Principal Wright castigates Amelia for being bad, as shown by the previous day's spectacle of Amelia and Rhonda being chased up a tree by classmates. In a flashback, Amelia recalls that she and Rhonda wore space suits as part of a class project, following which Britney began tormenting Rhonda. Incensed that nobody comes to Rhonda's aid, and disgusted with Britney's assertion that she's only speaking the truth, Amelia loudly proclaimed unpleasant truths about her classmates. After the session in the principal's office she consults Kyle and an imaginary panel of monsters as to what is bad.; The girls try out for cheerleading and Amelia makes the squad, but Rhonda is named alternate. Knowing that Rhonda wants this desperately, Amelia asks the coach to switch their names before the list is made public. Once it is, Rhonda becomes ecstatic.; For each member of the gang, Rhonda buys a copy of The Tweenage Guide to Not Being Unpopular. The author of this book insists that there is no way for average people to stand out, and no way for them to become popular, and instead teaches them simply to aim for being tolerated. This begins with makeovers for the girls, which leads to Amelia being grounded for a week.; Angry classmates chase Amelia and Rhonda... both wearing space suits... up a tree. There they ruminate on their lack of popularity.; Discovering a letter in which Amelia writes of her rage at her classmates, Tanner relates the tale of how she at age 15 was cruelly humiliated at a party, an experience which she forged into a song and her first successful public performance.; As the G.A.S.P. gang enjoys a brawl with the Ninjas, Amelia encounters Jenny Gray, a classmate whose social faux pas (mismatched socks on picture day) has made her outcast, ignored, despondent, and socially isolated. Jenny is thrilled to learn that Tanner is Amelia's aunt, because Tanner's songs have helped Jenny to cling tenuously to hope. But when Rhonda appears to start an argument with Amelia, both girls storm off leaving Jenny once again forgotten.; Rhonda as a cheerleader becomes more popular, but her old friends are still her main friends. Reggie continues to spread chaos, and Turnip Brain continues exploring quantum physics. Jenny continues as a phantom, until Amelia brings Tanner to meet her.