| "It's a tree, just like this one."|
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|“||I'm not a co-captain to anyone.||”|
A-Troupe is getting ready for rehearsal, when Kate and Chris inform them that their application for Regionals has been accepted, leaving the team overjoyed. Emily confesses that while the announcement should excite her, the feeling is dampened because she is not dance captain. Chris tells the dancers to get to work and departs with Kate. Michelle approaches Emily, who is with Stephanie, and asks to speak to her privately. When Stephanie departs, Michelle asks Emily if they can be friends, which Emily declines since she believes that Michelle has done too much to her for them to be friendly. Michelle admits that she wants Emily to be her co-captain, which causes Emily to laugh and decline once more. Soon after, Michelle notices James enter Studio A with his mom, Deborah, causing her to be suspicious. Tiffany approaches Stephanie and is met with instant hostility because Stephanie believes that Tiffany was disloyal in choosing Michelle over Emily as dance captain. Tiffany attempts to reason with Stephanie, but Stephanie is far too irate. She eventually tells Tiffany that they are no longer friends. Tiffany confesses that the E-Girls are over and that Stephanie needs to see that.
Chris, Kate, James, and Deborah approach the dancers. Chris reveals that they have another announcement and with some prodding from his mom, James reveals that he is being pulled out of the studio for good due to his bad grades. Deborah apologizes to the troupe, knowing that it puts them in a bad situation, but tells them that it has to be done. Deborah explains to A-Troupe that she's making James leave for his own good.
West asks if there is any way that James can dance with them at Regionals, but Deborah tells him that there isn't because he needs to focus on his studies. Riley confesses that she is disappointed because she and James had gotten very close. Finally, Michelle tries to get Deborah to change her mind. Deborah reluctantly agrees to give James another chance, but he'll have to leave the studio for two weeks with complete omission of dance. Deborah tells A-Troupe that if James improves his grades he'll be allowed to return to The Next Step. However, if he fails his classes he'll never come back to the studio. Deborah informs James that he's grounded until his grades improve.
In the corridor, Riley stops James. Deborah leaves them so that they can speak in private, but tells him not to be long. James apologizes to Riley and asks him what he should do. Riley promises that if he gets at least a 70% on his next math exam, she will go on a date with him. As the two lean in for a kiss, Deborah honks the horn of her car and James is forced to leave.
In Studio A, Kate and Chris tell the troupe that they need to pull out their best tricks for the routine. Kate introduces Beth and another B-Trouper, who are watching their rehearsal. Chloe confesses that dancers from B-Troupe attend A-Troupe rehearsals so that they can improve, a practice that was done by herself and Daniel when they were in B-Troupe. Kate and Chris retreat, leaving Michelle to command the troupe. Michelle says that she wants everybody to mess around with their own moves so that the routine can incorporate different ideas, which Emily interprets as meaning that Michelle is a poor choreographer. She moves towards the back of the room, not wishing to take part in the activity. Nonetheless, Michelle puts on some music and the other dancers are ecstatic to be showing off their own moves. While everybody else is having a fun time dancing, Emily sits out.
Michelle stands before the troupe as they rehearse the routine. Daniel's ankle begins acting up and he asks for a five minute break which is granted to him. Daniel limps into the corridor. Meanwhile, Stephanie accompanies Emily at the ballet barre and recounts her conversation with Tiffany. Emily tells Stephanie that the E-Girls are therefore done and Stephanie sadly agrees. Both confess how upset they are about the group's disbandment. To make light of the moment, the two joke that they can form their own group called "ES." Stephanie assures Emily that she will always be there for her and asserts that Michelle is not going to make it as dance captain. Emily thanks Stephanie for the reassurance, but admits that Michelle isn't doing horribly. Both Chloe and Tiffany individually confess how weird things are now that E-Girls is over. As Michelle goes over the lyrical choreography, Riley approaches Emily to try and resolve their issue, but Emily tells Riley she is no longer her sister and leaves. Riley confesses that on a personal level, dethroning Emily as dance captain with Michelle was probably not the best decision.
- The E-Girls have officially disbanded.
- James will be staying in A-Troupe, but he's not allowed to come to the studio for two weeks and he's forbidden from dancing until his grades improve.
- The title refers to a song of the same name by David Bowie.
- Trevor Tordjman as James
- Brittany Raymond as Riley
- Isaac Lupien as Eldon
- Jennifer Pappas as Chloe
- Brennan Clost as Daniel
- Tamina Pollack-Paris as Tiffany
- Lamar Johnson as West
- Samantha Grecchi as Stephanie
- Victoria Baldesarra as Michelle
- Alexandra Beaton as Emily
- Bree Wasylenko as Kate
- Shamier Anderson as Chris
- Main article: Changes/Quotes
- Main article: Changes/Aftershow
| "Look at that painting!"
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