Populah is sent to Miss Atilla's School for Young Despots by Auntie and Tess. With Populah not having any despot edge, she can never graduate. So, Russel, Loopy and Gus pretend to be girls and sneak into the school to help Populah win the despot derby for Populah for instant graduation. Bob also cross dresses to get in as a teacher in order to steal Russel's crown, which had been taken from him when he enrolled.