Kristina pulls up to school at the end of the day to find Max on the front lawn, hanging out with his new buddies from the Math Warriors math team. The biggest kid, Louis, asks Max a question, then nudges his buddy as Max goes through a particular series of movements that help him concentrate. Even though Max has no idea he's being made fun of, Kristina's instantly hip to Louis' M.O., and she doesn't like it, not one bit. Over at Zeek and Camille's, Sarah's shocked to open Drew's report card to discover that he got a D in math - Drew always does great in math! Sarah's worried - it's Drew's junior year - but Camille tells her it's only one grade.
Heading out for the day, Adam notices Crosby and a scantily clad Rachel sitting at the piano and sharing a set of ear buds. Adam has news; he just rented the studio for the rest of the week to a guy named Arty Party, who records environmentally themed kids' music. And Zeek will blow his lid if Crosby's late for charades tonight, so shouldn't he get going? Adam's right; charades is a serious game for the Braverman clan, and Zeek runs his game like a pit boss. Drew and Amy escape upstairs as Sydney takes her first turn at bat. Sydney starts out confident, but she hasn't quite grasped the no-talking rule. Finally, she tells everyone that she was trying to act out "The Lion King." When she's told to take a seat and try again on her next turn, Sydney quits, threatening to never play another stupid Braverman game again, then knocks over a bowl of popcorn on her way out.
Early the next morning, Zeek knocks on Joel and Julia's door. He's run all the way over to tell them they're coddling Sydney. She thinks it's her birthright to win, and now it's beyond time for her to learn how to lose. She doesn't need confidence, she needs humility. Meanwhile, Kristina questions Max about Math Warriors over breakfast. Max claims it's excellent because he gets every question right, and Louis is his best friend in the group. He always asks Max questions, and Max is so much faster than he is. Sometimes Louis and the kids laugh, but Max thinks it's because he's so fast at getting the right answers.
Adam finds Crosby sitting in the booth having a flirty conversation with Rachel at Arty Party's expense - while recording him! Adam asks Rachel to resume her position at the front of the house, and Crosby takes the blame. He got bored, so he asked her to join him. After she leaves, Adam lays into Crosby. They're very lucky to have Rachel, and Crosby better not be doing to her what he did to Gaby... It's not long before Arty Party is throwing stuff at the window to get Adam and Crosby's attention. Is he supposed to sing, play and engineer the recording on his own? He wants more focus, more level on his headphones and some Fiji water. When Crosby offers him the environmentally conscious option of tap water, Adam steps in, promising Rachel will run out to pick up whatever's needed.
Sarah's surprised to find Amy lying in Drew's arms on the bed. Sarah wants to talk about Drew's report card, so Amy beats a hasty path for the door. Sarah's even more disappointed when Drew seems nonplussed about his D and picks up the phone to text Amy, claiming he wants to make sure she got home (across the street) safely. It's not long before Sarah's voice is raised in exasperation, and she's tossing Drew's phone aside. The only explanation for his D has to be Amy, and Drew is only to see her on the weekends.
The next morning, Joel's upset. He's pretty sure Zeek's right - they've never let Sydney lose a game. Julia's not bothered because she knows that her dad is obsessed with the idea of a "pure game." She's not going to raise Sydney that way. Nevertheless, Joel's convinced that Sydney's a spoiled brat. Drew stops by the coffee house to tell Amber about being grounded. Amber thinks it's cute and reminds that there are always options. After all, Sarah works at night and lives in a separate house. He can plan out his trysts with Amy when Sarah's at work.
Kristina calls Adam at work. She wants to see Dr. Pelican to talk about Max and the math bullies. She's not happy to learn that Adam has been talking to her while Rachel's in the office. After hanging up, Adam sits Rachel down for a little talk. She's been exceeding their expectations... but just because it's the music business, Rachel doesn't have to dress in a particular way. For her part, Rachel loves her job, and she loves the freedom to dress however she wants. Claiming he gets it because he has a daughter, Adam has clearly failed to articulate what he's trying to express. Meanwhile, Amy and Drew make out in front of his grandparents' house, keeping a sharp eye out for Sarah. Amy thinks Sarah hates her, but Drew assures him that everyone loves her, including him. And to his delight, Amy says, "I love you" back.
Drew sneaks back upstairs to find Sarah waiting for him on his bed with a few simple words: no phone, no internet, no Amy. The next day, Rachel welcomes a big manager named Gavin to The Luncheonette, and he's pretty impressed by both the studio and Rachel. After school, Joel sits down for a serious game of Candy Land with Sydney and a little talk about winning and losing. Games are supposed to be about having fun! On the losing side, Sydney's sullen, and when she does lose, she immediately accuses Joel of cheating. Joel holds the line, so Sydney goes wild, throwing the game cards in her dad's face and smacking him. Furious, Joel hauls Sydney up to her room for a time-out.
Adam and Kristina watch Max compete with the math team. Clearly, his mnemonic antics and always getting the answers correct are bothering his teammate Louis. After the meet, Louis seeks out Max to ask him a question, making the other kids watch as Max "freaks out," while Adam and Kristina look on. Once the other kids get a good look at Max, Louis leaves; he's not interested in Max's answer. After work, Julia finds Joel leaning against Sydney's bedroom door. Sydney's still yelling and screaming, so Joel's going to take off. It's Julia's turn. Oh, and Zeek was right, Sydney is a sore loser. Julia gets a bottle of wine and a laptop, battening down the hatches for a long night of riding out the tantrum.
Back at home, Kristina lays into Adam - something needs to be done about Louis, and it's urgent; it needs to be done now. Adam's phone rings with an urgent call from Crosby. Telling Kristina she's overreacting, Adam heads out to the studio. On a date, Sarah tells Mark about the Drew situation, surprised when he gently tells her that there have to be other ways to get her message across without taking away Amy. He may not be a parent, but any time he tries to discipline kids at school, they just get angry at him and don't learn anything. He's seen Drew with Amy around the halls lately, and Drew really seems to be opening up. Besides, keeping a 16-year-old kid away from his first girlfriend is a tough job. When Sarah wonders if this is their first fight, Mark's ready to say it is, so they can get right to making up.
Adam returns to The Luncheonette to find Crosby and Rachel playing music. So what's so urgent? Gavin called. He wants to book the studio for an entire month, record with all his artists and make The Luncheonette the single best recording studio in the Bay Area. They'll be working around the clock. So the urgency part comes from the amazing bottle of tequila they bought to celebrate. When Crosby leaves to get glasses, Rachel jokes that it's a good thing she left her turtleneck at home. Adam awkwardly tries to explain what he was trying to say the other day. Rachel doesn't have to trade on her looks, and she doesn't have to flirt with every guy who comes into the studio; she has so much more going for her. Adam insists he'll only have one drink, and then he's leaving.
Late that night, Sarah bumps into Camille in the kitchen and asks about Drew. All these recent direct acts of defiance from him feel so strange. Camille takes the opportunity to unburden herself. She doesn't work here, and she's not a watch dog. She has a life, and she's not going to spend it sitting on the front porch watching who's coming and going. Sarah may think she asked Camille to watch Drew, but it comes across as more of a demand. There are certain things she wants Camille to help her with automatically, and then she doesn't want to hear what she has to say about other things. Camille's getting tired of it. Julia's tired too. When Joel finally returns home, she admits that maybe it's too late for Sydney. They ruined her. Joel helps her off the hallway floor and into the bedroom where Sydney's finally passed out. Everything's gonna be fine.
Back at The Luncheonette, Crosby's cranking up the tunes and getting his groove on, and the tequila's flowing. Luckily, he's going to spend the night. When Adam starts to bust a few of his moves, Rachel claims it's time for her to go home, and she's going to take the bus. It's raining, so Adam insists on driving her. Her neighborhood is sketchy, so he insists on walking her to her door as well. Rachel stands in her doorway, apologizing for dressing provocatively sometimes and thanking him for noticing that she's smart. She always makes sure that people notice her rack first. Adam's a good boss, and she doesn't mean to be such a basket case. When he asks if she's okay, she gives him a big hug, finished with a kiss. All Adam can say is, "I can't..." Luckily, Rachel scoots inside and shuts the door.
The next morning on the way to school, Adam tells Kristina that Crosby was having a billing emergency last night - no word about the tequila, or the recording contract, or the kiss. When Kristina spies Louis pestering Max, she jumps out of the car to introduce herself. Max may not realize what's going on, but she does; and it needs to stop. She's got her eye on Louis. It's all over before Adam knows what happened, so he high fives Kristina and puts his foot on the gas.
Joel and Julia stop by Zeek's, for a play date with Jabbar. Ironically, Zeek has a chess game set up, and Sydney accepts the challenge. Joel, Julia and Jabbar watch on tenterhooks as Zeek checkmates Sydney. Everyone's relieved when she sticks out her hand and congratulates Zeek on a good game - and invites him to play again! Upstairs, Sarah visits Drew with a tub of ice cream. She's trying not to start off what she has to say with, "Someday, when you're a parent..." Nobody tells you that there comes a day when you're supposed to let your kids go and trust they can make good decisions. Sarah overreacted, and Drew can see Amy; and yes, she will try to bribe him with ice cream. It's awkward at The Luncheonette in the morning. All Adam has to tell Rachel is that he loves his wife, which she admits, she well knows.