'''Airdate:''' June 5, 2005

After Meg is turned down by a popular boy named Craig Hoffman for a date, she begins to feel sensitive about her appearance, so she looks to her family for support. In an effort to cheer her up, Lois takes Meg to the mall to go clothes-shopping, though that has very little effect. Discovering that Channel 5 reporter Tricia Takanawa is giving away free makeovers, Lois tells Meg that a makeover would boost her confidence. After the makeover, Meg becomes extremely attractive and her popularity surges, but she soon starts acting like a snob.

Meanwhile, The Drunken Clam is suffering due to the aforementioned mall having been built right across the street, so Peter and friends try to fix up the bar (as a parody of Revenge of the Nerds) but only made it worse in the process and also try a Coyote Ugly theme for the bar which proved ineffective. Then, Peter and friends drag out a karaoke machine that Horace had kept in a storage room. When Peter, Cleveland, Quagmire, and Joe team up to sing Journey's song "Don't Stop Believin'", people swarm to the bar. Thrilled with their success, the group starts a band and travel to their first gig at a prison. The band, named "Fat, Horny, Black, and Joe", is about to launch into their opening number when they realize at the very last minute that they do not know any songs, and the prisoners riot as a result. Peter's family, who are attending to support him, hastily take the stage and sing "Buy Me a Rainbow," a schmaltzy 70's-style variety-show number (reminiscent of the musical performances of The Brady Bunch), with Meg (now attractive) as lead singer. They are an enormous hit, and they sign a contract with a record executive, Jimmy Iovine (appears as himself; and was in prison for killing a cat).

Their producer Dr. Diddy states that exploiting Meg's new look to make her a teen sex symbol will make them rich and Peter completely agrees stating "That's the smartest thing I've ever heard anyone say about anything". The rest of the family is subsequently ignored, especially Brian, who keeps barking at the producer, who is African-American. Meg's newfound stardom goes to her head, causing resentment among the other family members; nevertheless, they travel to New York to perform on ''SaturdayNightLive''. Meg is immediately seduced by JimmyFallon (who is hosting, a [[HilariousInHindsight a fact that wouldn't come true until six years later]]) and loses her virginity to him. She fails to realize that the entire encounter is being aired on live television as part of the "Live from New York, it's Saturday Night!" portion of the show (even as Fallon keeps glancing at the camera and chuckling) until it is too late. During the monologue, Peter attacks and beats up Jimmy Fallon (not so much because he stole Meg's virginity on live television, but to get revenge on Fallon for his shameless mugging and cracking up in every ''SNL'' sketch he has been in when he was a cast member, adding that, unlike Carol Burnett, Fallon has not earned the right to get away with that), before saying "Now where's the guy who had sex with my daughter?", while Fallon crawls away behind him.

The Griffins return home, where Meg reverts to her old look and things are back to normal. It is then revealed that the last scene is the final sketch of the ''SNL'' episode and Peter thanks the audience for watching. When ''Showtime at the Apollo'' starts, the TV screen goes blank. Brian turns to the audience and claims that he only turned off the show because he always goes to sleep at 1:00 am and doesn't like to keep the TV on, not because the show has black people on it. Brian then angrily barks at the audience.

!!"Don't Make Me Over" contains examples of ([[YMMV/FamilyGuyS4E4DontMakeMeOver YMMV goes here]]):
* AcquiredSituationalNarcissism: Meg after getting her makeover.
* BeautifulAllAlong: Meg. Future episodes won't be so kind to her appearance.
* EveryoneLovesBlondes: As a part of her makeover, Meg gets her hair dyed blonde.
* FauxHorrific: The mere sight of Meg can cause one to douse themselves in gasoline, light themselves on fire and jump out a window.
* HeyYou: Meg starts calling her mother "Lois" as a sign of her AcquiredSituationalNarcissism.
* NoodleIncident: When Peter sees the new Meg for the first time.
-->'''Peter:''' Oh my God! Lois, it was twenty years ago! I never even heard the word rubber!
* PapaWolf: Subverted and played straight. Peter beats up Jimmy Fallon, not because he had sex with her on live TV, but to get revenge on his horrible acting and constant cracking up when he was a cast member on ''SNL''. Peter then goes looking for the guy who slept with his daughter.
* StatusQuoIsGod: Meg reverts back to her old self because she felt it was too hard being beautiful.
* TakeThat: Against JimmyFallon and his {{Corpsing}} on ''SaturdayNightLive'' (which ''was'' a big deal back when Fallon was on ''SNL'', but doesn't really hold water, since Fallon hasn't been on the show since the end of the 2003-2004 season, and this episode aired in 2005).
* TookALevelInJerkass: Meg.
* TheUglyGuysHotDaughter: Meg becomes this after she gets a makeover. Too bad it's only temporarily.