Mr. Shorofsky finds Bruno a job as a waiter at "Caruso's," a coffee house where he is free to play his music. After settling their feud with a fist fight, Leroy works with Christopher to improve Chris' dancing skills after Miss Grant decides to downgrade him to a different class.

When Christopher is challenged to a boxing match by Keach Howard, the last man he defeated, and refuses to fight, Keach beats up Dwight in an effort to make Donlan change his mind. Meanwhile, Leroy becomes a mentor to Billy Hall, a fellow dancer in Miss Grant's class in whom Leroy sees a lot of himself.

Love is in the air as Bruno unwittingly falls for Lisa Connors, a student-teacher for Mr. Shorofsky, and Morloch expresses a romantic interest in Ms. Sherwood.

When Morloch learns about Leroy's previous track success, he tries to persuade him to go for a college track scholarship, much to Lydia's dismay. Meanwhile, while doing character research for a role as an elderly woman in her acting class, Doris finds an older man falling for her.

When Holly's mother moves in with her, she finds that her mom is getting in the way of things. Meanwhile, when Danny tries to hypnotize Leroy and Christopher, Mr. Morloch is inadvertently put under a post-hypnotic spell, leading Ms. Sherwood to have some fun with it.

Caruso's landlord threatens to turn the coffee house into a parking lot unless Bruno gets his young opera singer friend accepted into the School of the Arts. Meanwhile, Mr Shorofsky has a secret meeting with Mrs Berg.

A substitute teacher filling in for Ms. Sherwood tries to keep her past as a singer a secret, but Dwight remembers her from his childhood and is determined to find out why she stopped singing, enlisting Mr. Shorofsky's help when he learns the truth.