Enrolled at the newly coed Bel-Air Prep, Ashley begins dressing to entice guys, using Will's preferences in women as her examples.
Bel-Air Prep becomes co-ed and Ashley takes notice of how the guys are all going crazy over how attractive the women are. To entice guys and become popular, she dresses more provocative the next day and attracts a classmate of Will's named Kenny, who gives her attention until he chases after another girl he finds sexier. Will convinces Ashley to just be herself and the right guy will come along who wants her for quality and not for sexual attraction. Ashley is cheered up and thanks Will for being her cousin. Will in turn, accepts her gratitude and tells her that she has him no matter what. Meanwhile, Hilary is forced by Phillip and Vivian to move out of the house and get a job as they need the extra space for the baby. Hilary ends up with the pool house much to the chagrin of Phillip.
- The song that Uncle Phil and Aunt Vivian sing when Will mentions the types of girls he saw at Bel-Air Academy is "Spill the Wine" by Eric Burdon & War.
- In this episode, it shows that Bel Air Academy is going coed, but in the second season, it shows that there are already girls attending Bel Air Academy, so the writers must have made a mistake.
- Ashley (about her first day at a new school): What if no one likes me?
- Will: Just do what Carlton does: give them money.]
Carlton (sees a girl): And let's hear it for the East German team. [girl pushes Carlton into the wall]
- Carlton (about a girl he sees): Wow! She's cool, she's hot, she's...
- Will: Your baby sister, man!
- Carlton: (screams)
- Will (to Ashley): What did you have for breakfast, hormones?
- [When Phillip talks to Will and Carlton about his freshman year at Princeton]
- Philip: For extra money, I had to work for the Princeton Daily. My first assignment was to interview the town's most famous stripper: Boom-Boom Lasalle.
- [They start laughing]
- Will: I wonder why they called her that.
- Philip: For some reason, she took a liking to me, so she invited me to come with her and her sister to her dressing room for drinks.
- Will: You the man, Uncle Phil!
- Philip: Anyway, one thing led to another and before you know it, this old country boy.. (Vivian slams a plate of food on the table in front of him) finished his Yoo Hoo and went right home.
- Kenny (to Ashley): Baby, I'm telling you. You got more moves than a bowl of jello and there's always room for jello.
- Ashley: Wow!
- Will: Dude sounds like a jackass.
- Carlton: Actually Will, he sounds like you.
- Ashley: So when are we going out?
- Kenny: Oh, I don't know, baby. You have to let me check my book and I'll get back to you. You see, I wanna make sure I can give you my undivided attention.
- Carlton: Actually, Will, he's better than you.
- Kenny: I mean look at you. You got it going on. You got sweet hips, lips and fingertips... (a beautiful girl walks by) But baby got back! (to Ashley) Bye baby. (while running to the other girl) Whoa! Whoa! Wait a minute!
- Carlton: Look, I know my sister needs me, but that girl is babe-a-licious!
- Will: Carlton, I think you know what you have to do.
- Carlton: I know, but still, I would have like to have been there for Ashley. (runs after the beautiful girl as well)
- Ashley: Kenny wanted the girl with back.
- Will: Well, you see Kenny's a special case.
- Ashley: Carlton went after the same girl.
- Will: Carlton's a basket case.