Lou had made an art sculpture that catches the eye of an art dealer but Joe doesn't trust him, also Matt has the hots for a girl in his class trying to impress her including getting a limo for the school dance.
Matt and Joe argue n over who should date Matt's forensics teacher and Andy believes he is responsible for the crack in the Liberty Bell after visiting with a field trip.
Matt has gotten a part in the school play and Joe teases him about it. Thus hurting Matt's confidence but Joe also needs confidence when he tells Lou he will be his nude model for his art class.
Joe ignores his responsibilities when he meets a rich, free thinking woman. Both Matt and Andy take Joe's advice about making new friends, leading to very different results.
Bridget, an old friend of Joe's from high school visits and he asks her to spend the night. Meanwhile, Andy is nervous about sleeping over at a friend's house and Matt wants to see an R-rated movie, much to Claire's displeasure.
It's Halloween and Joe is scared by a fortune teller at the mall; Claire goes to a party dressed as a wad of gum; and Matt us taunted by college age trick-or-treaters.
Matt gets challenged to a fight by a pair of bullies. Joe says he will help him, but plans change when Lloyd locks Joe and Lou in a supply room to try to get them to fall in love.
Christmas is coming soon and Andy tells Lloyd to tell Santa what he wants for Christmas to which Lloyd makes a promise to him that Santa will get him what he wants. However, he soon finds he is not able to come through with his promise.
Andy is excited when a car that looks like the Batmobile is brought into the garage and tries to convince Joe to give him a ride in it. Matt sneaks into an 18 and over Salsa club, but Claire, Lou, and Lloyd are also there.
Claire is worried when Joe wants to enter a motorbike race, since it reminds her of how the boys' father died. Matt gets a job a local burger place and auditions to be their mascot.
Jack, a man from a program for kids without fathers, takes an interest in mentoring Matt and Andy, but Joe feel like he is being replaced as the male role model in their lives.