- "Pretty people get to do what they want!"
Penny, still working for the summer at a clothing store, has a challenging customer in Karen Duvall, an overweight, sloppily-dressed teenager. When Karen inadvertently insults her by asking if she too used to be a "big girl," Penny tells her off. Aggie overhears her tirade and threatens to get her fired for being "shapist." Resisting once more the urge to get revenge on Aggie, Penny instead sets out to prove her wrong by apologizing to Karen, who says resignedly that there's nothing to be sorry for, because "Pretty people get to say what they want."
Now feeling genuinely ashamed, Penny offers to give Karen a no-strings-attached makeover and spends weeks helping her lose weight, teaching her beauty and grooming tips, and having her replace her thick glasses with laser eye surgery. Karen has transformed into a beauty, but is still lacking in confidence. Impressed with Aggie's ability to stand up to Penny while shrugging off her insults, Karen secretly approaches her for an attitude makeover. In the end, the rival "consultants" succeed rather too well: the now-popular Karen ditches both of them, saying she's not inviting people who knew the "old" her to her party. Unsurprisingly, Penny and Aggie blame each other for what Karen has become.
- Arbitrarily Large Bank Account: Karen charges expensive laser eye surgery to her credit card, apparently with no objection from her parents.
- Arc Words: "Pretty people get to say what they want," at arc's beginning, before Karen's makeover; "Pretty people get to do what they want!" at arc's end, post-makeover. The latter sentence recurs once more toward the end of "The Popsicle War," upon Karen's social downfall.
- Beautiful All Along: Subverted. The makeover reveals Karen's outer beauty...and inner ugliness.
- The Glasses Gotta GoPenny: Boys don't cut classes for girls who wear glasses. But boys find it way sick when those girls get LASIK.
- Granola Girl / Soapbox Sadie: Aggie.Nothing is uglier than dead animals. Leather, for example, is hideous. But pleather, you know? That synthetic material that looks and feels exactly like leather? That looks niiice.
- I Am Big Boned: Penny invokes this ironically and at length in her tirade against Karen for asking if she used to be a "big" girl like her.
- Makeover Montage: Played with. One strip shows Penny styling Karen's hair, doing her nails, and applying makeup. In the final panel, the exhausted Penny now looks worse than Karen.
- Nerd Glasses: Karen wears these before getting laser eye surgery.
- Passive-Aggressive Kombat: Seen here in its purest form, between the two leads, the first time Aggie encounters Penny and Karen hanging out in the mall. Both Penny and Aggie exchange insults, but with a smile, and neither manages to get under the other's skin. This is however the last time this will happen while they are still enemies.
- Screw the Rules, I'm Beautiful!: Karen's rationale for deserting Penny and Aggie.