Vlalarie sits alone at a table in the cafeteria. She scoops up a single pea with her spoon from her tray and sniffs. She gasps and holds the pea as far away from herself as her arms will allow, then dumps it back with the rest of the peas. Big Moose Kid walks by Vlalarie's table and slips on some mashed potatoes lying on the ground. To regain balance, Big Moose Kid puts his hand on the back of  Vlalaries head, pushing Vlalarie into her food tray. Big Moose Kid walks on. Vlalarie lifts her head up, her mouth stuffed with peas. she screams and spits, and then starts spasming on the table. Students look at her, then walk on.

Jessica: That new kid's a freak. I think her name is valarie or something.

Vlalarie lifts her head up and grunts, then begins listening in.

Jessica: she's been here long enough to at least make some loser friends, like the creepy kid, Dib...

Diona raises an eyebrow.

Jessica: ...or those rejects in the corner.

Gretchen, Keef, Melvin, Dirge, and Matthew P. Mathers III are gathered around a table in the corner. The sound of a fly buzzing is heard.

Jessica: But look at him, all by herself! I mean, what kind of kid doesn't have any friends? It's so... inhuman.

"Inhuman" is echoed several times, as Vlalarie gets a worried look on her face. She imagines herself in a cylindrical tank, out of her disguise, while three scientists stand in front of it. The press is gathered around the scientists.

Reporter: Congratulations on discovering the grotesque space monster! Tell us, how did you know she was an alien?

Scientist: Well, we noticed she had no friends.

Cameras and microphones close in on the scientists. The word 'friends' is repeated in Vlalarie head. The dream sequence ends. Vlalarie gasps.

she looks to a table and sees Lizard Boy give two other kids a cupcake and they accept him as their friend. He sees Zooglodon and Rob lick the same lollipop. Zim grunts and looks to another table where Mary and another student pass a ball over the table, back and forth. Zim sees Penny and Olivia spell out the word 'friends' in string. Vlalarie looks to the table where Diona and Gaz are sitting. Diona squints her eyes menacingly. Vlalarie's eyes go wide with a pop as she looks back at the corner where the rejected students are. Vlalarie approaches Dirge.

Vlalarie: I'm looking for a friend. Would you be—

Dirge: I was born with webbed fish toes... like some kind of horrible fish boy. Wanna see?

One of Dirge's eyes widens. vlalarie backs away slowly in fear. vlalarie approaches Matthew P. Mathers III, pointing.

Vlalarie: Would you—

Matthew P. Mathers III screams and runs away.

Vlalarie: Squeally fools! These human filthies should be honored to even be considered as possible friends of Zim!

Vlalarie looks to where Gretchen, Melvin, and Keef stand.

Vlalarie: Who among you feels they are worthy enough to be my best friend?

The three of them smile.

Vlalarie: Good. I have devised some simple tests to determine who is the worthiest.

Zim grabs a carton of milk laying on the table. Zim pours the milk so that a puddle of it is on the table.

Vlalarie: We begin by testing your absorbency.

Zim rubs Gretchen's head against the puddle, she grunts.

Gretchen: Hey!

Gretchen grunts again. Zim lets her get up and milk drips off her face. Zim grabs Melvin by the collar and then shoves his head into the puddle. Zim then grabs Keef by the collar and shoves his head into the puddle. The milk is absorbed into Keef's head.

Vlalarie: Next, I test your electrical conductivity.

Vlalarie pulls out two extending conductive rods which create a line of electricity in between them. Vlalarie holds them above the heads of the three students. Light flashes through the cafeteria as the screams of the kids are heard. Melvin and Gretchen are burned to a crisp, but Keef was unaffected.

Vlalarie: And now, the final test.

Zim pulls out a beaver and a toy taxi from behind his back. Soon, he slowly approaches the students. Horrible noises and screams are heard and much time passes as indicated by a clock. Melvin and Gretchen sit at the table in pain, still looking burned, while Keef stands at Zim's side with only a few specks of dirt.

Vlalarie: We have a winner! What is your name, friend?

Keef: My name's Keef! Wow, I've never won anything before! I promise I'll be the best, most loyal friend ever!

Keef hugs Vlalarie. Keef's eyes water.

Keef: I'm so happy.

Vlalarieuses her finger to push Keef away.

Vlalarie: Don't touch me.

Vlalarie drags Keef over to the table where Jessica sits.

Vlalarie: I'd like you all to meet Keef.

Vlalarie lifts Keef up by the back of his collar. Keef waves.

Vlalarie: He's my best friend.

Vlalarie sets Keef back down.

Vlalarie: Not yours! Mine!

Jessica: Get lost, you losers!

Vlalarie: Very well. I am going to get lost. But notice I am getting lost with my best friend.

Vlalarie drags Keef away. Later, in the playground, Vlalarie and Keef play tetherball against Zooglodon. Zooglodon serves the ball and  Vlalarie uses Keef as a bat to hit it. The ball knocks Zooglodon down and ties around the pole. They do a bizarre victory dance that involves hopping around each other. Students at the jungle gym stare in bewilderment.

In art class, vlalarie walks over to a table where some students are painting, sculpting, and making things. she shows off a drawing of Keef and herself that looks like a third grader drew it. Keef and vlalarie are labeled on the picture and the word 'friends!' is written underneath. Keef pops out from behind Vlalarie and shows off a painting with Keef and  Vlalarie's heads, instead of the heads of the usual mother and baby. The students at the table just stare. vlalarie looks annoyed.

Later, they walk together down a hallway, smiling, waving, and giving thumbs ups to the students as they pass by. Keef accidentally bumps vlalarie, so she shoves Keef. Later, they are seen outside of vlalarie's house.

Keef: And then tomorrow there's the circus! We can go to the circus, I love the circus! You wanna go to the circus, Vlalarie?

Vlalarie: I want to congratulate you, Keef, on a job well done. You have been a most convincing friend, but now that the world seems satisfied with my knack for companionship, I don't think I'll be requiring your services any longer. Our mission together is done. Good job, solider! (Zim salutes Keef) Be gone with you.

Zim goes inside and almost closes the door when Keef speaks.

Keef: Hey, you got any video games?

Vlalarie: Yes.

Keef stands there. The sound of a car passing by is heard. vlalarie shuts the door. vlalarie relaxes and sighs. vlalarie looks at the couch and sees that SIMI, who is out of disguise, is sitting there, watching the Scary Monkey Show. The scary monkey growls.

Vlalarie: A job well done.

A drawing of Keef and Zim is slid under the door with the words "bestest friends" written on it. "S" is written backwards on it. The phone rings. Zim picks up the phone.

Vlalarie: Hello?

Keef: Heya buddy, how ya doing?

Vlalarie: Keef? I told you I do not require your—

Keef: I understand, Zim. I was thinking maybe you'd want to—

The phone beeps.

Vlalarie: Hold on, I've got another call.

Zim presses a button on the phone and switches lines.

Zim: Hello?

Keef: Heya buddy! You're gonna love the circus!

vlalarie lifts the phone away from her head fearfully. she yanks on the phone, pulling it from out of the wall. vlalarie looks out the window and sees Keef riding a bike slowly past vlalarie's house. vlalarie stares slack jawed. As soon as Keef passes by, he suddenly passes again from the same direction. vlalarie rolls down the blinds.

Vlalarie:SIMI!

SIMI drops from the ceiling and lies on the floor. Her eyes turn red and he salutes.

SIMI: Yes, my master.

Zim: SIMI, I'm going down to the lab, do not let anyone into the house!

SIMI stands up and salutes.

SIMI: Yes sir!

vlalarie on a cord and light pours down from the ceiling as she is flushed down into the lab. The doorbell rings. SIMI's eyes go back to their normal color.

SIMI:Leprechauns!

SIMI leaps into the air. All of the blue on her turns to red as he soars in a fighting stance. she kicks, spins, and does other fighting stances as the background changes to a red color with bones lining it. The background returns to normal and the red changes back to its normal color. SIMI puts her cat suit on and puts a paw to the doorknob. Deep within the lab, Vlalarie relaxes on hercurved chair out of her disguise. He yawns and kicks back. The next morning, Zim rises from the toilet in disguise. He is shocked to find Keef at the stove cooking bacon as GIR sits at the table in his dog suit next to a plate of stacked waffles.

Keef: Hey Vlalarie! You showed up just in time for the waffles!

SIMI pounds her silverware against the table. vlalarie growls.

vlalarie: Get out of my house! I told you you're fired!

Keef: You don't like waffles?

Vlalarie pushes Keef towards the door. Keef still holds the skillet full of bacon.

Vlalarie: Out, out, out, out!

The door opens and  Vlalarie holds Keef in the air, ready to toss him.

Keef: Oh, we can walk to skool together!

Vlalarie: I'm sick. I'm not going to skool today.

Vlalarie tosses out Keef and the bacon on the skillet jiggles, as he flies through the air. Keef tumbles along the ground. GIR walks out and eats a piece of bacon.

Keef: Poor sick Vlalarie, no wonder she's so sad! I have a great idea, SIMI! I think we should throw our vlalarie a surprise party! It'll cheer him up!

SIMI waves her "paws" in the air and squeals with joy.

Keef: I'll get a bunch of kids and bring them over after skool. Now this is supposed to be a surprise, do you understand, GIR? A surprise! Zim can't find out!

SIMI: Meow!

Zim sits on the couch as SIMI enters with a bag of party stuff. Zim eyes SIMI as she walks across the room trying to hide the bag behind him. In the kitchen, SIMI tries setting the bag on the table, but it tips over and the contents spill all over the place. SIMI looks sad. Vlalarie enters behind him.

Vlalarie: What are you doing, SIMI?

SIMI: Nothing.

Vlalarie: Nothing... or something?

GIR: Oh, I can't take it, you're too smart for me. (SIMI removes the dog head part of his costume and lets it hang behind him like a hood.) Keef is planning a surprise party for after skool. He gonna bring all the kids because he loves you!

SIMI pounds the floor.

SIMI: That boy loves you so much! (SIMI stops pounding the floor) I'm makin' the cake!

SIMI skips off happily.

Vlalarie: He's bringing all the children to our secret lair!?! Do you realize what this means?

SIMI stirs a bowl of cake batter.

SIMI: Yes. Wait a minute... no.

Vlalarie: It means our mission is in jeopardy!

SIMI: Aw, man!

SIMI starts humming as he stirs the batter.

Zim: Something must be done about this Keef! If he succeeds, the whole population of Earth will show up on our doorstep!

A bell rings in the skool. Keef walks by the tables in the cafeteria passing out party invitations to the students. He holds an invitation out to Jessica.

Keef: Party after skool at Zim's house! Everybody's invited!

Jessica: Who's Zim?

Keef: He's the green kid. You know him.

Jessica: Oh, you mean the freak? With that one friend that makes him even freakier?

The students who got an invitation look towards Keef. Jessica laughs.

Jessica: I don't think so.

Keef sadly lowers the invitation. Everyone else crumples their invitations and throws them at Keef. Keef looks to the corner where the rejected students sit and smiles. Deep in Zim's lab, Zim is suspended in the air by two straps. He holds some kind of welding tool which he uses on an unseen object.

Vlalarie: Humans and their filthy friendship! It brings nothing but trouble! I can see them now.

Vlalarie has a dream sequence. Keef steps in a puddle holding a torch and walking towards Vlalarie's house. Other students and people follow behind, most of them holding torches. The reflections of smiling students are seen holding hands around the tube where Vlalarie floats, who is out of disguise. Her entire house appears surreal and everything looks different. Melvin and another student hop on the couch, while adults and scientists dance. Zootch stands under a newly-installed roller coaster. The roller coaster loops around vlalarie's house. Students and adults hold hands in a circle around the tube where Vlalarie is being held. The dream sequence ends. Vlalarie shudders and continues working. At skool, the bell rings. The door opens up and Keef runs out, followed by Melvin, Gretchen, Dirge, and Matthew P. Mathers III and then Zita and Smeedge.

Keef: Party!

Vlalarie looks at a clock next to him which says 3:02. Vlalarie gasps and goes back to work. Keef, Melvin, Gretchen, Mathew P. Mathers III, and Dirge run in slow motion towards Vlalarie's house.

Keef (with slow-mo voice): Paaaaarty!

Zim sweats as he struggles to complete his device.

Keef (slowed down even more): Paaaaaa-

SIMI  sings the doom song in slow motion as she stirs the cake. Vlalarie connects some wires. It cuts back to Keef, SIMI, vlalarie, and back to Keef, SIMI, Vlalarie, Keef, SIMI, and then back to Vlalarie. Vlalarie  cuts a ribbon with a zapping device and looks at her creation which is wrapped as a present.

Vlalarie: Ah!

Suspended by the straps, Zim spins around and laughs maniacally, holding the gift. He chokes for a second, but then goes back to laughing. Outside, Keef and the others wait across the street.

Keef: Okay, now you guys wait here while I get him. Then jump out and yell "surprise!". (Keef waves his arms) He'll be so happy!

Keef runs towards Vlalarie's house.

Gretchen: I've never been to a party before.

Melvin: Do they hurt?

Squirrels run away as Keef runs to Vlalarie's door. He opens it.

Keef: Hey Vlalarie! I'm home!

Keef sees Vlalarie, who is in disguise, standing there holding the gift.

Keef: For me? Oh, you are my bestest friend! Thank you,Vlalarie!

Keef takes the gift and rips off the ribbons. The box opens and the camera pans to the wall, where we see the shadows of Keef and two mechanical arms, which pop out and grip onto Keef's eyes. Keef screams in pain, as it yanks them out and replaces them with new mechanical ones with red pupils.

Vlalarie: Keef?

Keef (in hypnotic state): Yes?

Vlalarie: Who's your best friend?

Keef (in hypnotic state): That would be Zim. Today, he got me—

Vlalarie: Silence! When I snap my fingers, the next living thing you see you will believe to be your best friend.

Keef (in hypnotic state): I like Vlalarie.

Vlalarie: I know you do... but pay attention!

Vlalarie uses the arachnid robot legs that come out of her backpack to cling onto one of the wires above and lift himself out of view. Vlalariesnaps her fingers and Keef's robot eyes light up for a split second. Keef is out of the hypnotic state. He rubs his eyes.

Keef: What happened?

Keef goes back into a hypnotic state and approaches the window. He sees a squirrel sitting on a lawn gnome in Vlalarie's yard. The robotic eyes make the squirrel look like Vlalarie to Keef. The squirrel scampers away. Keef is out of the hypnotic state.

Keef: Vlalarie? How'd you get out there? Hey, wait up! I have a surprise for you!

Keef runs out the door. Vlalarie laughs.

Vlalarie: Humans and their friendship! Invaders need no one! No one!

The wires Vlalarie's mechanical arachnid legs were clinging to break off and Zim falls onto the ground.

Keef: Hey guys! This isVlalarie !

Matthew P. Mathers III, Dirge, and Gretchen look at the squirrel. The squirrel scampers off.

Keef: It's Vlalarie!

Keef goes following the squirrel.

Dirge: Forget this weirdo. Hey, you guys wanna see something really neat?

Dirge bends down to untie his shoe laces. Matthew P. Mathers III runs away screaming. Keef follows the squirrel onto a fence. The squirrel munches on an acorn.

Keef: Hey, I'm hungry. Could I get some of that?

Vlalarie-Squirrel: No.

The squirrel climbs up the roof of the house next to Zim's and Keef follows behind it. Keef approaches the now angry squirrel. The squirrel jumps on Keef and fights with him. Keef screams as they both fall off the roof. Smoke rises from the spot where Keef and the squirrel landed as everything goes tinted red.

Keef's Voice: You don't like waffles?

GIR's image appears in the cloud of smoke, still stirring the cake batter and singing the Doom Song in slow motion.

reunion.

the episode begins with vlalarie looking at a photo of her two brothers.zim,and Kairo.

vlalarie: big brothers...please be safe-WHO DARES INTRUDE UPON VLA-

her eyes widend.two other irkens stood there.one with a bazooka arm,and the other being very very tiny

??: heya sis.

the bazooka one waved.a stegasouros disguesed sir unit beside him.a green dog beside zim.

??: WE HAVE SOUND SISTERRR!!

the other one yelled.vlalarie tackled them into a tight embrace.smiling.they hugged each other.simi and the other units did the same thing

zim: NOWW WE CAN DO OPERATION DOOOM!

vlalarie and kairo: aas always expected from zim.