Brendon begins writing reviews for a movie website called movie-winner-or-weiner.com. Jason and Melissa are excited because Brendon gets passes for all of them to see the premiere of "All That Violence". Meanwhile, Coach McGuirk wreaks havoc because he's finally got a friend "on the inside".

Brendon is trying to finish his undersea epic about the Mighty Septopus, but Fenton Mewly's prima donna fits keep getting in the way. Meanwhile, Paula is trying desperately to break up with her new boyfriend. Also, Coach McGuirk joins a gym and works only on one machine: the Pec Flexor.

The kids run out of funds to complete their most ambitious film yet, a medieval rock opera. While Brendon is dying to get out of what he sees as the worst film he's ever made, Jason and Melissa go door-to-door for finishing funds. Brendon sneaks off to join the Skunk Scouts, hoping to recapture what's left of his childhood.

Brendon, Jason and Melissa try their hand at a Hitchcock-style thriller. They want to get into a film festival run by a local video store clerk. Coach McGuirk spends all his time at a diner, trying to woo a roller-skating waitress/actress named Fred. Meanwhile, Paula tries to get a refund from her hairdresser.

Brendon gets in trouble for making a movie about a foul-mouthed robot. The neighborhood kids love it; the parents hate it, and Paula orders Brendon to re-shoot and make a G-rated version. Meanwhile, Melissa gets jealous when her dad, Erik, wants to date a woman from his journal writing class.

Life turns upside-down for Brendon, Jason and Melissa when they find a lost puppy, which Brendon names Honkey Magoo. The hyper puppy quickly runs out of friends after wrecking Paula's house, ruining the kids' movie, chasing off Mr. Lynch's cats and turning Jason's new parakeet against him.

Jason falls for a fifth grader, but he can't get beyond that awkward, initial "stalking" phase. He asks Brendon for help, but Brendon has bigger problems: after cheating on a test, he's being blackmailed by Jr. Adelberg, Walter and Perry. Melissa, feeling left out, helps Coach McGuirk cheat in traffic school.

When Brendon scores a lucky goal in a soccer game, he runs afoul of Cho, the best goalie in the league. Jason thinks Cho's a bully; Melissa thinks he's hot, but Brendon is caught up in the idea of doing nice things for people and changing their lives. Meanwhile, Coach McGuirk re-lives a competitive catastrophe.

Brendon, Jason, and Melissa attend a performing arts camp where they learn that they actually know very little about the performing arts. Meanwhile Coach McGuirk is forced to flee from a crazed group of crying men who want to hug him.

Brendon is chosen to direct the school musical "Bye Bye Greasy". Everyone gets involved, including Fenton (lights), Paula (sets), Coach McGuirk (with a special incentive), and Shannon (the school bully who appreciates singing and dancing).

Laid up with a leg injury, Brendon spies on his new neighbor, Raymond Burley, a man who might possibly be involved in some questionably suspicious behavior. Meanwhile, Coach McGuirk reads an important pamphlet and decides to attend bartending school.

Brendon, Jason and Melissa are assigned a family tree project in school. The assignment brings up issues that none of the kids feel like dealing with, namely--their families. Meanwhile Coach McGuirk gets laser eye surgery to correct his vision, and becomes an occasionally blind possible prophet.

The kids test their latest film in front of a rather hostile focus group. Meanwhile Coach McGuirk helps Paula pick out and assemble an extremely large grill for the Small family.

Erik is worried that Melissa doesn't have enough friends who are girls so he enrolls her in The Fairy Princesses. Meanwhile, Brendon gets invited to spend the weekend with Fenton, whom he didn't even know he was friends with. Both Brendon and Melissa have what they consider to be the worst weekends of their lives.

A kitchen fire at the Smalls is nothing compared to the flaring tempers triggered when both of Paula's newly separated parents move in. To make matters worse, Coach McGuirk volunteers to "renovate" the kitchen. Meanwhile, Brendon, Jason and Melissa make a crime drama called "Mulligan and Winooski" about two cops.

The camera does add 10 pounds, but so does binging on junk food. Brendon and Jason are gaining weight at an alarming rate, so in order break the "fat-enabling" cycle, they decide never to see each other again.

Brendon gets caught making fun of another kid at school and as a result, Mr. Lynch sends everyone to sensitivity training on a Saturday. There they learn the value of really bad improv games and experience the song "No Skin Off My Ass." Also: Paula secretly enters one of Brendon's movies in a contest.

Brendon, Jason and Melissa are performing the musical "King Arthur Meets Robin Hood"at a medieval fair organized by Mr. Lynch. Tensions soon arise between the fair and the sci-fi convention next door. Can Brendon bring peace to the warring factions? Also, can Coach McGuirk stay in character as a medieval blacksmith?

Brendon has trouble convincing Jason and Melissa to make their latest film backwards, a la "Memento." Meanwhile, Brendon is forced to work on his golf game after his dad pressures him into playing a round with an important client. Coach McGuirk gives Brendon some valuable golf advice: cheat.

Melissa gets a new French-accented boyfriend, and Brendon and Jason get jealous when her love life starts to interfere with their busy production schedule--and the casting of their Susan B. Anthony biopic. Meanwhile, Coach McGuirk transforms into to a social planner.

The kids ignore the fact that they have no musical experience or talent and decide to start a band, recording their first single, "Freaky Outie." At the same time, Duane enters a guitar contest where he will face his archrival, Jimmy Monet.

Coach McGuirk tries to convince Paula to pose as his fiance while his sister visits. Meanwhile, Paula needs to get her novel to her agent before he goes on vacation. On the filmmaking front, the kids try to decide whether they want to make a mockumentary about making a movie or a mock, making-of-a-mockumentary movie or just a movie.

Brendon, Jason and Melissa get in BIG trouble at school and have to go to a "scared straight" program at the local prison. Meanwhile, Paula stumbles across a huge pile of the kids' old movies and incredibly, she watches them. What's more, she discovers an odd motif that runs through every film.

In a suspicious coincidence, Melissa and Jason each break their arms. This may affect the current film in production, but Brendon is also worried that he is dumb, or at the very least, that Melissa is smarter than he is. Meanwhile, McGuirk wants desperately to become a lifeguard.

The kids decide to run away to Europe and become ex-patriot artists, but find their plan is a little lost at sea. Back home, McGuirk's car breaks down and he has no money to fix it. He asks Tom Wilsonberg, author of "Starting Early: The New World of Corporate Kids,"for financial advice. Tom's answer? Gambling.

The kids are preparing for Halloween, Linda (Brendon's new stepmother) is preparing to have a baby, and Coach McGuirk is preparing to have the romantic night of his life. Despite all this, no one is prepared when things start to go wrong.

Melissa and Jason help Brendon run for office against the previously undefeated Thurman Thackery. Unsolicited help from the school bully, Shannon, raises questions about the fairness of the campaign. Also: Coach McGuirk gives stand-up comedy a try.

Brendon is doing a good job trying to raise money for the school walk-a-thon, but Coach McGuirk is doing a better job spending it. No worries! Coach's long-lost Uncle Pedro has died and left something for him in his will.

Believing they are in a creative rut, the kids agree to take a hiatus. Brendon reluctantly agrees to film Duane's band rehearsal and meets Cynthia, an older choreographer. Coach McGuirk and Mr. Lynch plan a trip to Cancun, while Paula is the victim of budget cuts at her school.

Jason and Melissa fight for bigger roles in Brendon's latest movie project. Erik, meanwhile, helps Paula with her job search. McGuirk, who is taking care of a friend's dog, becomes suspicious that Brendon is doing drugs after he starts showing up to practice late and tired.

The kids are invited to Fenton Mewly's birthday party. Brendon has been asked to make a special film for the occasion, but has a hard time praising Fenton since he can't stand him.

Brendon takes Cynthia to Jason's country club and pretends to be a member. The ruse is exposed when a waiter calls his bluff. Paula is suffering from test anxiety. McGuirk pretends to be a bodybuilder in order to get a date with a former schoolmate.

Brendon spends the weekend with his father and his father's girlfriend, Linda, who turns out to be a very unpleasant person. Coach McGuirk, meanwhile, plays big brother to a student who is prone to sickness.

Brendon goes to family therapy with Andrew and Linda to learn "gentle talk." Brendon doesn't like the therapy, and when the therapist begins to analyze his movies, he likes it even less.

A class trip to a hotel provides a great opportunity for some "on location" footage. It sounds like a great plan until Paula is asked to chaperone the trip with Mr. Lynch. Coach McGuirk has to get a second job to pay for damages resulting from a fight with the office coffeemaker.

Mr. Lynch is tutoring Brendon, who is failing History. His lack of historical perspective is evident through his movies, which star the evil George Washington, the evil Picasso and the evil Annie Oakley.

The school writing fair is one week away and Brendon is suffering a bad case of writer's block! Melissa and Jason put pressure on him to no avail, but they end up being a hit anyway. Paula is inspired by the pep talk she gives Brendon and gets back to her writing roots.

Paula tries to get a role in one of Brendon's films about a little girl named Little Malooloo who has two fathers. McGuirk feels left out by the regular pizza club meetings that Brendon has with his dad.

The big day is here: Brendon's dad is marrying his girlfriend. A rash is slowly covering Brendon's body, but otherwise he's doing okay. Paula's friend Stephanie is in town for the wedding and takes a liking to Coach McGuirk.

It's hard enough for Brendon to accept that his mother is going on a date, but couldn't she have picked a guy other than Coach McGuirk?

Brendon is in danger of being held back when he won't complete the research for his presentation, and Paula isn't helping his cause.

Brendon documents his first fight on video.

Taking care of the neighbor's cat isn't as easy as the Smalls thought it would be.

The soccer team goes on a camping trip that ends in disaster for the coach--and in love for Brendon and Loni.

Duane has written a rock opera based on Franz Kafka's "Metamorphosis," and he wants Brendon to direct. But the collaboration has a few bugs.

Brendon decides to add some comic relief to his documentary about Melissa's grandfather, but nobody is laughing.

Brendon signs up for an acting class, and Paula teaches at an adult education center. Brendon tries to take control of his class while Paula almost loses control of hers.

Brendon wants to buy a fisheye lens, but the Smalls are on a budget. He is forced into the working world when his mother refuses to extend his line of credit.

The new school nurse has everyone's attention. Coach McGuirk and Jason eye her as a love interest; Brendon sees her as his ticket to getting out of class.

Coach McGuirk decides to buy a condo, but getting approved for a mortgage proves to be difficult. He probably shouldn't have moved out of his old place until he found a new one. Meanwhile, Brendon decides to make an educational film for kids.

Brendon gets hit by a car while riding down the wrong side of the road on his bicycle and ends up with Coach McGuirk representing him in court. Meanwhile, an old "friend" of Paula's from college pays an unexpected visit.

Brendon, Melissa and Jason win local filmmaker awards. In an interview for the local news, the anchor asks Brendon about his family, which triggers a sudden curiosity about his dad.