VH1's Celebreality line-up has seen better days. It could be argued that, like every other hit the network has ever had ("Behind the Music," "Pop-Up Videos," "The List," "I Love the 80's"), the programming has been run into the ground through too many airings and too many pale imitators. There's nothing original about the new spate of shows: "Real Chance at Love," a dating show featuring women desperate enough to throw themselves at the loser brothers from "ILNY"; "Scream Queens," a marginally entertaining talent competition in the vein of "Viva Hollywood"; "Celebrity Rehab 2"; and "The Pick-Up Artist 2," on which I reserve judgment. Coming soon: "Rock of Love 3" (this time on a bus!) and, if you can believe it, "Daisy of Love," featuring the waxen groupie runner-up from "Rock of Love 2." Can you even imagine the skank factor of the guys competing for the lump of plastic known as her heart?

So, thank god for "Charm School: Rock of Love." Yes, it's a spinoff and a sequel, but by god it's entertaining. The premise is simple: a dozen or so cast-offs from "Rock of Love" try to better their boozy/slutty/bitchy/trashy selves through a series of "lessons." The last girl standing wins a cool $100,000. Rock empress Sharon Osbourne acts as headmistress.

I loved the first "Charm School," which did the same thing for the girls from the first two seasons of "Flavor of Love," with zaftig comedian Mo'nique in charge. It was sweet and kind of empowering, and you got the impression that Mo actually cared about what happened to those women after the show stopped taping. I'm not sure the same thing is true of Osbourne and this second crop of ladies. I don't think any of them actually want to change themselves, and I certainly don't think Osbourne cares beyond her paycheck. But that said, she's an awesome choice to run the proceedings, as ably demonstrated by her kick-ass performance last night.

Last night's lesson was all about dressing classy, and if you've ever seen almost any of these ladies in action, you know that's not their strong suit. The class voted on the three worst dressers, which ended up being Megan, Brandi C., and Heather (who has CLEARLY been overdoing the slutty look, probably so she can show the biggest "transformation" should she make it to the Final 2, which got Saaphyri the win last time). So they split into three teams and were tasked with putting on a fashion show to class the girls up. There was a last-minute twist involving the selected clothes being assaulted by weedwackers and all manner of stains, and a terrifying guest appearance by "Project Runway 3" winner Jeffrey Sibelia (seriously, that facial hair is nightmare-inducing). But what you really need to know is that Heather and Brandi's teams kicked ass, except for Ukrainian love bus Inna, who bombed as announcer.

That left Megan's team - also featuring troublemaker Lacey and total disaster Rodeo - on the carpet and up for expulsion. And even though she was probably the least responsible for her team's failure, Rodeo went home. This is where people watching the show as though it's an actual competition about grace and social skills would call bullshit. But anyone who cares about entertaining programming knows it was the only decision. Rodeo is a nutcake, but a little of her goes a loooong way. When she's got her head on she's hilarious in a redneck kind of way, but when she loses it - and she's been on three reality shows and lost it every single time - she's not funny, she's sad. She's a mentally unstable old lady competing against a bunch of fame-seeking 20somethings for a paycheck. And her constant crying fits about being broke don't carry much weight with me because, hey: get a freaking job, lady.

Megan and Lacey aren't going anywhere soon. Megan is allegedly dating one of the producers of the show, and she's also a genius. People act like she's stupid, but a) she won her season of "Beauty and the Geek" and b) she's made it to the Final 6 in both other shows she's been in. The woman is a master manipulator, and a soundbyte machine. You don't toss that away on Week 3. Lacey is an asshole who's desperate for attention, but she's our villain. She's in it for a while, like Larissa was last time. Besides, watching both Megan and Lacey get a wicked tongue-lashing from Sharon was the highlight of my Sunday night (sad, no?).

I will say that the editing so far has made it kind of obvious where this is heading. The Mean Girls - Lacey, Megan, Brandi C. - should go far, at least until they end up inevitably turning on one another. Certain girls have barely gotten any screentime (Destiney, Jessica, Inna, Kristy Jo), which makes it unlikely that they'll make it to the finals. And there are two that have gotten a disproportionate amount of attention, and who have clearly defined improvement arcs (the point of this show, after all). If it's not Dallas and Brandi M. in the finals I will be absolutely shocked. Heather and Megan are my picks for the last two members of the Final 4. And if that happens, it should make for a pretty entertaining season indeed.