Via Scott talking to the Fourth Wall, we discover how the guys ended up in L.A. and discover that since they lost their record contract, they've spent a lot of time scoping out the babes. Scott catches Randy and Dennis spying on the girl in the apartment opposite. When they discover that her boyfriend is cheating on her, Scott asks the others to help him plant a pair of Diana's panties to ensure that she breaks up with him. With Dennis and Diana on the look out, Randy helps Scott get inside her apartment, where he ends up having a fight with her parrot, Buster.

During dinner with Scott's girlfriend Karen, the boys get caught up in a brawl with Vern a 'little person' employed by the restaurant. When the boys discover that he's been fired, Scott tries to find him another job while Dennis, Randy and Vern spend the days goofing off. Elsewhere, Randy is offered the important job of arranging a fundraiser with special guest speaker Gary Coleman which ultimately results in heartbreak for one of the boys.

After discovering that the 'Squidmato' stand is closing down, Randy blends his own and gets Dennis to endorse it with the locals before appearing as a guest on Win Ben Stein's Money. Meanwhile, Diana who finds herself strangely attracted to Dennis' genius is eager to seek out the truth and Scott enrolls in night school only to develop a crush on his married teacher.

Scott convinces Dennis and Randy to spend Halloween watching scary movies with him, but he soon finds himself in the middle of his very own mashup of popular horror flicks when he has a nightmare about Buster the Parrot.

Dennis convinces Randy and Scott to come on his road trip to Las Vegas following the sequence of his free coupon book. The trip turns into a disaster when Scott's former high school girlfriend sics her new boyfriend, a hitman, onto the boys.

When the boys take a trip to the homeless shelter on Thanksgiving, Dennis is reunited with his deadbeat father, Jack. Jack moves in with the boys, but soon they are all sick of him, and try to get him and his stripper girlfriend back together, so he will move back out.

When the boys return from Tijuana, they learn that Eduardo, a bullfighter, has stowed away in their trunk in order to find his long-lost fiancée. Meanwhile, Dennis joins a big brother program, but his little brother soon begins copying his every move.

After a brief stint dressed as a cow, Dennis sells people looks at the Leonardo DiCaprio shaped rash it left on his behind in order to collect money to pay the rent. Elsewhere Scott tries his hand at working a skate shop before Mexican wrestling.

Verne enlists the help of Michelle and Diana when a scam leaves his bank account empty.

When Diana's boss makes her throw a bachelorette for his fiancée, she is convinced by the boys to have it at Captain Verne's Bar, with the boys doing the catering. The boys, however, have other plans as Verne installs a secret two-way mirror and begins charging people to watch the party. The bride-to-be convinces Dennis to bring out the kinky lingerie and the stripper, making it a night none of them will soon forget.

After another one of Dennis' ideas for theme nights at Verne's goes awry, they come up with an idea for "Underwear night" and trick Scott into being the poster boy. Meanwhile, Diana claims she's over Scott and thanks Randy for his help by hooking him up with one of her workmates who turns out to be perfect for him, until Dennis gets involved.