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Richie, Ralph, Potsie, and Bag talk about their plans for the next night. Richie says they're going to go cruising for new talent (girls). Bag bets them that whoever is not making out by midnight has to walk through Arnold's parking lot at that time in their underwear (Arnold's busiest time). Marion fixes Richie some blueberry pancakes and fresh squeezed orange juice after she borrowed his car and dented it at the supermarket. Richie, Potsie, and Ralph are forced to go cruising in the family car, a DeSoto. They drive around the pharmacy where three girls are reading . Richie asks one of the girls, Hildie, what flavor lipstick she is wearing (Potsie says strawberry, Ralph-rasberry, and Richie-cherry). Richie discovers that it's strawberry when Hildie smears it all over his face. Later, Hildie asks Potsie if he could come help her with a lock on a door at her house. They come back with two of Hildie's friends, and, now, Richie, Potsie, and Ralph each have dates. They walk along the street and meet up with some members of the Dragons who accuse the guys of moving in on their chicks. The guys talk with one of the Dragons, Benny Dooley, and Fonzie rides up on his motorcycle. Fonzie suggests a drag race at the ball-bearing warehouse at 11:00 with the winner getting the chicks. Fonzie talks on the phone to Noodles, and he, later, comes with Wayney and Spider to the garage to fix up the rod (the DeSoto). Richie wins the drag race, but they find out the girls were just using them to make their boyfriends jealous. The guys run through the parking lot at Arnold's in their underwear and are banned for a week. They find out that Bag struck out also, so they carry him around in his underwear.

Songs in this episode:
replacement instrumental
"Little Darlin'" by The Diamonds (1957)
"Ricochet" (instrumental) by Teresa Brewer (1956)