Everyone is sleeping, but Eric and Annie are awakened when Simon's friend, Stan wakes up from having a nightmare. When Annie asks Stan what the dream was about, Stan doesn't remember and Simon says they were telling scary stories before they went to sleep. When they leave, Stan tells Simon that he has to keep his promise that he won't tell anyone about what he told Simon earlier. Simon then puts Happy in bed with Stan and Simon goes back to sleep, but Stan stays awake. Simon and Stan are playing basketball outside waiting for Stan's sister to pick him up. Simon offers for Stan to spend the night again, but Simon says that he will have to ask. Lucy is talking to someone about going to the mall and says that what makes it exciting is the whole experience of the mall. Lucy says that when she dies, she wants her ashes to be scattered throughout the mall so that she can be part of the mall forever. Mary and Ruthie think that she is a freak. Ruthie keeps on asking how fast 100 mph is, but no one really shows her how fast it is. Mary wants to go to the mall with Lucy, but Lucy says no since she is now hanging with the cool crowd. Stan's sister, Karen, shows up at the house to pick up Stan and Matt asks her about her belt, which has an Old English "B" on it. Karen tells him it stands for her nickname, "Babydoll," but Matt questions why Stan doesn't call her that. Karen leaves with Stan and Karen gets suspicious of what Stan may have said to Matt because he seemed suspicious. Eric voices his suspicions to Annie as he looks out the window when Stan leaves with his sister. Ruthie asks matt how fast 100 miles an hour is, but he only tells her that it is fast. Ruthie doesn't have any plans for the day, but is waiting for Mary or Lucy to do something with her. Mary thinks that Lucy is up to something bad, but she won't tell her so Mary just warns her to be careful. Matt asks Simon about Karen's belt and anything that he may know about her, but Simon doesn't give out any information. Matt says that he knows of guys at school that have the same "B" tattooed on their hands and arms because they are in a gang called the Blackburn Sixteen. Simon stays quiet, but his silence answers his question and then Simon spills everything. Simon tells Matt that they are working on a plan to help Stan, but Matt tells Simon that they can't do anything against a gang. Matt says that he will tell his parents so Simon yelled at him that he wished he wasn't his brother and that he promised Stan not to tell anyone.
Matt tells Eric and Annie that Stan's sister is in a gang when Annie receives a call from Stan's mother asking if it is ok with Annie for Stan to spend the night again. Eric says that the only thing that he could do is to talk to Stan's parents. At the mall, Lucy meets up with her friends and they immediately go into the bathroom. Simon talks to Eric about Karen and gets mad that Matt told his parents. Eric explains that Matt did the right thing by telling them, but Simon is still upset with Matt. Eric leaves to go get Stan and talk to his parents.
Lucy and her friends emerge from the mall bathroom dressed totally different in revealing clothing. They begin strolling around the mall. Annie tells Mary that she needs to get Ruthie ready to go to the mall and when Mary points out that they will be showing up early, Annie says that that is why they call her "Mom". Mary is searching everywhere for Ruthie, but can't find her and starts to get desperate. Simon is trying out thermals in his bedroom and Matt tells him that there are not thermals in the house. Mary finds Ruthie sleeping on her own bed and wakes her since she has fallen asleep because Mary took so long. Eric is at Stan's parent's house and tells them that Karen is in a gang, but her parents don't believe him. After thinking about it, they realize that Karen has been spending more time with her friends. Eric asks if they have noticed anything different in Karen's room, but Karen's parents get defensive. Karen's mother decides that they will go into Karen's room and look around.
When they enter her room and begin to look around, they don't notice anything and begin to get upset that Eric accused their daughter of being in a gang. Stan's parents still let Stan spend the night with the Camdens. Lucy and her friends are still walking around the mall in their revealing clothes and get lots of stares from guys walking by. They stop to talk to a mall security guard who hits on Lucy. Annie, Mary, and Ruthie get to the mall and after Ruthie asks about how fast 100 mph is, Mary offers to go get Lucy so her mother won't have to get out of the vehicle, but Annie says she has to pick up a few things. Mary suggests meeting her mom and Ruthie at the food court after finding Lucy. Mary finds Lucy and her friends talking to the mall security guard and tells the guard to go away because they are only 15. Lucy yells at Mary for betraying her. While they were yelling at each other, Annie and Ruthie walk up and notice Lucy in her new outfit. At home, Annie grounds her for a month, but Lucy says that she was only expressing her unique personality. Annie tells her that Lucy's friends were expressing the same unique personalities. Annie then tells her that she betrayed her trust and it is not acceptable for her teenage children. Annie also tells her that they have lost something in their relationship and Lucy asks if they will ever get it back, but Ruthie interrupts them wearing too much makeup and wearing some tight clothes. Lucy tells her mom that she gets it and Annie says that they will get it back. Stan shows up at the Camden's house and gets mad for Simon for telling his parents and coming over to their house. Eric tells Matt that he has a hunch and leaves the house.
Mary and Lucy clean the makeup off of Ruthie as Ruthie tells Mary that she was a bad example to her so she must have been a bad example to Lucy, so Lucy was a bad example to her. Ruthie says that Mary was a bad example because she didn't find her during hide and seek. Mary apologizes and Mary offers for Ruthie to sleep over with them at night. The doorbell rings and Annie answers the door for Karen and asks her about her belt buckle. Annie tells her about a church member and her son that was involved in a gang and had the same "B" tattooed on his knuckles. Annie tells her that gangs are not good and they are not her friends, but Karen tells her that her life is none of Annie's business. Matt sees Simon and Stan and Simon tells Matt that they are going to be making their own thermals in their room with a box fan. Matt tells Stan that it isn't Simon's fault that his parents know. Simon and Stan decide to hang out with Matt. Stan's parents and Eric are looking in Stan's room and they find guns and other weaponry under Stan's bed. Karen walks in and her mother begins to yell at her about moving to a good neighborhood to get away from those influences. Her mom says that they will be leaving the house to stay away from the gang, but Karen tells her parents and Eric that she will get out of the gang. Eric explains that it is harder than she thinks to get out of a gang, but Karen doesn't believe him and thinks that they are her friends and they will understand. Eric also explains that they will beat her up if she tries to leave the gang. Karen's mother asks of a place to send Karen, but Karen doesn't believe that they will hurt her. Her parents want to decide what to do and Karen says that she doesn't need Eric's help.
The whole family is outside playing basketball with Stan when Ruthie asks again about how fast 100 miles an hour is. Annie is fixing the faucet when she gets a call from Karen's parents, then goes outside and gives everyone the bad news that Karen has been beaten up by the gang members. Stan begins to cry and then Eric brings Stan to the hospital to see his sister. Karen tells him that she tried to get out, but it isn't over. Karen asks Eric to call a place where she can go for help. Outside the hospital door, Eric sees a TV that has a commercial that asks "It is 10 o'clock, do you know where your children are?" and Eric leaves the hospital.