Benji and Esther steal a day pass from Dean and gain access to an exclusive upscale gym. Esther meets a poised and successful woman named Nora who inspires her to join her club, while Dean is excited by Benji's sudden fitness enthusiasm and takes him under his wing.

Esther's mom pays a surprise visit because she's concerned about Esther's life choices. Meanwhile, Benji tries to make some new Goth friends that end up being a little too risqué for his taste.