Ben's big brother Sam has come to town for a visit from Portland where he is a graphic designer living the fast life. Right away Ben, Dino, and Jonathan are impressed by the cool older brother, and his trendy ways. He invites them all to a club that Friday night.
Back at the apartment complex, Michael and Mia meet briefly in the hallway to awkwardly talk about the kiss they shared the other night. Dino interrupts them though when he comes home from Ben's. He's got a magazine or catalogue with some brand new skates in them that he really wants. Though Michael agrees that they are cool, he says no when Dino asks if he can get them. Dino then heads home to pick up Max to go to Jonathan's house. When he meets his mother, he mentions the skates to her, and how good it would be to have them. Perhaps it's her guilt, but Annie agrees to buy them, until she hears the price. She denies Dino as well.
At Jonathan's, Dino proposes that they get a job to make cash. Dino wants the money for skates, and Jonathan thinks it might be good to buy more camera equipment. When Dino goes to the washroom, he finds a bottle of Jonathan's dad's Alabitrum bottle, a sexual dysfunction drug. Dino wonders to himself if he might benefit from the drug after his experience with Zoë the other night. The next day, Dino and Jonathan get hired at the mall in a clothing store.
At the Connor's, Ben mentions he might get a job, but his parents forbid it because it will be too much of a distraction from more important things like school. It is evident that the parents favour Ben over Sam, or at least have raised him differently, with more rules and planning perhaps learning from mistakes made with Sam. When Ben mentions that he wants to go to the club opening with Sam after going to see his mother's recital (as he does every time she has one), they remind him of his 11pm curfew.
The next day at school, Ben tells Sue about Sam's invitation to the club that Friday. He tells Sue to come along and that she will love Sam. Rather than wait until then, Ben asks Sue to come and meet Sam after school the next day instead. She agrees. Jonathan and Deb are talking about the club as well, Deb is very excited.
Later, when Dino, Ben, and Jonathan meet up, Dino and Jonathan talk about how easy and fun their new job is. Ms. Young give Ben a cold look across the hall. Down the hall, Jackie decides not to go to the club in case she runs into Dino, but tells the other girls to have fun. In her oom, Ben meets Ms. Young to see if everything is okay. She is a bit cold but tells him everything is fine, she's been dumped before.
Back at the apartment, Mia and Michael decide the kiss they shared was a one time thing, blaming it on the wine.
At work, Jonathan and Dino are having fun at work with all the girls in the store, but the fun is ruined for Dino when he sees Zoë and another tough girl watching him from a bench in the mall hall. After work, Dino goes home with Jonathan and uses the washroom. He takes some of the Alabitrum he found earlier.
At the apartment the next morning, Dino gets an Instant Message from Greta, a girl he met at work. They plan to meet later that day, but Dino wants to be sure everything works this time, unlike with Zoë. He takes an Alabitrum pill to have a "test run" and puts the bottle in his pocket for later. At school, Jackie and Deb talk about how hard it is for Jackie to get over Dino. Deb decides to skip the club the next night to have an old fashioned girl's night in sleepover.
Dino takes more pills because he hasn't gotten an erection yet, which ends up being a huge mistake, because later during wrestling practice in gym he gets an erection. He runs out of and runs into Jackie. When she asks him for her chem. notes, he awkwardly shifts them out of his backpack without taking the bag away from his crotch. He goes to work, still erect, and takes a magazine to the back room to relieve himself.
That night, Ben and Sue are at a coffee shop waiting for Sam to arrive. He is really late and Ben is very sorry. He doesn't know what is keeping his brother so he calls him and gets his voice mail. His father calls him just after that and reminds him o come home as his curfew is approaching. Sue tells him not to worry about it; she is happy just spending time with him.
After work, Dino invites Greta to go to the club opening with him the next night. After he and Jonathan leave, Greta meets with Zoë, revealing that they are friends and are working on a plan together. Greta tells Zoë that Dino invited her out, but that she thinks he is really nice. Zoë tells her that he isn't.
At the Conner's, Ben asks why Sam didn't show up for coffee with him and Sue. Sam says it was because he was hooking up with a woman. The woman is in their living room, and Ben sneaks around the corner to see who she is- she is Ms. Young. Ben is mortified and tells Sam about their history. Sam is congratulatory towards Ben at the revelation, and he promises to leave her alone now that he knows about their relationship. When Ben goes out to confront Ms. Young, she plays off and tells him that what she does with her own life is none of his business.
At school the next day, Jonathan tells Debbie that he has to work and can't go to the club. Debbie is fine with it as she is having the girls night in with Jackie. When neither of them is mad for bailing, they agree that they have the best relationship ever. At home, Ben and Sam decide to go for a joy ride and test out Sam's speedy car. Ben skips his mother's recital.
At the apartment complex, Michael drops by to visit Mia and talk about the kiss they shared the other night, but to his surprise, Annie is there. After and awkward moment, Michael slips away.
When Ben get home from riding around with Sam, his father is furious and forbids him from going to the club opening that night. He doesn't want Sam influencing Ben because he fears Ben will end up like Sam. Ben defies his father and tells him he will be going to the club opening and that he doesn't care about his mother stupid recital. His mother overhears the conversation in the other room, and Ben storms out of the house.
At the mall, Dino is working with Greta when Annie stops by. She wanted to see where her son was working, but Dino doesn't want her there. He shoos her away quickly, naming his manager as strict and micromanaging. Annie agrees and leaves, but notices Dino quickly returning to Greta's side.
At the club opening, Ben and Sue can't get into the club opening because the bouncer can't find their name on the list. Ben fakes a phone call to Sam and tells Sue that he has a flat tire and has to go help Sam out. When Sue offers to go along, Ben refuses and so Sue decides to go to stay with Jackie and Debbie. When she gets there, they decide that boys are weird. Meanwhile, Ben follows his hunch to find his brothers car outside of Ms. Young's house.
At work, Dino sets the store alarm off when he is leaving with Greta. In shock, he professes his innocence only to find Greta and Zoë together smirking and satisfied. The store manager doesn't believe Dino's story of being set up by Great- a long time employee. The manager threatens to call the police if Dino doesn't pay for the pants.
Back at Ms. Young's house, Ben watches as Sam kisses Ms. Young at the door and leaves. Ben meets Sam in his car and asks why he is doing what he is doing. Sam tells Ben to grow up and get over her, and that it doesn't matter anyway- it is just sex. Sam wants to put it behind them and go to the club to meet some new girls. Ben tells him that he doesn't get it and he gets out of the car.
At the apartment, Michael and Mia discuss their kiss some more. Both reveal that they thought the other wasn't into the kiss. When they realize they both liked the kiss, they start kissing again and fall into bed. Next door, Debbie, Sue, and Jackie decide to burn something of Dino's to purge Jackie's feelings for him. Since they don't have anything there of Dino's, Debbie suggests they go over and get something from Michael's with Mia's spare key. They go over and get a shirt, tripping, but getting out without disturbing Mia and Michael.
Ben arrives home to find his parents waiting for him. He apologizes for acting the way he did, and he sits down for a movie with them. Back at Debbie's place, Jackie decides not to burn his shirt. She says it will just be more lying to herself, and she is sick of pretending it doesn't bother her that Dino is with other girls.
Annie arrives at the mall after Dino calls her for help. The manager insists that someone pay for the pants Dino "stole" or he will call the police. Annie pays the $275, and Dino loses his job, but they get to leave the store without the police. On their way out of the mall, Annie asks Dino what he did to the girl to make her frame him like that. He says that he was a jerk. Annie asks if he needs a ride home, but Dino has plans already. Feeling guilty, Dino invites his mom for a cheap pizza dinner in the mall, and she is thrilled.