Embarrassed when girlfriend Lori Beth makes him wear a silly Humpty Dumpty costume for the Homecoming Parade, unhappy Richie Cunningham storms off to a bar for a root beer and is swept off his feet by a sophisticated freelance photographer he meets there, beautiful Barbara Thomas.

Howard Cunningham's chance to become the next Grand Poobah hangs in the balance after the burlesque troop he hired for a big event at his Milwaukee Leopard Lodge gets snowbound in Buffalo.