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Erik is worried that Melissa doesn't have enough friends who are girls, so he enrolls her in The Fairy Princesses. Meanwhile Brendon gets invited to spend the weekend with Fenton, whom he didn't even know he was friends with.

Paula burns down her kitchen, and McGuirk volunteers to get paid to fix it. Paula's parents are getting a divorce. Jason fakes a divorce in order to fit in.

Brendon and Jason are putting on weight at an alarming rate. So in order to break the "fat enabling" cycle they decide never to see each other again. Coach McGuirk tries out his own theory called the "fat father syndrome."

Mr. Lynch sends all the kids plus Coach McGuirk to sensitivity training on a Saturday, where they learn the value of really bad improv games. Paula secretly enters one of Brendon's home movies in a video contest.

Melissa has a new boyfriend, and Brendon and Jason are jealous when her love life starts to interfere with their busy production schedule. Meanwhile Brendon and Melissa are also suffering from creative differences on their approach to a school project about the life and times of Susan B. Anthony.

Brendon, Jason and Melissa are performing the musical King Arthur Meets Robin Hood at a medieval fair organized by Mr. Lynch. A sci-fi convention is going on next door to the fair, and there’s a lot of tension between the two groups

Brendon is forced to take up golf after his father pressures him into playing a father-son round with an important client, only to discover that he's terrible. Brendon also has trouble convincing Jason and Melissa to make their latest film backwards.

The kids ignore the fact that they have no musical experience or talent and decide to start a band. At the same time, Duane enters a guitar contest where he will face his archrival, Jimmy Monet.

McGuirk tries to convince Paula to pose as his fianc̩e while his sister is visiting. Meanwhile, the kids are trying to decide whether they want to make a mockumentary about making a movie or a mock-making-of a mockumentary movie or just a movie.

Brendon, Jason and Melissa get in BIG trouble at school and are forced to attend a "scared straight" program at the local prison. Paula stumbles across a huge pile of the kids' old movies and discovers an odd motif that runs through every film.

Melissa breaks her arm. Then Jason breaks his arm, which is very suspicious. This may affect the current film in production, but Brendon is also worried that he's dumb or, at the very least, that Melissa is smarter than him.

The kids decide to run away to Europe and become ex-patriot artists. McGuirk's car breaks down and he has no money to fix it. He asks Tom Wilsonberg, the author of Corporate Kids, for financial advice. om takes McGuirk gambling.

The kids are preparing for Halloween, Linda (Brendon's new stepmother) is preparing to have a baby and Coach McGuirk is preparing to have the romantic night of his life. Despite all this, no one is prepared when things start to go wrong.