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Buseys Run Away is the second episode of season six of Malcolm in the Middle.


While Hal becomes the leader of a group of dim-witted bodybuilders, the Buseys runaway and rehome themselves in a tree near Dewey's home after he leaves their class. Malcolm and Reese are grounded by Lois for their fireworks prank at a new movie theater complex that opened, resulting in another of a long list of lifetime bans from the family. They attempt to entrap Dewey (who they believe ratted them out to Lois) in the bathroom, but are further punished by her.


In the cold opening, Hal looks around the living room for his glasses completely oblivious that they are on his forehead. He asks Reese and Malcolm if they've seen them but they say they don't know to continue their amusement. Malcolm states that Hal has been looking for his glasses for 2 1/2 hours and he has completely shattered his old record. Hal then decides to look in the car but can't find his keys forgetting that he is still holding them only making himself further exasperated.

One morning before school, Malcolm and Reese are fighting over deodorant. Malcolm reminds him that since Hal and Lois are still unemployed they have to make it last for an entire month and Reese is wasting it. Reese argues that he isn't wasting it but Malcolm then reminds him he wasted two inches of it drawing stick people having sex on the bathroom mirror. Lois comes in with the laundry and tells them to quiet down because Hal is in the middle of an important phone call talking to the boss he was interviewed by at a company. She tells Malcolm and Reese that she's finally going to be relieved when one of them finally gets a job.

In the kitchen, the phone call is proving fruitless as the boss explains to a disheartened Hal that he had hired someone who is not only brilliant, but also is more experienced and charismatic. The boss on the phone mentions that Hal has none of the requirements. He points out that he can't look past how incompetent Hal was with his previous job and trial. The boss asks Hal for suggestions on what to buy his new employee to welcome him to the company.

Back in the boys bedroom, Malcolm and Reese continues to complain how much they hate the family's financial problems until she silences the two older boys by cramming rolled socks in their mouths. When Dewey appears, she calls out to him. Assuming Lois is about to punish him as well, he grabs a rolled sock and puts it in his mouth himself. She removes the sock from his mouth and tells him that he's not in trouble. Lois informs Dewey that today is his last day in the Busey class and that she's had a long talk with his counselor, Mrs. Welsh, and has succeeding in getting Dewey taken out of the remedial class, having to spend hours explaining to her about Malcolm's sabotage on his test and convincing her that Dewey is completely normal. She warns him not to screw it up and waste the opportunity to enjoy a normal student's life in the regular class starting tomorrow and he reluctantly agrees.

After Hal hangs up the phone in anger Lois tells him not to worry about it. Hal says there has to be some kind of job he can get, believing there could be an increase in jobs as test pilots or advertising which he believes he could be good at. Lois is skeptical as Hal has no experience in advertising. Hal argues back that little jingles are constantly coming to him he then starts coming up with jingles about jam, banana skin and newspaper but Lois isn't amused by any of them. Hal states that he feels useless just sitting around the house all day doing nothing. Lois suggest that he take Jamie to the park since he never gets to do that and it's been a while since he spent some time with him. Hal agrees to spend as much time as he can with Jamie before he's old enough to be ashamed of him.

At school in the Busey classroom, Mrs. Welsh announces how proud they should all be of Dewey for being able to rejoin the mainstream class and what an amazing accomplishment it is. She then announces that his former classmates should take Dewey's achievement as an example and if they work hard, they can advance into the normal class like him and not be stuck in there for the rest of their lives and there will always be a chance for them to transfer over. As soon as she announces it's time for the class to say their goodbyes to Dewey they all make a beeline to him.

The Buseys do not take kindly to this news and try to convince him to stay explaining how their class has become better with his presence and they need him. Zoe asks him who will make the eyes stop following them, Chad reminds him that he takes care of them and thanks to him they got a microscope and a beautiful view (a picture of a sunset taped to the wall) and Hanson claims that their class has gotten better with Dewey in it since Chad hasn't bitten anything alive in weeks and he gets off his imaginary motorcycle for lunch. They beg him to stay but Dewey tells them as much as he'd like to stay with them, it's not his decision to make it's his moms. When the bell rings, the Buseys tries to enclose Dewey in a "Hug Jail" in their attempt to keep him from moving on. However, he crawls out past them and sadly leaves them behind with the beautiful view falling off the wall shortly after.

In the park, as Hal pushes Jamie along in his stroller, he encounters a group of dim-witted muscle-heads. Hal compliments how huge and shiny they all are. Nick, one of the bodybuilders thanks him but they can always be bigger and shinier. Hal questions if they're there all day with Nick stating as long as their disablity checks keep coming they can be. Another bodybuilder named Walt loses his keys down a sewer grate and cannot retrieve them since his fingers are too muscular to fit through the grid. Nick suggests if they punch the concrete around the grate will loosen the grate so they can pull it out. Hal assures them there is an easier solution, he grabs a stick and asks for the gum Walt is chewing. He befriends the group after using the gum on the stick to retrieve the keys astounding the bodybuilders who lift him up in gratitude.

Depressed over leaving his friends behind in the remedial class, Dewey starts playing a sorrowful tune from his keyboard on the bed. Worried over his depression, Malcolm and Reese tries to cheer him up by asking him to come with them to a new movie theatre complex that open and help them set up the fireworks so they can light it in there as a prank. Dewey isn't in the mood and asks the two to respect his decision. Malcolm and Reese assure him they are just trying to help and that it isn't a set-up. Dewey angrily tells them to leave him alone as they leave for the theatre without him.

The next morning, Hal comes into the kitchen telling Lois he is going to the park again, Lois commends him for going three days in a row. Hal states he is really starting a new chapter Lois's sure that Jamie enjoys it how then realize that Jamie isn't in the stroller and only two bottles of baby oil are. As he goes to retrieve him, he tells Lois that he'll pick up a case of more baby oil since they only have the two bottles left. Malcolm and Reese come into the kitchen after their prank proves to be a disastrous failure resulting in the boys' injuries: Reese with a bald spot on the back of his head and Malcolm with two of his fingers fused together with Lois saying she still has eight to punish to the bone. Lois isn't happy that their actions have resulted in the theatre being added to the already lengthy list of places they have been permanently banned from. She aggressively tosses their lunches in their faces, reminding the older boys to come right home after school and finish their homework or else she will set off some fireworks of her own on them, except in a place a lot darker than a movie theatre. After the two older boys leave, she pleasantly gives Dewey his lunch. He is suspicious and asks Lois if she's going to remind him not to lose his milk money or be nice to the crossing guard. She calmly says no as Dewey leaves for school realizing that if he doesn't misbehave then Lois will be nice to him.

At the park, Hal teaches the bodybuilders how to balance their checkbooks and explains to Nick the reason why it wasn't working before was due to him adding his address over and over again, with Nick believing that the address having so many words was odd. While walking to the car Hal tells Jamie about how much fun they had despite the fact that he was screaming when a bodybuilder named Carlo threw Jamie up in the air. Shortly after Hal realizes the bodybuilders are following him, he assures them all he'll see them tomorrow but they continue to follow him. After getting in his car Hal is exasperated when he finds his car won't start, until he gets an idea. The bodybuilders repay Hal by using ropes to tow his car all the way home.

Lois starts treating Dewey with much more respect than Malcolm and Reese, fearing that stressing him out will send him back to the remedial class. This special treatment from her does not go unnoticed by Malcolm and Reese. Especially one night while Malcolm and Reese are scrubbing the floor with toothbrushes as punishment for the movie theatre incident, Lois pleasantly bids Dewey good night, while he's reading a comic book she bought for him and tells him she made him a turkey and cream cheese sandwich for school tomorrow. After she leaves, Malcolm and Reese confront him asking why he isn't being forced to do any of the crap they are doing. Dewey states it is because he hasn't done anything bad for the last three days and explains that their mother doesn't yell at them because it's the only way she knows how to talk, she only punishes them because they do bad things. If they don't do anything, she won't get mad at them, asking if they understand that it's not her temper, it's their own reckless antics that lead to disciplinary actions. However, Malcolm and Reese completely ignore his explanation and decide that if they're going to suffer then they're taking Dewey down with them. Dewey resolves that he tried to warn them and if they want to dig themselves deeper into trouble they are on their own.

In the bedroom, Lois asks Hal why she's seems to be taking one less aspirin then usual and wonders why he's pacing so much. Hal gives her a hypothetical question what would she do if she found herself in command of a group of a dozen muscular strong men each with the power to rip a horse in half willing to blindly obey you. Hal thinks with that kind of power you'd need to do something noble and unselfish but not too expensive to prove that he deserves it. But realizes he could easily be led to the dark side and asks Lois that she needs to make him aware if she ever sees him laughing maniacally stroking a cat. Lois only stares in silence, clearly perplexed.

After Dewey has been in regular classes for a few days, Mrs. Welsh shows up at the house asking if Dewey has seen or heard from any of his former classmates. It seems the Buseys have all run away. Lois is in disbelief and is relieved that Dewey is out of that class believing the Buseys to be a bad influence on him. She then decides to bake him some cookies. Dewey feels guilty knowing that the only reason his friends would run away was because their class was unbearable without him in it. He goes outside and throws a ball until he is suddenly greeted by Chad hanging from the tree and is dragged up into the treetops.

It's revealed that the entire class has re-homed themselves in the tree in the front yard of Dewey's house. Chad tells Dewey that their class is horrible without him in and they took blankets and stole some food from a dumpster outside a restaurant as they all kept asking themselves "What would Dewey do?" Dewey questions whether or not he would've done what they did but emphasizes how crazy it is. Hanson asks him to come live up there with them. Zoe claims he'll need to be voted in by the squirrels but she'll put in a good word for him. Dewey tells them he's not living up there and neither are they and he is telling on them. But they tell him how much trouble he'll be in. Dewey questions what they mean before Zoe fake cries threatening to blame their defection on Dewey if he gives them up, the Buseys continue to live in the tree amidst the growing search for their whereabouts. Lois calls out to Dewey to come and get his cookies while the chocolate chips are still warm and melty.

In their closet, Malcolm tells Reese that they've lost Dewey and he has turned against them by feeding their mom information. Reese agrees how bad it is before Malcolm asks him if Dewey has any knowledge of his misdeeds. Reese panics knowing that Dewey might know of his lost dog scam, his rat baby farm or the mailbox he electrified. Malcolm decides they have to neutralize him by letting Dewey overhear them planning a fake prank that's so horrible Dewey will have to tattle on them to Lois, but when she shows up at the crime scene and waits hours for them to show up, Dewey will lose all his credibility.

When Dewey arrives home from school and goes into the bathroom, Malcolm and Reese plan to trap him by mentioning their plans for another prank in the neighbourhood's raw sewage plant. Malcolm and Reese then begin loudly talking negatively about Lois. Unbeknownst to them, Dewey only went into the bathroom to get toilet paper for his friends before leaving out the hallway door. Shortly afterwards, Lois enters the bathroom through her bedroom door and overhears Malcolm and Reese's plans for another prank along with talking badly about her and busts them. In addition to their grounding and the three weeks of household chores, she forces Malcolm and Reese to stand upside down against the living room wall with their heads in trash cans and are ignored for the remainder of the episode.

In the living room, Hal tells Lois how much he hates ab day with the bodybuilders because they always pull him in to judge always resulting in someone's tummy being too flat and someone always ends up crying. Lois then tells him about the missing kids from Dewey's class since there's is now an Amber alert for them on the news and how awful it is that they are probably scared and have no idea how to take care of themselves. Hal sees an opportunity for the noble deed he can do with the bodybuilders at his command and assures Lois someone is going to help the crap out of those missing kids, confusing her once again.

Hal then enlists his group of bodybuilders to help find the Buseys by taking to the streets and posting fliers on telephone poles (with the men being so strong they don't even need a hammer to nail the fliers up) and using brute strength to check the trunks of every car. Meanwhile, Dewey continues to feed and care for the Buseys and keep their location in the treetops a secret by delivering pizzas to them in the treetops, hooking up a garden hose to the bathtub faucet so they can shower and using a skateboard to fling stuff up to them such as popcorn for the microwave and the TV installed in the tree.

Weeks later, the Buseys have created a sanctuary for themselves in the treetops. Hanson tells Dewey that their next pizza delivery comes with a coupon, but Dewey interjects claiming that their charade had to stop since he hasn't slept for four days and they've been missing for so long they are now on milk cartons and everyone in town is looking for them, including the police, their parents and shiny giants in Speedos. Chad looks at his picture on the milk carton and realizes his mother was right that he does have crazy eyes. Zoe assures Dewey that the fairies watch over them. Dewey wonders if they have thought about what will happen in winter when the leaves fall of the trees and expose them. Hanson tells him that they thought of that and they're going to migrate south to another stretch of trees along Highway 8. They know they might lose a few kids to predators but they'll know that they died free.

After coming home after a failed search Hal asks the bodybuilders to rehydrate for another sweep of the neighbourhood. Dewey asks Hal after he's finished watering his men if he could get some advice. He explains his "problem" about having a big decision to make and a lot of people are counting on him to make the right choice without revealing exactly what the problem is. Hal informs Dewey that it's the one part of leadership that nobody mentions. At first you may think it's all just parades in your honour and strong men carrying you around in a palanquin. But when no one tells you about is the crushing responsibility. Having people follow your orders and asked for nothing in return except a general who can lead them to victory, and instead of leading them to victory, you just end up breaking their hearts.

Hal then senses failure to lead his group of muscle-men to find the lost kids, addresses the group and apologizes for his failure. They strongly disagree and offer that they themselves are to blame. While cursing their lack of progress Nick begins punching a nearby tree in frustration, which dislodges one of the kids (Chad) from the tree. Nick wonders if this means he is a father now.

With the kids being discovered, Hal and his group are credited with their recovery and interviewed by the local news. Mrs. Welsh admonishes the Busey's about their behavior, asking them why they ran away from the school and from their families. The Buseys have a change of heart and decide to spare framing Dewey for their actions. Instead they blame themselves and Hanson tells her "What do you expect?  We're creepy." Mrs. Welsh then suggests taking away the "things that get them over-excited" (such as recess). Dewey tries to tell Mrs. Welsh that it wasn't their fault and they don't deserve to be punished, but she tells him how it's not his concern anymore.

Seeing that the Buseys really do need him and how miserable his friends will be if he does nothing, Dewey realizes that he needs them too. Dewey concludes being normal was nice while it lasted and fakes a mental breakdown by going into a four o'clock alarm tantrum, ripping off his shirt and rolling around on the ground. Walt claims Dewey should do some work on his lats. Lois is shocked and angrily tells him to stop acting like that but Dewey refuses to listen and bites Lois' leg in retaliation. Despite her claims that he's normal and doesn't usually act like this Dewey then takes off his pants and throws them at her head while howling like a hyena. Mrs. Welsh is convinced his mental relapse is from the stress of being in the normal class too long. It results in Dewey's return to the special-needs class where he can be with his friends. Chad, Hanson and Zoe are all overjoyed that Dewey willingly sacrificed his chance at being normal for them. Lois is embarrassed by his behavior that after all she's done to get him out of the remedial class was all in vain.

The next morning, in the kitchen Lois tells Hal thst after being seen on the news, Hal is offered a new job and has to "break-up" with the body-builders. They do not take the news well, but tearfully accept Hal's news. Hal assures them that he's enjoyed their time together and is confident that they can stand on their own now. Nick asks if they ever do anything to help him out, when Hal realizes that they still can. The final scene shows Hal driving up to his new place of employment, his car being towed by 8 body-builders. The gate guard looks confused but Hal assures him they are with him.


  • Jane Kaczmerek as Lois
  • Bryan Cranston as Hal
  • Christopher Kennedy Masterson as Francis
  • Justin Berfield as Reese
  • Erik Per Sullivan as Dewey
  • Frankie Muniz as Malcolm

Guest Stars[]


  • James and Lukas Rodriguez as Jamie
  • Cameron Monaghan as Chad
  • Danny McCarthy as Hanson
  • Amy Bruckner as Zoe
  • Trisha O'Kelley as Mrs. Welsh


  • Christopher Lee Cook as Nick
  • Bob Cicherillo as Walt
  • Bill Timoney as Uniformed Guard
  • Aaron Brumfield as Bodybuilder 1
  • Rich Piana as Bodybuilder 2
  • Derek Cox-Berg as Busey Classmate 1
  • Katie Morrow as Busey Classmate 2
  • Raven Goodwin as Busey Classmate 3
  • Christian Boeving as Bodybuilder 3
  • Mariano 'Big Dawg' Mendoza as Bodybuilder 4
  • Claire Risoli as Reporter


  • The Wilkerson family earned another lifetime ban from a public place, this time it's at a movie theatre complex that opened in their town. However, it's the only time that they were banned off screen.
    • The last three times they were banned on screen were in Traffic Jam at Wavetown USA's Water Park due to violations incurred at the park (Malcolm and Reese fighting and Hal sneaking alcohol in the park), at a restaurant in Dinner Out (Reese and Stevie fighting, Hal and Abe's drunken debauchery and Lois and Kitty's loud arguing), and at Boomers Amusement Park in Forwards Backwards (Malcolm and Reese causing damages to two of their go-karts while ramming into each other).
    • Jamie would later receive his own lifetime ban from gymboree in the episode Lois Battles Jamie.
  • This is the final appearance of Mrs. Welsh.
  • Reese's punishment in this episode was for setting off fireworks at the movie theatre and since his involvement in the events of Dewey's Special Class weren't mentioned in the episode, only Malcolm was grounded for them.
  • Chad mentions that his mother Evelyn was right about him having crazy eyes. Evelyn would later appear in Chad's Sleepover.
  • It is unknown if Dewey was punished by Lois for ruining his chances of being in normal classes but it's possible he explained that he did it because he and his friends need each other.


  • While Hal was walking to the bodybuilders, a camera crew is very visible to the right. (widescreen only)
  • The shot of the bodybuilders towing Hal's car is in the 4:3 aspect ratio, in other words, there are black bars on the sides of the screen in widescreen.