Exasperated with the unruly boys, a pregnant Lois dreams of what life would be like if she had daughters instead - but it turns out that the imaginary Mallory, Renee and Daisy would have been even more of a handful than her sons.
After discovering from the last episode that she was pregnant again, Lois struggles with the morning sickness while Hal helps her, during which he raises the question of if she'd rather have a girl or another boy. Soon there's a fight between Malcolm and Reese over a pen, while Dewey yells at them for breaking his new toy. While the boys fight, Lois begins imagining that they were girls named Mallory, Renee, and Daisy. Mallory asks Renee to not touch the pen. Renee thinks she's just being silly because she just wants to use it to do homework with and Daisy encourages her to tell the truth. Mallory reveals that there was a boy in her class who had a crush on her and chewed the top of the pen before dropping it on the floor. Renee apologizes for her insensitivity and hates being born dumb because her head would be useless without her great hair. Mallory tells her that she doesn't have to be a genius because she's sweet and thoughtful and it's what counts. She, Renee and Daisy reconcile, but the fantasy is broken when Malcolm decks Reese. Lois is furious and yells at the boys again for misbehaving.
Sometime later while preparing to go shopping, Francis calls Lois for a favor because he has a $20 bet that one of his Mad TV Magazines says either Stagnum PI or Magnum PU. She doesn't have time to deal with him and hangs up. In the car, the boys continues to complain about being forced to go shopping for clothes they have no interest in trying on and money wasted on them. Lois points out that the boys always ruin everything they own and doesn't want them reusing old clothes. While honking the horn for Hal to hurry up, Reese points out that she could always measure the boys. He mentions that he's a medium and loves blue. Malcolm agrees, mentioning that Lois is taking them to go shopping for clothes they don't want to try on for everyone who hates the family so much and the boys wants to stay home to watch cartoons. Annoyed, she switches back into her fantasy world where Mallory, Renee and Daisy are well behaved. They're just as excited to go shopping as she is. Renee asks Lois if she can go to the jewelry section at Hannigans to look at earrings. Daisy points out that she had asked their mother earlier if she can help look at tops for her. Mallory comes up with a great idea to make their shopping experiences more enjoyable. She suggests that Renee and Daisy takes the first floor at Hannigans and she can go shopping with Lois on the next floor up to buy clothes. They can meet up at the pretzel place every 45 minutes to figure out what they want to get. Lois asks the girls to calm down because they shop 5x a week. The girls are happily hurrying Hal to get in the car and take them shopping. Lois' family snaps when the real Hal snaps at the boys and tells them they're going shopping whether they like it or not. Malcolm, Reese and Dewey continues to complain while driving her nuts.
At the mall, Hal tries to figure out what kind of present Lois wants for Valentine's Day because she won't tell him. He tries to think up of a hat, but she doesn't want one. In the mall's food court, Lois orders only a salad for herself and three chili burgers for the boys. While sitting down, Dewey is playing with his toys taunting Reese's busted lip at Malcolm's hands. Soon Lois shows up and the boys take the chili burgers from the tray and ravenously eat them. Going from back and forth with her fantasy, Lois is having a salad lunch with her angelic daughters, while an obese Hal caters to their needs. While the real Hal finally sees a foot spa and wishes to buy it for her, but the place selling it is out so he tries resort to stealing, but finds himself with the wrong bag every time.
At Hannigans, a sale is going on and Lois is once again struggling to tell the boys to try on new clothes. However, they refuse because they still think it's a waste of time to look nice for people that hate the family. Meanwhile, Reese meets a social worker named Karen and tries to lie to her about his bruise. However, she catches Lois threatening him to try on new clothes or else he will be grounded. Reese could only nod his head fearing the worst. Karen has seen enough and is convinced that Lois is abusive to her children. She decided that wants answers from Lois for her poor parenting. Malcolm and Dewey try to convince Lois to leave but she is aware of their schemes and they aren't going to suddenly have term papers due or develop stomach cramps. Malcolm angers her by declaring that he and his brothers don't need new clothes and can live off of the Lost and Found. He believes they have better selections than what Lois has in mind. She switches back into her fantasy world and that her daughters found some good sales. Mallory has a nice red sundress marked down to $30 and they're both happy. Renee appears with Daisy and mentions that they snuck under the tables to find some nice sales that the people who work at Hannigans were planning to put there for tomorrow. Lois is impressed by the girls' efforts to buy new clothes for the school year, unlike in her real life where the boys are giving her a hard time by complaining against it. They soon notice Jason, a boy that Mallory has a crush on is looking for her. Noticing this, Lois tells her that she won't be insulted at all if she wanted to go with him for some ice cream. Mallory passes on it and tells her they'll be treating her instead. She, Renee and Daisy all decide on helping Lois pick clothes that will look great on her.
Soon after Dewey tells Malcolm since Malcolm decked him, Reese is no longer the alpha male. An old lady cuts in line in front of Malcolm and Dewey. Soon Reese shows up and is back to normal. He goes back to one of his favorite past times: bullying the elderly by taunting her which get them into serious trouble. Soon enough Lois is cited by Karen, who works for Child Services, assumes she is an abusive parent, asking her when the last time Reese saw his father. Soon Hal shows up, telling her the family must leave at once because the police were called in by the security guards for stealing another patron's shopping bag. Lois is forced on the run out of the mall with Hal and the boys, while Karen is further convinced of both her and Hal's abusive nature.
Going back into her fantasy world one last time, Lois, Mallory, Renee and Daisy are enjoying themselves trying out new clothes. Karen notices how happy she is and praises her for being a good parent to her daughters. She soon tells Lois about the horrible families that she must deal with on a daily basis. However, Lois soon discovers the negative side to having girls when she learns that Renee is a promiscuous bad girl and is revealed to be pregnant by Jason from Daisy. Mallory is furious because she had a crush on him for a while. Renee defends herself by claiming she did this to spite her younger sister for using her hair brush without her permission. Lois is horrified when she learns that Mallory despite being an intelligent free spirit is actually a spoiled, self-absorbed and egotistical brat who is on a clandestine diet. Daisy is a master manipulator in taking advantage of her own sisters. Lois is further horrified and tells the girls they were supposed to be easy. However, Mallory tells her off saying that she's the one that's easy. Daisy agrees and mentions that unlike Hal, they can take advantage of her because they know how overbearing and controlling she is. As girls, she and her sisters know Lois' tactics and utilize them against her. Her fantasy becomes a real nightmare when her eldest daughter, Frances, appears before her. Like her male counterpart, she dropped out of college and married a trailer park husband (a male counterpart to Piama). Frances also mentions that she has been working as a stripper at a strip club and obviously blames Lois for ruining her marriages by being an overbearing control freak. She becomes horrified by this because Frances proved that her fantasy life isn't as different as her real life. Lois pleads the girls to behave themselves once more. The girls are annoyed and gang up on her. They proceed to blame Lois for every one of their own problems in the same way the boys have done during the episode. She snaps out of her fantasy world for the last time, having realized that girls are much more difficult to raise than boys. She knows that much because boys can be mischievous and destructive, while girls are manipulative and shallow. For the first time in her life, Lois realizes that having boys are slightly better than having girls. With sons, she can be the stern disciplinarian she is. With daughters, Lois will likely lose to them because they know her tactics and can use them against her. She runs with Hal and the boys out of the mall.
At home, Lois is pleased with Hal's gift: a new yellow garment for the baby, which he finally settles on. The boys are well-behaved for once and have thoughtfully bought Lois a heart -shaped box of chocolates for Valentine's Day. Lois is happy with both gifts and thanks them as they all run off for some basketball practice. Once the family is out of earshot, Lois looks down at her belly and, despite everything, states that she hopes the new baby is a girl. This proved she hadn't learned her lesson from the horrible experience she endured when her four daughters blamed her for every one of their problems or possibly because she wants to experience the challenge of raising and managing a daughter.
- Jane Kaczmerek as Lois
- Bryan Cranston as Hal
- Christopher Kennedy Masterson as Francis/Frances
- Justin Berfield as Reese
- Erik Per Sullivan as Dewey
- Frankie Muniz as Malcolm
- Lisa Foiles as Mallory
- Mimi Paley as Renee
- Jeanette McCurdy as Daisy
- The "Blue's Clues Game: Think & Play The Blue's Clues Way" is on the boy's dresser.
- This episode won an Emmy Award for Outstanding Single Camera Picture Editing for a comedy series.
- This episode features gender bent versions of the four, current Wilkerson boys.
- This episode is considered the most popular Malcolm in the Middle episode, alongside Bowling in the second season.
- This is the first Valentine's Day themed episode.
- Most of the episode was shot at the Westfield Fashion Square shopping center.
- The concept of this episode was developed by an 11-year old.
- Christopher Kennedy Masterson, who plays Francis, plays his female counterpart in this episode, while the other three boys got different actresses to play their female roles.
- He is also the only character who kept his name as a girl because Francis is a unisex name. However the spelling, Frances, is a girl's name.
- Originally, Sarah Wright was supposed to play Frances and her portrayal was supposed to be a lot worse than Masterson's. She blames Lois not only for chasing away her boyfriends, but also her failed marriages, tried to kill her on numerous of occasions, works as a hooker and is also pregnant by her latest husband, Pablo. She would later played Vicki in Secret Boyfriend.
- Malcolm said an alike Fight Club movie quote "You're dragging us to a place That we don't like, to buy clothes we don't care about, For money you don't want to spend, To look nice for people who hate our guts."
- Although "Reese" is a unisex name, the name of his female counterpart changes to Renee.
- Renee is revealed to be pregnant in this episode. This means that even though Reese stayed a virgin throughout the entire series (reaching the age of 19), his female counterpart lost her innocence while she was a teenager (at the age of 16).
- Despite sharing Reese's lack of intelligence, Renee is revealed to be a music genius and likes being in band. This is in contrast to Reese who is a culinary genius.
- Frances was married to an old man who lived in a trailer park named Pablo. Although he looked nothing like her, Pablo is probably the male counterpart of Piama because of their similar sounding names and with them playing the exact same roles in the lives of their Spouses.
- Originally Pablo was to be played by J.D. Pardo. While supportive of Frances, he was much more aggressive and insulting to Lois
- It's revealed that Frances blames Lois for ruining her life by chasing her boyfriends away and her failed marriages. This is a nod Francis who had been blaming her for ruining his life.
- In this episode there is a brief allusion that Reese has color blindness problems, when Reese is saying that he doesn't want the pink shirt, that he don't wear pink, Lois only says that the shirt is red, but Reese is still arguing, so Lois just ignores him, and annoyed, only says that she will go to get another, moving away from the place and without both be aware of Reese's problem.
- Renee doesn't seem to have this problem in her fantasy, although she is angry that Lois is making her choose.
- This episode reveals that Lois' favorite kind of chocolate is coconut.
- Lois imagining Hal in such a negative light in her fantasies is possibly a nod to how she views herself physically in reality and possibly considers herself unattractive (maybe due to her pregnancy at the time) and is secretly depressed over the fact that she is the only female in her family (The events of this episode show she strongly desires having a daughter and has shown displeasure being outnumbered by the boys). The episode "Malcolm's Job" even shows that Lois is a secret smoker when she is at work, a nod to Hal in her fantasies smoking as well. However, Lois is nowhere near as obedient to her boys in reality and is the one who dominates them.
- Lois maintains her domineering personality in her fantasy verse. However unlike the boys who get sacred quickly when she is mad at them, the girls shows the opposite to that. Since they know Lois' tactics very well, they can take advantage of her by blaming her for every one of their problems. In turn, the girls can break her spirit and make her subservient to their own needs.
- While being obese, Hal is nowhere near protective of the girls like Lois is to them. He retains the goofy, fun-loving father he is. It's also implied that the girls love Hal more than Lois due to her controlling ways.
- Out of her sons, only Francis and Jamie has been able to break Lois' spirit when they were younger. They were able to beat her on their own by being out of control and wild.
- Although Reese was able to beat Lois and leave her at a loss of words in disciplining him by acting indifferent, he still does get beaten by being banned from the kitchen by Hal.
- Despite Lois realizing that having four daughters wouldn't be any better for her than having four sons, she still wished that her next child would end up being a girl.
- It's also the first time, Lois realizes that having sons are slightly better than having daughters. With sons, she can be the stern disciplinarian she is to them. With daughters, Lois will likely lose against them because they know how overbearing and controlling she is.
- Despite being a free spirit, Mallory has shown that she shares Malcolm's egotistical and self-absorbed nature.
- The difference between the two is that Malcolm uses it to blame everyone for his miserable life and uses his smarts as proof. This has caused him to lose friends and be hated by his own peers including his brothers. Mallory uses the egotism to cause others pain so she can get what she wants. She isn't hated by her sisters and has a decent social life.
- Another difference is that Malcolm has shown that he does think about the consequences for his egotism and self-absorbed nature and has apologized for it. On the other hand, Mallory doesn't think about the consequences of her behavior in causing others pain and hasn't apologized for them
- Child Protective Services conducts several assessments on the safety of a child to determine whether abuse or negligence has been committed. In the case of the Wilkerson family, if Karen were to learn of the negligent and the abusive history of Lois and Hal with Malcolm, Reese, and Dewey, then an allegation of child abuse would be reported by her, resulting it to be passed on to law enforcement. Next, CPS can remove the boys permanently from Lois and Hal; therefore, they would no longer have any rights or responsibilities towards them. Next, Malcolm and Reese would become legally emancipated through a court proceeding, as for Dewey he would be placed under protective custody, and then be transferred to CPS which would place him with a relative (ex. Lois' sister Susan), suitable other (ex. Francis and Piama), or in foster care.
- Although it's likely that Dewey will end up living with Francis and Piama due to them being the closest relatives he has.
- If you watch when Reese is saying that he doesn't want the pink shirt, the back view shows he has a plaid shirt on top, but when they show you the front view, it isn't there.
- Mallory: And if we gets shoes, we can get yogurt in between.
- [Lois opens her eyes to see Renee, Mallory and Daisy excited to go shopping.]
- Renee: Mom, will you help me pick out earrings.
- Daisy: No, she's going to help me pick out tops.
- Mallory: You know what we should do. You two (meaning Renee and Daisy) take the first floor and we'll (meaning her and Lois) take the 2nd floor. And we'll meet up every 45 minutes at the pretzel place to see what else we need to get and then...
- Lois: Girls. Girls, calm down. (Mallory, Renee and Daisy happily behaves) We do this five times a week. You think you'd be bored by now.
- Hal:[lays down the law] All right, that's enough. Now we are going shopping and that is it.
- [Reese, Malcolm and Dewey continues protesting against shopping and stressing Lois out]
- [Lois switches back to her fantasy world where she faces Mallory, Renee and Daisy at Hannigans.]
- Mallory: Mom. Mom, there you are. (holds a red sundress) It's a $200 dress they marked down to 30. Om my God, this is like a dream.
- [Lois is impressed by the girls' efforts in her fantasy verse.]
- Renee: Mom, you would not believe this. I had Daisy sneak under the cabinets under the sales table. We found all this stuff they were planning to put out for tomorrow.
- Daisy: Yeah, we got all the clothes we need for the whole year.
- Lois: Good work, girls. Uh-oh, look who's here.
- [Jason peeks inside seemingly looking for Mallory. Lois noticed this and faces her]
- Lois You know I wouldn't be insulted if you wanted to go for an ice cream with him.
- [Back in Lois' fantasy verse, she and the girls are enjoying shopping. Karen appears and notices Lois very happy.]
- Karen: You must be very happy. You won't believe some of the families I have to deal with.
- Reese: [Appearing in the old woman's walker and causing her to be intimidated] You looking for a dance partner. You think you can do whatever you want. That people can't say or do anything to you because you're.... frail.