This one starts with Veronica and Troy sucking face outside Veronica’s place. Troy does one of those “asking without really asking” things inviting Veronica to the Homecoming Dance. Naturally, Keith is waiting up for Veronica; at first, he pretends not to know she was on a date, but eventually tells her he needs to meet the dude who’s dating his daughter. In her room, Veronica remembers the last Homecoming dance, when her best friend Lilly Kane was still alive. Lilly was the classic bad influence, talking Veronica into ditching the dance and having a limo party with her, Duncan, and Logan. Veronica was worried about getting in trouble (her dad was still Sheriff at the time), but Lilly said the memories would long outlast any punishment she got.
At school, Wallace’s friend Georgia (who he clearly has the hots for) asks him for help. She apparently fell for a variation of the Nigerian Prince scam (I guess it was still pretty novel back then), where some guy “mistakenly” sent her an email claiming to need a loan for a couple weeks until he turns twenty-one and his trust fund kicks in, when he’ll pay back double the loan. Georgia sent him some money, but naturally she never heard another word. Veronica figures from the email address that it’s some hardcore nerd. She calls the number and leaves a message, pretending to be a bubblehead named Amber who’s falling for the scam. In home room, she hears that the Kane family are going to dedicate a new fountain in Lilly’s name right before the Homecoming Dance.
Troy asks Veronica to the dance for real and she says yes, but she can’t help remembering last year’s Homecoming, when she was dating Duncan and Lilly was seeing Logan. We get more flashbacks, this time of everyone taking photos at the Kane house before heading out. Lilly was wearing a very low-cut dress, which her mom wasn’t thrilled about, but Lilly didn’t care. (“Hey, I’m only young once, how many bra-less years do I have left?”) Wallace thanks Veronica for helping him get closer to Georgia and Veronica gets a call from the scammer looking for “Amber”. She arranges to meet him later in the park. Meanwhile, Duncan’s father has asked him to put together a video tribute to Lilly for the fountain dedication. Logan sees how hard it is for Duncan to go through all those videos of his dead sister and offers to do the tribute for him.
At the park, Veronica has dressed kinda sexy and redone her hair so she’ll look like someone guys won’t take seriously. She meets the guy (Karl), but Georgia (who’s watching from nearby with Wallace) says it’s not the same dude she talked to … although their outfits are identical. Wallace plants a tracker on Karl’s car while Veronica bullshits him that she’s fallen for his scam. She plays the stupid thing to the hilt, offering to write a check, then agreeing to meet the next day with cash. She follows Karl to a theatre where she finds out he’s an actor named Jimmy appearing in a play. She confronts him afterwards and it turns out Jimmy was scammed too; he thought he was appearing on a reality show called “Duped” (which I guess is a version of Punk’d) where they set people up to look stupid. Veronica explains that there is no show and Jimmy gives her the number he called to get the job. (He’s actually more worried about losing his SAG points than anything else.) The number traces to a phone booth in a gaming club called Gameland. Wallace tells Veronica there’s no way she’ll blend in at a nerd club like that, so she figures she may as well stand out.
She shows up at Gameland looking like total Otaku fantasy-bait; seriously, she looks like Ramona from Scott Pilgrim. She figures out who she’s looking for (since his gamer handle is similar to his email address) and logs in. She starts fragging the shit out of him, even though they’re on the same team, and when he stands up to give her shit she gets a good look at him. She manages to steal his student ID at the desk and finds out he goes to San Diego State … a total party school. She dresses Wallace up as a nerd (after calling the University and telling them he’s a prospective freshman) and gives herself an “innocent nerd-girlfriend” makeover. She notices a photo of her with Lilly and the guys last year and we get another flashback sequence.
Veronica, Lilly, Duncan, and Logan were riding around in the limo, getting wasted and playing truth or dare. It was the usual stuff: Lilly made out with Veronica on a dare, Duncan sprayed everyone with champagne, and he and Logan ended up wrestling on the beach like ten-year olds. At the University, Wallace tries to bullshit the other nerds even though he knows nothing about higher order math. Veronica learns the guy she’s after (Grant) is a big deal at the school; he’s some kind of super hacker genius, with a huge bodyguard who follows him everywhere. They’re referred to as the Silicon Mafia, though nobody can agree on what they’re actually working on. Some say robots, some say huge grow-op. Veronica steals the keys to Grant’s dorm from the R.A., s desk and sneaks in, but she sets off the alarm and Grant and his goon come running. Veronica talks her way out of trouble pretending to be drunk and stupid, but she left Jimmy’s head shot pinned to the bulletin board, so Grant knows someone’s onto him.
The next day at school, Veronica finds Logan trying to put together the video tribute for Lilly, but all the videos he has are saccharine and boring. (Veronica: “Lilly as a long-distance commercial.”) Veronica thinks back again to the Homecoming and we get a flashback of the four of them walking and drinking on the beach. They were playing “Never Have I Ever” and we learn that Veronica has never gone skinny-dipping, Lilly saw her parents having sex (apparently not very good sex, which might explain why her mom’s in a bad mood all the time), and both Duncan and Veronica were virgins at the time. After school, Veronica enlists her father’s help at the University. Keith disguises himself as a DEA agent and takes the dog into Grant’s room to snoop around. He plants a microphone and takes off as soon as the word “warrant” is mentioned.
Veronica listens to Grant and his bodyguard and hears the beeps from the alarm code when they leave. She pulls a reverse Captain Crunch and figures out the code from the tone of the beeps. Unfortunately, she falls asleep studying and is wakened by a call from Troy, who came by to meet her dad and found she wasn’t home. Keith and Troy are getting along okay, with Keith playing the hard-ass and Troy playing innocent. But Keith is a detective, so he already found out that Troy had booked a hotel for the night of the dance (which Veronica apparently didn’t know about); Keith took the liberty of canceling it, of course.
The next day, Keith calls Grant pretending to be with the University admissions office. He asks Grant to hang out with a potential new student (nerd-Wallace again) and convinces him to accept by offering tickets to a new game debut, which will give Veronica a chance to go through his room. At school, Veronica gives Logan a tape of Lilly’s fun side to balance out all the boring stuff in the memorial. Wallace heads out with Grant and his thug to the supposed game premiere. Veronica breaks into Grant’s room, using the alarm code she deduced. She’s figured out that Grant has developed a new video game that’ll blow everything else off the map, but he got the start-up capital by swindling people like Georgia out of their money. Veronica figures it’s time to fuck things up for Grant. She’s no hacker, so she goes old school, using bolt-cutters to get at his padlocked hard drives so she can pull them apart and steal the physical drives.
She leaves Grant a message, grabs the bug her dad planted, and is about to leave when she notices that Grant has backed everything up to an external hard drive … that’s encased in a huge safe with an alarm on the lock. She sits down with a soda (they have a whole fridge full) to contemplate the problem. Wallace, Grant, and the bodyguard get the Gameworld and find out there’s no party. Grant gets an alert that someone’s messing with the back-ups, so he and his muscle head back, wondering why the door alarm didn’t go off. When they get there, they find the computer disassembled and the safe broken open. The back-up drives have been ruined with numerous cans of soda poured all over them. Grant finds the note Veronica left and realizes he’s been had.
Grant and his bodyguard g to the park and pay Georgia’s money back, plus a little extra to cover Veronica’s fee. She tells them their hard drives are in the garbage can and they start digging. Veronica tells Wallace and Georgia she tipped the FBI to Grant’s scam and Georgia thanks Wallace for helping her by giving him a big smooch. Veronica ponders whether she should go to the memorial for Lilly and we get another flashback to the previous Homecoming. The gang arrived at the Kane home in the limo after partying all night to find Veronica’s dad waiting for them with the Kanes. Celeste gave Lilly shit, but not Duncan, saying Lilly was always the one who caused trouble. Duncan tried to take the blame and Lilly showed up her mom by giving Logan a big French kiss right in front of her.
Veronica goes to the memorial, which is very sedate and somber, with everyone holding candles and the school orchestra playing “Wind Beneath My Wings”. Celeste gives a nice, boring speech and Duncan unveils the fountain. Logan shows the video tribute, which starts off very sweet with childhood videos of Lilly and strings in the background. It quickly shifts gears, with a screaming guitar solo and video of the real Lilly, wild and crazy. Everybody loves it (except Celeste); even Lilly’s dad gets a laugh out of it, although he ends up crying. Hell, even tough guy Weevil sheds a few tears. Later, Veronica, Troy, Wallace, and Georgia are heading to the dance in a limo when Veronica tells the driver to stop. She heads down to the beach (alone), strips, and goes skinny dipping, like Lilly wanted her to.