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The young filmmakers are filming a new movie about a blind date. Unfortunatly, Jason keeps budding into the scene at the wrong time, which screws everything up. Then Jason invites Brendon to come over to his house for a sleep over. Brendon agrees, but only on one condition; they can't talk about buisness. Jason then bluntly brings up the subject at the sleep over, so Brendon leaves. At 4 AM, Jason calls Brendon... When Brendon shows up late at soccer practice, Coach McGurk grows concerned and then believes that Brendon is doing drugs. He trys to make the soccer team intervine, but only ends up making a fool of himself. Oh, and Jon also makes Brendon clean up a dog's crap. Brendon changes the script for the blind date movie, so that Jason is a main charecter. Melissa doesn't like this, and Paula makes Brendon change the script again. So the finished product has Jason and Melissa being the main charecters, and Brendon being the waiter. Meanwhile, Erik attempts to help Paula get a job. Sh

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.

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.

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, 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.

Brendon, Jason and Melissa attend Camp Campingston Falls for the summer, home to stifling heat and crappy music counsellors. Meanwhile, McGuirk's camping trip with The Crywalkers, a sensitive men's group, turns out to be not entirely about the free food.

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.

The camera does add 10 pounds, but so does bingeing 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.

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

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.

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?

When Brendon scores a lucky goal in a soccer game, he runs a foul 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 middle of doing nice things for people and changing their lives.

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.

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

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.

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.

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.

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 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.

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, 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.

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 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 invited to Fenton Muley'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 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.

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.

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).

Brendon documents his first fight on video.

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.

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.

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.