Malcolm invites Stevie for a sleepover, which Stevie has never done before. Malcolm tells Lois that he's staying at Stevie's house, and finds that Stevie's parents, Kitty and Abe, are extremely overbearing. Kitty insists that they do a puzzle instead of what they want, makes pizza without any sauce or toppings, and forces them to go to bed at 8:00 with sheets that are tucked in too tightly. She gives them exactly four minutes after she leaves to talk before "sleepy time." Abe, thinking he is a "cool dad," gives them an extra 30 seconds to talk. Malcolm and Stevie decide to sneak out to the arcade. When Stevie's wheelchair gets stolen and the lazy arcade security guard refuses to help them, he and Malcolm look around town and Malcolm uses other objects, such as a desk chair, a trash can lid, a shovel, a tire, and a shopping cart to help get Stevie around. At some point, Malcolm sees his dad coming out of an adult bookstore, but Hal mistakes them for homeless people. Malcolm and Stevie eventually find the hoodlums responsible for stealing Stevie's wheelchair. They chase them, the wheelchair is eventually abandoned, and they recover the chair. As they are making their way back to Stevie's, they notice that his house is swarming with cops. Malcolm abandons Stevie to face the punishment from his parents himself.
Meanwhile, in order to get Hal and Lois to let him stay up late to watch a scary movie, Reese is tasked with getting Dewey to take a bath and put him in bed. After squabbling with Dewey to take a bath and chasing him around the yard, however, he finds himself in over his head when he finds out how smart Dewey is. Hal and Lois use the time they would have spent putting Dewey to bed to have a romantic night together. Reese ends up being tired from trying to wrangle Dewey and falling asleep in the hallway while Lois and Hal are in the bedroom. Meanwhile, Dewey watches the scary movie that Reese wanted to see.
At Marlin Academy, Francis and his classmates are hazed by a group of senior classmen. He tells them off, thinking he is protected by his friend/bodyguard Stanley. After his bodyguard leaves to visit his nana who has a fever, Francis hides in the washing machine to escape the wrath of the seniors, but is found. He is tortured in a hazing ritual, but soon finds their ways too amateurish compared to the torture Lois puts him through. He tells the seniors all about what his mother has done to him and succeeds in scaring them and letting him go. They eventually adopt Lois' method for their future hazing rituals.
The show opens with the Wilkerson family about to take a family picture. Malcolm has sneaked in a picture of Francis so he wouldn't be left out, but he and Reese begin fighting about who gets to hold the picture. Hal wants a beach scene, but Lois, having enough of the fighting and the photographer not giving her a good deal in favor of an expensive one, orders everyone in their places to take the picture.
Malcolm goes to Stevie's for a sleepover and is horrified by how controlling and over-protective his parents are, especially Kitty. They sneak out and go to an arcade, but when Stevie's wheelchair is stolen they spend the rest of the night trying to figure out how to get Stevie around and hunting for his chair.
At Marlin Academy, Francis is being used as weights by Stanley until he uses the time to take a break. When he goes in the closet to get a snack, he finds Finley hiding in there. He tells Francis that he's been marked by a cult known as "The Brothers of the Apocalypse". He thinks Finley is being ridiculous because to him it's just a couple of seniors with limited to no imaginations. He tells Francis that's easy for him to say that because he has Stanley protecting him and isn't holding a doll head called "Poqito Cabesa". Finley refuses to come out of hiding and asks him to turn in his math homework for him. Soon the senior cult arrive to get him as Francis and Stanley talk about them.
At the house, Reese really wants to stay up late and watch a horror movie, but his mother challenges him to an arm-wrestle to prove that he's old enough to extend his bedtime. He loses miserably, and then tries to prove his maturity in other ways. Lois then decides to put Reese to the test and if he can give Dewey his bath and put him to bed, he can stay up late to watch a scary movie. Hal and Lois giggle at the impossible task that Reese now has, and decide to enjoy the little bit of alone time they'll have while their elder son struggles with their youngest.
At Marlin Academy, Stanley has just left to be with his dying grandmother and soon Francis is marked by senior class-men. At first, he's scared, but comes to find their ways of torture amateurish. Francis then tells them about the kinds of torture Lois put him through. The senior class-men now realizing that their ways of torture wasn't working and decides to try a new one. Replacing the picture of a tortured man in a straitjacket to that of Lois, the cult uses her ways of discipline to get the other students to do better in school.
Hal goes off to a pornographic bookstore to get some supplies, and actually passes Malcolm pushing Stevie in a grocery cart. However, he's so focused on the task at hand that he doesn't busts them outside the Kenarban house and gives Stevie some spare change and heads home. While Hal and Lois are romping in the bedroom, Reese is passed out in the hallway and Dewey is happily watching the horror movie in his pajamas.
All is well, Malcolm found Stevie's wheelchair and he's pushing him home. As they were coming closer to his house, Stevie says he's never been in trouble and is sort of looking forward to it. Malcolm is just hoping they don't get caught. Soon Stevie is a little horrified when he sees the many police cars pulled up at his house and Malcolm just disappears (possibly afraid of being busted by the cops and getting berated by Lois).
- This episode is Kitty Kenarban and Abe Kenarban's first appearances in the series.
- This episode is also the first appearance of Cadet Finley.
- Hal is revealed to have pupaphobia, the fear of puppets.
- Hannibal Lecter, from movies such as Silence of the Lambs is seen in pictures in the Marlin Academy "torture chamber".
- This is the only episode where Malcolm doesn't talk to the viewer.