Dr. Larabee encourages Akeelah to think of what she wants for herself out of life then directs her to a quote from Marianne Williamson. Akeelah realizes that she is not suppose to be afraid of herself.

Mr. Simonet gives his students a year-long assignment: "Think of an idea to change our world - and put it into ACTION!" He creates this assignment to prove to his students that, despite their age and current situation, they can indeed change the world. Mr. Simonet inspires his students by suggesting that anything is possible if you put your mind to it.

North Shore High School competes with Marymount Prep in the Mathletes State Championship. During the sudden death round, Cady is put up against Miss Caroline Krafft, who does not have a good sense of fashion. Cady realizes that making fun of Miss Krafft will not give her a better chance at winning or make her a better person; rather, she should focus on herself and rely on her own skills to win.

After a minor setback, Poppy sings about the importance of trying again and having a positive outlook.

Coach Gaines visits Mike's house to discuss the season and his future. Mike wants to play college football, but feels held back by his mother.