| # | Title | Original airdate |
|---|
| 27 | "Going Underground" | November 2, 2005 |
| Jude is fired from the Stick-It after a customer complains about finding a cockroach in his food, while Wyatt is fired from Spin This for getting on Serena's nerves. Both find themselves at Underground Video, working for the unpopular Wayne. |
| 28 | "Deadbeat Poets Society" | November 9, 2005 |
| Starr wants to help Wyatt in control his anger, and introduces him to a small poet society. |
| 29 | "Career Day" | November 16, 2005 |
| Jude destroys a copy of Wayne's beloved film and gives all his friends their career tests, but Caitlin's copy is accidentally switched with Nikki's. |
| 30 | "Fish and Make Up" | November 23, 2005 |
| Jude finds himself a new goldfish friend named "Fish". Meanwhile, a war begins between Caitlin and Nikki over the girls' differences. |
| 31 | "Awake the Wyatt Within" | November 30, 2005 |
| Wyatt still tries to get Serena back. Wayne might be his only hope, because of his ability to choose the perfect movies for broken couples. Jonesy has an argument with Nikki over style, Caitlin's blender is broken, and Jen wants to end her relationship with Charlie Dobbs. |
| 32 | "Unhappy Anniversary" | December 7, 2005 |
| It is Jonesy's and Nikki's three-month anniversary. The two try to find gifts for each other, which leads to a big misunderstanding. |
| 33 | "Pillow Talk" | December 14, 2005 |
| The gang tells Caitlin their deepest secrets, and she tells them to her new boyfriend, Dustin. Later, Dustin volenteers to get hypnotized at a hypnosis demonstration and is hypnotized into blurting out all of the gang's secrets, except Caitlin's, to the entire mall. |
| 34 | "In a Retail Wonderland..." | December 18, 2005 |
| Starr tries to help Jen during the Christmas rush by teaching her yoga. Meanwhile, Caitlin loses the will to shop and Nikki does not want to go to Acapulco with her parents. |
| 35 | "Losing Your Lemon" | December 26, 2005 |
| Caitlin has paid up the credit debt she made a long time ago and is free to go, so she quits her job. Meanwhile doppelgängers of the gang show up in the mall. |
| 36 | "Welcome to the Darth Side" | December 27, 2005 |
| Nikki is temporarily fired from the Khaki Barn because of Jonesy and forced to work with Darth. Jonesy and Jen compete in salesmanship to win sporting equipment. |
| 37 | "The New Guy" | December 28, 2005 |
| Ron hires an assistant security guard, and makes life more miserable for the gang. The gang comes up with a plan to get Ron to retire early. It works and Ron retires leaving the mall in the hands of an unexperienced rookie. When Caitlin sees how sad Ron is without his job, she gets him to hang out with them. The others don't want to hang out with him and make another plan to make Ron take his job back. It works and everything is back to normal. |
| 38 | "Major Unfaithfulness" | December 29, 2005 |
| Caitlin cheats on her hairdresser. Underground Videos is sold to a larger store. |
| 39 | "Midnight Madness" | December 30, 2005 |
| The gang plans a party at Jen's house but things go wrong, and Nikki is returning from Acapulco, but ends up losing her cell phone along the way. |
| 40 | "Waiting to Ex-Sale" | January 8, 2006 |
| Caitlin and Jen wait in line for a once-in-a-lifetime sale at Albatross & Finch, but the line to get in is extremely long. Jonesy is scared to donate blood because of a childhood experience. |
| 41 | "The Hunted" | January 15, 2006 |
| Nikki falls for new salesman at Albatross & Finch, but Caitlin ends up dating him instead. |
| 42 | "Lights Out" | January 22, 2006 |
| Starr goes Goth, and Jude goes goth as well to impress her. The gang visits the movie theatre during a power outage. |
| 43 | "A Ding from Down Under" | January 29, 2006 |
| Jude starts a long-distance relationship with a girl from Australia. Alan Park guest stars as Tim |
| 44 | "The Wedding Destroyers" | February 5, 2006 |
| Jen, Jonesy, and their siblings clash over their parents' marriage. Ron turns out to be a skillful negotiator. |
| 45 | "Lords of Mall Town" | February 12, 2006 |
| Jude teaches Wyatt to loosen up by coaching him to skateboard like a pro, while Caitlin makes Jen go out with her on an unwanted double-date. |
| 46 | "Jonesy's Low Mojo" | February 19, 2006 |
| Nikki falls for a new guy named Stone, while Jonesy is beaten by a twelve-year-old at an arcade game. |
| 47 | "Smarten Up" | February 26, 2006 |
| Caitlin lies about being in college to win the heart of a cute college boy, while Jude attempts to win a "Roll Up the Rim to Win"-style contest at Grind Me. |
| 48 | "Dirty Work" | March 5, 2006 |
| Jonesy starts his own business, a "breaking bad news service" that delivers all types of bad news to people on behalf of someone else. Meanwhile, the escalator girls hold Jen's house keys and Jude's old skateboard hostage. |
| 49 | "Over Exposed" | April 9, 2006 |
| Jonesy accidentally sees Jen completely naked. They both swear secrecy, but end up telling the rest of the gang. Meanwhile, Chrissy starts working at the Soft Rock Café and Kirsten and Kristen begin looking up to Nikki. |
| 50 | "A Crime of Fashion" | April 10, 2006 |
| Jude sees a mannequin in a display window, which looks just like him wearing formal wear and tries different pranks involving it, while Tricia frames Caitlin for stealing clothes from Albatross & Finch. |
| 51 | "Spring Fling" | April 11, 2006 |
| The girls try to make Nikki a prom queen, but Tricia stands in the way. She seduces Jonesy to help her in the campaign against Nikki. |
| 52 | "Girly Boys" | April 30, 2006 |
| Jonesy gets a job in the mall's spa. Meanwhile, Jude competes against Mike Dent in a skateboarding race. |
