Carli organises a charity fashion show, despite Will disagreeing with "vain" fashion shows, as just a popularity contest, but changes his mind when Charlotte Hinchcliffe arrives to model; requesting him to model with her. He competes with the irritating wheelchair-user Alistair (who had been absent from school the previous year due to kidney failure) for Charlotte's attention and manages to model quite successfully, but is downhearted when Charlotte says she would never go out with him again. Jay's pierced ears become infected and he has to leave the fashion show to go to A&E. Carli, impressed by Simon's modelling, asks him to replace her modelling partner Chris Yates who was revealed to have a "disgustingly" hairy back, wearing just Speedos. Simon, despite being worried that he will get an erection over Carli in the revealing Speedos, agrees when he sees Carli in her revealing outfit. He concentrates hard on not getting an erection, but because of this, he fails to notice his testicle hanging out of the side of his Speedos, and reveals it to the whole school. Will and Alistair briefly stop arguing to inform Simon of this, and Carli thinks Simon did it on purpose to make fun of her and storms off. Meanwhile, Mr. Kennedy attempts to get Neil to undress but is dragged off by Mr. Gilbert. At the end of the episode, Simon and Will discuss the Speedo incident. Neil and Jay join them and Jay claims that he had sex with the nurse at the hospital, even though Simon says she is another student's nan. Neil reveals that he snogged Charlotte to a surprised and heartbroken Will, although mimes what he really did with her to Jay and Simon behind Will's back, and the gang head home instead of going to Mark Donovan's party.