Zephie delivers the new spray head to Lori and gets stars painted on her face as a reward. When Emery sees her, he wants one too but Zephie says he must do something special to be in her Star Club. Wilson tries to something special too much Zephie isn't impressed. Hoot doesn't make it in the club but Toot does. Lori paints two suns on Wilson and so now he's in Wilson's Sunshine Club. Hoot and Koko join his club too. Zephie doesn't like it that Wilson has started a new club. They both fight over Hodge but he decides not to join either club. They race to help Brewster with some rocks and Wilson takes the paint wagon so he can paint a sun on him before Zephie gets a chance. Zephie decides to set some club rules, Star Club members aren't allowed to talk to Sunshine Club members. When Toot breaks the rules, Zephie tries to pull her away form Hoot, a huge rock falls on the track and almost hurts Toot. Zephie realizes her rules aren't very nice and decides there should only be one rule, ...