orange Lights