Drew really likes Katie. Katie really likes Drew back. And Marisol is really pissed, she was into Drew first, and Katie knows that. Will Marisol really make Katie choose between her best, best friend in the world, and the guy she really likes?
Eli's back at school—embarrassed, but finally under treatment for his real problem: bipolar disorder. As he recovers, he wants to make amends with everyone he hurt when he was off the deep end. But not everyone's in the mood to hear what he has to say. And if there's one quality Eli lacks, it's patience. And Ms. Oh seems to be taking a special interest in Sav's musical enrichment. Is the spark Sav feels really happening, or is it all in his imagination?
Marisol is helping Katie with her campaign posters when Drew runs across them, greeting them. Marisol thinks that Drew is flirting with her and Katie asks her if she's still not over her crush on him.. In the next scene Katie and Drew are talking to each other when Marisol comes up. As soon as she does, Drew leaves while Marisol says that she knows what they were talking about. She then asks Katie if Drew is interested in her. Katie says she thinks Drew is interested in someone else. The pair are seen again in the cafeteria where Marisol decided to run for President along with Mo and Katie because she is jealous that Drew is dating Katie.
Later, while Drew is speaking with Katie, it is revealed that Marisol has stopped answering Katie's texts. Drew offers Katie a burger but she declines. Meanwhile, Marisol is campaigning for people to vote for her. Katie tries to talk to her but Marisol says she must end things with Drew for them to be friends again. Afterwards, Drew and Katie talk and she tries to end things with him but Drew attempts to keep them together, successfully. Later, when the presidential candidates are delivering their speeches, Marisol has a short, confident speech as Katie struggles with her own.
While Katie is speaking, Marisol interrupts, falsely stating that Katie is stepping on people to get what she wants. In response to Marisol's comment, Katie calls her a hypocrite because she stole K.C. right under his babymama's nose. Mr. Simpson steps in and makes them sit down. Later, Katie confronts Marisol in the hallways trying to reconcile with her but she declines, saying that Drew doesn't know much about her and gives the impression she is going to tell Drew about her bulimia struggles.
Some time afterwards, Drew and Katie are in a Tae Kwon Do practice when they start talking about what happened between Katie and Marisol. Katie asks why Drew likes her, and he answers and kisses her. Marisol walks in on Drew and Katie kissing and asks Drew if he knew Katie's secret, to which Drew answers that he doesn't know what she's talking about.
At that point,Marisol reveals that Katie is bulimic. Katie then proclaims that she is just trying to cause trouble and she walks away. Drew chases after her and comforts her saying that nobody would believe she has an eating disorder. At the end of the scene, it shows Drew and Katie hugging.
Eli is with his new therapist talking about his play Love Roulette. He learns that he has bipolar disorder and that if he takes his pills and stays calm, he'll be alright. He then goes to school, embarrassed of his disorder. Bullfrog walks in and gives Eli his medication, after which Eli sticks his tongue out so Bullfrog could make sure he swallowed it. He also sees Eli writing a list of people's names, Eli joking it's a revenge list, but it's really an apology list. He then walks up to Fiona and gives her a sorry present, which turns out to be an award for best supporting actress. She accepts it and they sit and talk about his bipolar disorder. Later, Eli and Jake are shown in class. When the bell rings, Eli tries to apologize to Jake, but he doesn't accept due to Eli trying to get Clare back and firing Jake from the play. Eli then calls up his therapist and tells her that Jake had not forgiven him. She says it's okay and that he should give Jake a little more time. Later on he is with Fiona again talking and he sees Clare fighting with Jake in the halls. Eli suggests that he should help Jake with understanding what Clare likes. Later on in class, Eli raises his hand and shares the same ideas Jake did, and thus he's partnered up with Jake. Eli feels this will be a good opportunity to get back on Jake and Clare's good side.
Sav is with Mo and tells him that him and Ms. Oh have been hitting it off pretty well and he doesn't know where it's headed. He also tells Mo that he'll vote for him. Ms. Oh walks up to Sav and Mo who are talking. Sav asks her if she heard his favorite band, Death Hand's music yet. She tells him she has but that their drumming isn't too good. She tells him that to improve his music skills she put together a tape of her music and tells him to practice off of it. She then walks away. While at her desk Sav approaches Ms. Oh and tells her that he's listened to her music and that it's really good and that he has practiced off of it. Ms. Oh who's grading papers tells him that she's glad and that she would like to hear it after school. She tells him that she'll meet up with him after school and hear what he's got to play, and that she'd rather hear it than the teachers complaining about the crappy coffee they have. After school, Ms. Oh meets with Sav and they share music. Ms. Oh plays and sings a song that is about Sav, during the song Ms. Oh realizes that it's weird and that she's a teacher so she leaves. A few moments later she returns telling Sav she's sorry that she left so abruptly but it's weird for her since she's the teacher (although she's only 23 and he's 18) and that it's weird for them. Sav tells her that he knows the song was for him and that they can't fight these feelings anymore. Sav and Ms. Oh start kissing.
- The title of this episode is named after the song "Don't Panic" by Coldplay.
- It is revealed that Eli was diagnosed with bipolar disorder.
- Katie, Marisol, and Mo are running to be the new student council president.
- It was revealed that Katie has an eating disorder, bulimia, even though she refused to accept it.
- This episode marks the start of Katie Matlin and Drew Torres's first relationship.
Regular Cast (Ordered Alphabetically)
- Raymond Ablack as Sav Bhandari
- Shanice Banton as Marisol Lewis
- Luke Bilyk as Drew Torres
- Stefan Brogren as Archie Simpson
- Munro Chambers as Eli Goldsworthy
- Annie Clark as Fiona Coyne
- Justin Kelly as Jake Martin
- Cory Lee as Winnie Oh
- Aislinn Paul as Clare Edwards
- Chloe Rose as Katie Matlin
- Jessica Tyler as Jenna Middleton
- Rahnuma Panthaky as Dr. Weston
- Charlotte Arnold as Holly J. Sinclair
- Sam Earle as K.C. Guthrie
- Jahmil French as Dave Turner
- Alicia Josipovic as Bianca DeSousa
- Argiris Karras as Riley Stavros
- Daniel Kelly as Owen Milligan
- Shannon Kook-Chun as Zane Park
- Jajube Mandiela as Chantay Black
- Samantha Munro as Anya MacPherson
- Cristine Prosperi as Imogen Moreno
- AJ Saudin as Connor DeLaurier
- Melinda Shankar as Alli Bhandari
- Jordan Todosey as Adam Torres
- Spencer van Wyck as Wesley Betenkamp
- "Listen" by Dryer - Heard when Sav and Ms. Oh kiss.
- "No Turning Back" by Sarah Blasko - Heard when Marisol reveals Katie's secret to Drew.
- Watch Don't Panic (1) on GorillaVid (International)