Z becomes bored with Joel and tries to replace him, while Joel is angered when Alicia Keys runs over his toe(nail) with her limo.

An e-mail circulates around the office, from a Wendy Pubes. Joel has romantic feelings for Michele, as does Alyson, who thinks Michele is a lesbian. When Alyson implies to Joel that she wants a certain someone to get a transfer to LA because she likes someone, Joel thinks its him. Michele convinces Alyson she likes Joel, so the transfer is off, and Joel is left unloved.

Joel gets in shape with a personal ""A-list celebrity"" trainer, and takes ""Man Fuel"", which he thinks makes him bulkier and strongier, but ends up giving him breasts. Michele is forced to book an A-list celebrity, specfically a ""Rolling Stone"", so she takes Bill Wyman away from Leif, and convinces him to do Joel's show, by pretending Joel is a woman.

In a misunderstanding, Joel autographs a guitar signed by the world's most famous guitarists, then must get his signature removed in time for a charity auction. Meanwhile, when Kevin reads that the average New Yorker is mugged once every 10.3 years, he decides to get his mugging out of the way right now, and Michele's hangover makes her worry-is she getting old?

In a ticking-clock parody of "24," Joel must overcome the stage-fright Donny Osmond has cursed him with before facing the cameras as an awards show presenter.

Joel grows breasts after overdoing it on a bulk-up supplement, but Michele convinces him to keep them when she realizes that his pubescent look will help her book a celebrity with odd tastes.

A totally innocent exchange of emails between two employees is electronically circulated to the entire company, leading to an all-day Sexual Sensitivity Seminar whose leader pits Joel against Michele to get Michele transferred to L.A. Arrogant Leif - who thinks he's VH1' s star -can't get past his own building's security.

Joel and Michele scheme to score freebies off product-mentions he "casually" gets rock stars to discuss in interviews, but that gives Z the idea for a full-time sponsor: Wobu, a trendy vitamin water, whose rep starts insisting on changes to Joel's on-air style after a Bono interview turns into a shouting match. Kevin's share of the take is 30,000 worms he can't get rid of.

Joel gets hired to write a pre-celebrity bio book of an unknown boy band, then discovers they all hate each other, that their manager is a perv, and that his ironclad contract requires him to deliver five books for the price of one.

Upset that she's not impressing the right folks at VH1, Michele ropes Joel into playing Pinniped - the hero seal of an 1800-episode Japanese anime series that is the centerpiece of station CEO Hugo's attempt to lure 6-year olds to his new VH1 Juvenile. Meanwhile, Executive Remotivation Week finds musically unsavvy Z working as counter help at Skyscraper Records.

Joel's search for a celebrity pal leads to an on-air hockey duke-out with heavy-metalman Rob Halford, and then a crush on Eighties's popstress Debbie Gibson, who won't stop believing that her love can change the gay Halford. Kevin catches Michele helping herself to some cash being collected for a Leif gift, to get even for his revealing their ancient one-night stand.

Embarrassed by Michele's accusation that he's turned into a suck-up to the stars, Joel lashes out at a celebrity relative intern until he learns she has cancer - and then he has a bigger problem: Does he have to be nice to her now, or does slamming on the cancer girl make him real cutting-edge? Meanwhile Hugo forces Kevin to re-design VH1's web page depicting Times Square, 2500.

Joel gets renewed for next season, but the price is steep: VH1 is finally going to air Project Televisionary, the story of how Joel came to VH1 and met Kevin and Michele-it's unusually humiliating and might destroy all their friendships.