Max wins an award at school for being the most improved special ed kid. Angie rewards him by taking him to Disneyland. George doesn't want to go because he doesn't want to see what he missed as a child. Then he changes his mind and he goes with Benny and looks for the rest of the group. They meet at the tea cup ride. Meanwhile, Mel's son Zack falls for Carmen and follows her to Disneyland. George doesn't want the two to see each other. At first, Carmen doesn't like Zack because of what George said about him, but he buys her jewelry and she falls for him. At the end of the episode, George goes to Disneyland again by himself.