Attending traffic school together, Judy and Linda experience a sort of role reversal when Judy gets mistaken for a brainiac doctor, while Linda comes off as someone who's cool and popular. Also: Bill uncovers dirt on Brian and Lauren that he uses as blackmail to make them his "slaves."

Judy catches Bill in a lie when he claims he took his mother-in-law, Helen (Swoosie Kurtz), to the eye doctor, but really whooped it up with her at a casino instead. Meanwhile, to celebrate Judy's 40th birthday, Brian, Lauren and Tina decide to make a list of 40 things that they love about her, then have difficulty coming up with more than three items.