While Philip and Vivian go on a trip to Palm Springs in Mrs. Furth's helicopter, Will and Carlton are paid to drive Mr. Furth's Mercedes-Benz there as well. They get pulled over by a police officer for "stealing" the car. Luckily, Will is able to get Philip and Vivian's attention by making a phony confession on TV and he and Carlton are acquitted, Phillip even going so far as to lambaste the officers on duty for immediately writing the two off as criminals instead of going through the proper procedures. This turns into an argument between Will and Carlton about racial profiling after they get home with Carlton insisting that the justice system is not flawed, but when Philip recounts a similar experience, Carlton thinks it over with himself. Meanwhile, Hilary babysits Ashley and proves to be an unhealthy influence on the young girl when she gives her too much coffee.

The family heads to the mall to pick up costumes for Hilary's Halloween party, while Will and Carlton place a bet to see who can find a date for the party. Philip gets held up at a gadget store. Vivian sings in a recording booth, where she receives positive feedback and a large audience standing outside listening to her. When Hilary forgets to take a hat off of Ashley and walks out of the store with it, they are accused of shoplifting. Will and Carlton both spot a woman, Melinda, and run to her, ending the episode on a cliffhanger.