Michelle is still at the Elite studio, frightened to be in front of the Elite group. She is so embarrassed to be caught in front of the whole Elite group. Michelle volunteered to film some of Elite's dancing to try to gain a friendship with Emily. Meanwhile James is worrying because Riley had asked him to make sure Michelle doesn't get caught because of Emily . Riley discovers Emily's plan to push Michelle out of the studio. Riley and James make a plan to replace Emily as dance captain with Michelle by making a new better dance to throw over Emily. Michelle has feelings for Eldon and he likes her. In rehearsals Michelle suggests that she and Eldon should do a duet together to try to gain some time to be alone and get to know him better. Kate decides that it is a good idea and they go and practice in studio B.