Claire feels slightly inadequate when her old friend, Valerie, visits and is nothing like Claire remembered. Meanwhile Jay has an unsettling locker room moment when he and Cameron go play racquetball, and Mitchell tries to help Gloria with some legal problems.

When Phil and Luke embark on a discovery expedition underneath the house, Phil tries not to let his fear of the dark and of creepy crawlies get the best of him. Meanwhile, Claire takes a nervous Haley to the DMV for her driver's test, Manny's sudden illness before a friend's amusement park birthday party makes Gloria suspicious, and Cameron and Mitchell invite Lily's pediatrician over for what turns out to be an anxiety-ridden brunch.