Dee gets a rude awakening when she discovers that "Fatty Magoo," an overweight loser from her high-school class, is now a svelte, successful clothing-store owner. So Dee decides to design a dress for her, but Dennis decides that he's the better designer. He also knows that he has the charm to sell it to Fatty.

The gang agrees to sell Paddy's after getting an offer that's too good to turn down. Problem is, Dee and Charlie, who aren't partners, must get real jobs. Members of Frank's "gang," the Yellow Jacket Boys, are played by members of the doo-wop group The Mighty Echoes, who perform.