This episode opens with a dowdily dressed girl, Jane, doing her homework while, clearly visible through her large windows, a Wild Teen Party is raging at the house across the street. Jane soon throws down her pen, stares mournfully out of the window, and sings a lament about the woes of unpopularity.
As she finishes, a sinister whisper promises her everything she's dreamed of, in return for one little favour. Jane accepts, and a lipstick appears on top of her homework. Jane picks it up, shouts "Popularity Power!", and her clothes vanish in a swirl of pink glitter. In a quick montage, we see her hair become silky, and a foot longer, her much nibbled fingernails become perfectly manicured, and her eyes change from a dull brown to a vibrant green. Transformation Sequence over, the camera pans round the room to show it too has changed. All the books have gone, pictures of teen heartthrobs cover the walls, and the homework desk has been replaced with a well-equipped vanity table.
The camera focuses back on Jane, now dressed in a skimpy cheerleader costume. She admires herself in her new mirror, then smiles sinisterly. Cue title sequence.
The vampbenders land in a school corridor, festooned with festive corridors, and begin singing - "Oh, brave new world, how I wonder what dangers await. Ninjas, pirates, vampires, robots; which will it be" - which is set to the theme tune. Each of the vampbender's get one solo verse. As they finish, the principal wanders past, and mistakes them for transfer students. Initially Avatar objects, but then Sue silently points at a nearby poster, advertising a fund-raising event for an orphanage, which was signed by E. R. Udite. They have their mission.
The principal pulls three boys out of the nearest classroom, and tells them to give the vampbenders a tour. The boys - one blond, one redhead, one dark-haired - introduce themselves as Jack, John, and Jim, then show the vampbenders through a maze of identical corridors, pointing out increasingly peculiar classes - Albanian cooking, temporal mechanics, eldritch lacemaking . Somehow, they manage to go up thirteen flights of stairs in the process, yet end up where they started. Finally, a bell rings, and the corridor fills with students.
To dramatic chords, three cheerleaders appear at the far end of the corridor; one blonde; one redhead, one brunette. The boys quickly whisper that these are the three J's - Jean, Joan, and Jane, who a helpful flashback confirms is the girl we saw transform two minutes ago. All the students scurry to get out of their way as they sing about the pleasures of being on top.
When the cheerleaders saunter off, the vampbenders notice the boys staring miserably after them. Sue and Cleo tell them gently that the girls aren't worth it, but the boys launch into a song about how things used to be. The girls used to be sweet and kind, each of them loved by one of the boys, too shy to say how they felt, but then, as the chorus repeatedly says "Everything changed in a single night."
When Nerdly asks for more details, the boys explain that it happened the night of the Prom, six months earlier. The girls change back to the way they used to look when they're asleep, and they've been trying to close down a local orphanage, spreading malicious rumours about its staff during the day, vandalising it at night. The boys have been raising money to get Christmas presents for the orphans.
The vampbenders decide that Avatar, Solo, and Sue will protect the orphanage, Nerdly will research the backstory, and Cleo will try and befriend the cheerleaders. Fluffy slinks off.
Cut to Nerdly, all alone in the local library at night, who looks up through a skylight at the moon and does his big solo number, an expansion of his verse in the vampbender's first song. He saying effectively his life is dangerous, but he wouldn't have it any other way. He just wishes he had someone who understood him.
At the orphanage, Avatar is busy making a stun gun from five paper clips and three ballpoint pens when Sue notices that Solo has passed out, even though he's only drinking wine. The bottle must have been spiked. Then the cheerleaders arrive, and snarl "The Dread Queen told us about you. Die!"
Avatar fires his stun gun, while Sue lashes out with her dumbbell but the cheerleaders dodge with inhuman speed, then throw their pom-poms, which transform mid-air. The red-head's turn into fireballs, the brunette's into spiky boulders, and the blonde's into mini tornadoes. One action sequence later, Avatar and Sue are left tied to a tree while the cheerleaders systematically break all the orphanage windows.
Once the cheerleaders have gone, Nerdly runs up. While untying his friends, he explains that there is a magic lamp buried in the orphanage foundations. The only way to get at it is by demolishing the building. Avatar whips up a gadget to test Solo's wine and finds it has been spiked with with enough drugs to knock out a elephant for three days. Solo promptly wakes up, and asks what happened.
Next, we see Cleo trying to ingratiate herself with the cheerleaders. A montage shows them sending her on dozens of humiliating errands, most of which end up leaving her dishevelled. During this she sings her big solo number, an expansion of her verse from the vampbenders' first song. Afterwards, she rejoins her friends, telling them that the cheerleaders are minions of Dread Queen Dierdre, and that their next target is the Christmas masked ball, the orphanage's big yearly fundraiser.
Avatar designs dozens of fancy traps for the ballroom, which the vampbenders install in another montage. At the ball, after some Ship Tease dancing, the cheerleaders attack. Avatar sets off his traps, but when the smoke clears it's the vampbenders who've been caught. The cheerleaders steal all the money raised at the ball, and all the guest's jewellery, then explain that they knew how to defeat the traps because Fluffy had told them everything. She has immense potential, but every time he uses his powers it leaves his mind wide open to psychic attack. The dark council used this to make him one of them. Laughing sinisterly, the cheerleaders depart.
Jack, John, and Jim now announce that, since the ball was a fiasco, the orphanage will have to close on Christmas Day. Everything will be sold off to meet the bills, right down to the nails in the walls, and the orphans will be tossed out into the snow. After a few glum moments, Avatar announces his new plan. They can't save the orphanage, but they can give the poor children a Christmas to remember, then fight an apocalyptic battle when the cheerleaders come to claim their prize.
In yet another montage, Jack, John, and Jim sell off everything in their copious bedrooms, including their entire wardrobe, while singing an inspirational song. Finally they sell the clothes off their back, before heading to the mall with a briefcase full of dollars. Much to the delight of female fans, the three boys spend all the remaining scenes wearing only a tight pair of shorts each.
At the mall, the vampbenders are talked into visiting Santa Claus. We see each of them in turn sitting on his knee, where he gives them hackneyed good advice and a plastic toy. Avatar gets a screwdriver, Solo a bottle, Sue a hammer, Nerdly a book, and Cleo a mirror. While they are standing around, looking embarrassed, Santa taps his nose and vanishes in a swirl of snow to the sound of sleighbells. As the vampbenders look around in wild surmise, the gifts shimmer, soaking into their owner's skin.
On Christmas Eve, the orphans line up for their presents in the orphanage ballroom, all dressed in picturesque rags, their good clothes having been sold to meet the bills. Avatar and the other vampbenders, dressed as Santa and his elves, have just begun handing out the gifts when the cheerleaders burst in, cackling insanely. Jane is stroking Fluffy, whose eyes are glowing blood red.
Avatar looks at them and asks, 'Have you forgotten the meaning of Christmas?' Cue song. The orphans do a big dance number, while the vampbenders sing about bringing joy to the world, presents under the tree, mincepies and mistletoe, with a chorus condemning anyone who would spoil Christmas. The cheerleaders start a reprise of their Villain Song in justification, but Jack, John, and Jim counter with their first song, saying how they preferred the girls before they changed.
After several verses of this, the cheerleaders succumb to the sugar and snap their lipsticks, returning to normal, though it's noticeable that they're all better dressed, and more attractively made-up, than Jane was in the opening scene. Jean, Joan, and Jane pair up with Jack, John, and Jim, singing the next verse in six-part harmony. After a couple more verses, during which the girls hand over the stolen money, the glow fades from Fluffy's eyes, and she strolls over to the vampbenders, looking as apologetic as a cat can.
During the final rousing verse, the three boys twirl the three girls round the dance floor, before closing in for a romantic kiss. All the guest stars are paired up, and the orphanage saved. Happy endings all round.
This episode was produced after the unexpected success of the first season, to reward the fans for their loyalty. It was not done because of a promise one executive made to his granddaughter, despite the rumours to the contrary.
While the episode was advertised as double length, most of the extra running time is taken up by songs a brave decision considering the limited abilities of the cast. The three J's were portrayed by the Sugar Girls, and the boys by Boys Three, both popular bands in their day, but of the six, only two can sing and not one can act. Among the vampbenders, only Nerdly and Cleo were competent singers.
Fluffy's short lived FaceHeel Turn turn was largely considered a cheat, except by his fans, but their was much speculation about the nature of his powers. The other principle topic of speculation was Santa Claus. It is generally agreed that he was the real thing, but there is no agreement on what his presents really were.