Randy busts into the motel room, demanding that Earl drive to Joy's and punch her in the face. Over time, Randy has invested lots of time and money in the Crab Shack's claw machine, but every time he wins a cute stuffed animal, Joy bullies him into giving it to her. This last time he won a fancy bird dressed up for a wedding and the loss has put Randy over the edge. Earl points out that Randy is 32 years old, and it's time he learned to stick up for himself -- Earl's not going to protect him anymore.
Randy's scenario reminds Earl of #32 on his list -- bullied Wally Panzer. Right before high school, Earl's parents made a last-ditch effort to fix him with Catholic school. Knowing that the new kid usually gets picked on, Earl immediately looked for someone lower on the totem pole than him, settling on Wally, who skipped around, catching butterflies. When Earl pounded Wally's head into a butterfly, killing it, Wally ran off screaming, giving birth to his new nickname, Wally Pansy.
Even though Earl was kicked out of Catholic school, his legacy lives on. Luckily, Wally's name is so unique that Earl has little trouble finding him in the phone book. The only trouble? Wally is now a hulking, somewhat angry weightlifter. When Wally asks if Earl saw his ad in the Pennysaver, Earl concurs, claiming his name is Cliff. Wally races off to get his belt to inflict some pain, scaring Randy, who thinks he's about to get spanked. He figures Earl's scared too, since he forgot his own name. Earl explains he didn't forget, he's just busy figuring out how to cross Wally off his list without getting killed.
As karma has it, Wally thinks Earl answered his ad for a weightlifting partner. Now Wally's making up for childhood torture by punching Earl in the face to get "pumped up." While Earl does his best to survive Wally's workout, Randy befriends two huge guys, Kyle and Marcus, and tells them about his bully -- Joy. The guys explain that it's all about confidence. What Randy needs is pure shark adrenaline, injected directly into his scrotum. Not quite understanding what's at stake, Randy opts for the injection.
Earl spies Wally checking out the gym's trophy case, full of bodybuilding awards for the Mr. Camden contest. Wally pooh-poohs Mr. Camden: it's stupid pansy stuff, and besides, it involves some things Wally's just not willing to do, like shaving every part of his body that's not covered by tiny pants. Realizing Wally has never been able to shed his childhood humiliation, Earl concludes it's all his fault. Earl offers to train for the Mr. Camden competition as Wally's partner. They'll shave, tan and oil each other up, but not talk about it. Pumped, Wally opts in.
Just like Kyle and Marcus promised, the shark adrenaline starts to affect Randy's attitude. When he wins a floppy puppy at the claw machine, Joy doesn't stand a chance. Having already consumed a week's worth of juice, a crazed Randy runs off to get more. Meanwhile, Earl and Wally gingerly commence body shaving using female disposable razors, since they're better for contouring. Wally is just getting pumped when Randy smashes in to call them both pansies -- especially Earl, who's too chicken to tell Wally his real name!
Earl runs for the bathroom, but an enraged Wally punches through the door and drags him out. Earl tries to explain about his list, but Wally throws him through the wall into the next room over. Discovering that Wally has busted his favorite wall, Randy pounces on him and a mammoth brawl spills over the side of the balcony onto a truck, then down into the parking lot. Earl tries to break it up, but Wally traps him in a pool net, which he can't get off. As the epic battle progresses through the streets of Camden, Earl realizes that he's created two monsters, and drives off to stop them.
Wally and Randy crash through the door of the Crab Shack and proceed to smash it to smithereens. When Wally smashes Randy against the claw machine, now empty, he spies a flyer with a picture of Joy holding all the stuffed animals. Screaming "She's got my babies!" Randy rushes over to Joy's to break her phone against his head. Chastened, Joy hands over the big bag of stuffed animals, all except for the fancy bird dressed up for a wedding, which she's given to Earl Jr. Refusing to leave without it, Randy snatches the bird away, and Earl Jr. breaks down in tears.
Somewhere in the fog of all that shark adrenaline, a child's tears turns out to be Randy's Kryptonite. Realizing that he's just inflicted the same pain on Earl Jr. that Joy has been inflicting on him, Randy is about to atone for the error of his ways when Earl mows him down with the Ranchero. Earl apologizes for turning Randy into a monster. He is a sweet, sensitive, gentle guy, and that's good. Earl should never have tried to change him.
Although Earl's words go unheard by Randy, who's unconscious, they pierce Wally's heart. He used to be sensitive too. Earl apologizes for bullying, and somehow, after everything that's happened, Wally is no longer afraid of being his entire self, even if some people think he's a pansy.