When Kate sees the face that Will makes while playing guitar during his cover band's performance, she gets turned off and unable to take him seriously. Meanwhile, Tommy gets Ben a job at the country club which soon backfires for both of them, and BJ attends a support group where she gets good advice about her friendship with Kate.

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.