his friends what's wrong with Dylan. Upon hearing that Asher just broke up with her, Josh feels guilty. He also gets the news that he has been replaced by Caitlin as the film club president. To make matters worse for Dylan, Hannah and Lola, her entourage, also bail on her because they both have dates to the formal and Dylan doesn't, as Asher broke up with her for Nicole. Josh finishes his movie, after much delay, and shows it to the public. Dylan walks into the premiere and sits down. She expects the movie to help her win Blossom Queen, but she is totally disgusted with the movie after only seeing a bit of it. When the audience laughs at Dylan's shallow behavior towards the beginning of Josh's film, dubbed "The Popularity Project", Dylan runs out of the theater crying as Josh runs after her. Dylan accuses Josh of publicly humiliating her and undoing all her efforts to be rid of her old self and walks off after telling him to leave her alone. It is revealed that the movie actually contains a compliment to Dylan at the end that Dylan didn't see. The next morning, Amy shows up at Dylan's house. She states that just because Dylan stopped being friends with her in sixth grade, Amy never stopped being her friend. She figured Dylan's decisions were affected by the death of her mother. She then tells her that Josh is worried about her, that the film won the film festival, and that she is more popular than ever. She gives Dylan a DVD of Josh's "terrible" film and tells her to watch all of it before she decides that her social life is ruined. Later at the Spring Formal, Dylan shows up wearing her mother's dress, where Lola and Hannah ambush her, pulling her from Amy. Dylan wins the title of Blossom Queen like her mother did, much to Dylan's amazement and Nicole's horror and anger, as she storms off of the stage. Dylan then proceeds with a tearful impromptu apology for much of what she said in the film, and declares her feelings for Josh. She mentions her appreciation towards Amy for being her friend and thanks Josh. They share a kiss and begin to dance; Josh and Dylan are finally together. In the end, Dylan and Josh are shown facing the camera and apologizing for the names