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 (guest star Jane Seymour), comes to town and gets a surprising introduction to Buddy (guest star Rob Corddry).