The Dropouts are thrilled when they book a gig at a Flyers charity carnival, and Adam uses the opportunity to make his very first rockumentary. Since Barry doesn't want to miss out on the fun, he forces his way into the band, despite his sister's objections. Meanwhile, Beverly's concerns about Murray's health push him to the limit.

After Adam decides to see "Willow" instead of spending Mother's Day with Beverly, he must find a way to get back into her smothering good graces. Meanwhile, Barry is tired of his status as middle child and fights Erica for his right to the college of his choice.