Phil pushes Jay to go out with him and fly his new model plane. While Manny takes time out to play with Luke, Gloria accompanies Alex in shopping for a dress. Later on, Manny ends up having a heart-to-heart talk with his sister Claire.

When Phil and Luke embark on a discovery expedition underneath the house, Phil tries not to let his fear of the dark and of creepy crawlies get the best of him. Meanwhile, Claire takes a nervous Haley to the DMV for her driver's test, Manny's sudden illness before a friend's amusement park birthday party makes Gloria suspicious, and Cameron and Mitchell invite Lily's pediatrician over for what turns out to be an anxiety-ridden brunch.