When Maddie fails the test to get into the gifted program at her school, she becomes part of "The B-Squad." Kate, who blames herself for Maddie's failure, decides to take matters into her own hand and gives The B-Squad an unforgettable experience. Meanwhile, Ben runs into an old pal from college who stole one of his business ideas, and BJ's mother, Wendy, comes to town and gets a surprising introduction to Buddy.

Ben continues to expand his "Rail Mall" idea with his new business partner, Vera, but when she brings in more associates to help expand their plan, Ben doesn't like the direction in which it's heading. Meanwhile, after finding out that Will has been dating since their break-up, Kate goes on a date with a baker she met at Will's party. Also, BJ and Maddie pose as mother and daughter for a commercial audition.