This storyline, like Second Looks, interweaves several plot threads; however, this time the common theme is sex. The arc opens with a flashback to Karen's birthday party two months previously. Karen asks Marshall to make love to her, but he refuses, saying they're just "kids" and that it wouldn't be healthy. Undaunted, she "accidentally" spills something on him and leads him into a bedroom for "spare clothes." There, however, they find Stan going down on Brandi (the two of them having just met moments before), and they quickly duck out before they're noticed. This cools Karen's ardour for the time being. However, still haunted by the memory of her frumpy pre-makeover self, she continues, in the present, to worry that Marshall doesn't want her.
Following Michelle's come-on to Stan in Second Looks, Stan nervously seeks assurance from Rich that it's okay to sleep with his former girl. Rich explains that Michelle was "just another groupie flake" to him. Meanwhile, Michelle, a virgin, nervously seeks advice on the "mechanics" from Penny who, offended, tells her that she should speak to Brandi instead. Michelle had assumed that Penny, whom she knows had spent an evening alone with Rich in his room, had made love to him, but Penny says that nothing happened.
This segues into a flashback to that evening, four months previously. When Penny skins her knee during a rollerblading lesson from Rich, he takes her back home and up to his bedroom. From their internal monologues it's clear they both want to sleep together; however, both are so invested in being "in control" that neither wants to bring it up. Penny finally asks him to tell her how much he wants her, but when he responds by grabbing at her clothes instead of talking, she's turned off. When Rich subsequently falls asleep instead of trying again to seduce her verbally, Penny is furious and, the next day, thinks to herself that it's over. However, when he rides by her and apologizes, she "melts" and later tells her friends how romantic the evening had been.
Back in the present, the more sexually experienced Brandi assures Michelle that most guys are flattered to be a girl's "first," and that Stan loves to please, so she should tell him what she wants. However, Brandi cautions her against falling in love with him. Stan finally takes Michelle home, and after some brief small talk, in which Michelle (still acting like a seasoned seductress) reveals that her father's failed publishing venture is the reason she resents him, they get down to business. However, when Stan penetrates her and discovers from her reaction that she's a virgin, he expresses surprise, and she bursts into tears. Stan uses charm and humour to reassure her that he finds her hot, experienced or not, as would any guy, and they happily get back to the sex. As Michelle goes down on him, Stan is momentarily distracted by a fantasy about Rich, but dismisses it as insignificant (see page quote). Afterward, the two rest in each other's arms, and we see that Michelle, imagining herself marrying Stan, has forgotten Brandi's warning.
Nick, having dated Charisma for several months now, angsts over how to tell Aggie. When he finally does, she tells him, with reference to her newfound activism against what she and Lisa consider restrictive copyright laws, that "Mom and I shouldn't have a monopoly on your love." Encouraged, Nick phones Charisma to say that he's tired of sneaking around with her behind everyone's backs and would like for them to meet each other's kids in person. However, Charisma distracts him with dirty talk, unaware that Aggie's listening in. This leads Aggie, despite her earlier words, to once again feel grief over Melody's absence.
At her gym, Charisma asks Karen to help Marshall close up, adding with a sly grin that he's showering. Taking the hint, Karen enters the men's showers nude, intent on seducing him. Instead, he reacts angrily, refusing to let her touch him and saying she doesn't respect his wishes. Karen breaks down crying, terrified Marshall will leave her. Mollified, he promises he won't and takes her hand, saying it should be enough that he loves her. Karen isn't so sure, adding that she doesn't understand his previously-stated reasons for not wanting to make love. Wanting to at least touch "him," she reaches under his towel and, finding he is aroused after all, gives him a hand job. Although he doesn't resist, he feels uncomfortable afterward and takes off. Karen exults in the "power" she now feels she has over him. Returning home, Marshall brushes off a question from his mother—now revealed as Charisma—as to whether "anything interesting" happened, and asks her whether she ever worries about the long-term consequences of sex. "Not since I got my tubes tied," she says.
- Affair Hair / Covered in Kisses / Lipstick Mark: While deliberating how to tell Aggie about Charisma, Nick imagines himself coming home this way.Lipstick on...oh! Lipstick on my collar. Yes. Well. The good news is...it isn't my lipstick.
- Big Beautiful Woman: Subverted with Karen. Although she's been glamourous and outwardly confident since her makeover, her confidence is an act; she remembers her pre-makeover days and fears that Marshall, who's been reluctant to sleep with her, will "realize" she's ugly.
- The Bro Code: Discussed by Stan in conversation with Rich, who tells him it doesn't apply in Michelle's case.
- Celeb Crush: Samantha for rapper Fiddy, and Xena for L. Ron Hubbard.
- Church of Happyology: The Cloudcuckoolander Xena moans "Mr. Hubbard" in her sleep.
- Erotic Dream: Xena, apparently, regarding Hubbard, although we're not privy to its content.
- Ethical Slut: Brandi is up-front, unapologetic and mature for her age regarding her enjoyment of casual sex.
- Flashback: Two of them: Karen's birthday party two months prior to this arc, and an evening with Rich and Penny during their relationship, four months previously.
- Have I Mentioned I Am Heterosexual Today?: Stan, following an unexpected homoerotic fantasy about Rich during sex with Michelle, assures himself he's only into "chicks."
- Hotter and Sexier: This was the first arc T Campbell plotted after he and Gisèle Lagacé decided to abandon their efforts at newspaper syndication. The drop-down menu and Archives page assign this story a "PG-13" label as, although there's only some rear nudity and no sexual acts are explicitly depicted, they are unquestionably implied.
- I Miss Mom: Learning of Nick's relationship with Charisma rekindles Aggie's grief.
- Lets Wait Awhile: Marshall's attitude toward sex.
- Mommy Issues: It's hinted that this is the real reason for Marshall's insistence on waiting to have sex.
- Mood Whiplash: This strip shows female characters thinking about lust objects both serious (Meg's for Rich; Charlotte's for Marshall; Sara's for Lindsay Lohan) and comical (Samantha's for rapper Fiddy, when she's with her boyfriend Omar; Xena's for L. Ron Hubbard). It ends with Aggie not thinking of Marshall as expected, but crying for her mom.
- My Eyes Are Up Here: A male example with Marshall to Karen in the shower.
- Narcissist: When Brandi and Brock are in bed together, she thinks of his chest—and so does he.
- "Not If They Enjoyed It" Rationalization: Karen gives Marshall a hand job without asking, and takes his climaxing as justification: "Well, you liked that." However, he's clearly uncomfortable with what's just happened, and takes off.
- Please Don't Leave Me: Karen says this to Marshall after he reacts angrily to her seduction attempt in the shower.
- Sexiled: Both averted and discussed when Karen and Marshall walk in on Stan giving Brandi oral sex, because they didn't hang something on the doorknob. (Fortunately for all involved, neither Stan nor Brandi notice.)
- Sex Montage: Here.
- Shout-Out: This strip is a subtle one to Sinfest, which often uses that "several characters saying the same sentence independently of each other" format.
- Simultaneous Arcs
- Slapstick: Michelle's primping in the mirror goes somewhat awry.
- Splash of Color: Used in this strip for Michelle's blushing and Penny's icy dialogue.
- Subordinate Excuse: Stan's barely-repressed crush on Rich.
- Transparent Closet: The evidence is piling up, Sara.
- Wild Teen Party: At Karen's birthday party, Jack becomes drunk and belligerent; Stan and Brandi meet and have their first sexual encounter.
- Wrong Name Outburst: Samantha, making out with Omar, moans the name "Fiddy."