When Earl meets a tough biker chick at a Halloween party, it looks like a match made in heaven--but when the costumes come off, the mismatch becomes apparent and Earl takes drastic measures to get out of the relationship. Now, years later, Earl must find a way to make amends for deceiving the girl.

When Earl is attempting to cross number 24 ("Stole a red 'Take-a-number' machine” ) off his list, Randy tries to get Earl to back down by trying to make him remember, through a flashback, how they got the machine around New Year’s Eve 1999. Darnell convinces the gang to believe that Y2K will signal the end of the world and they, happily, will be the last people on Earth.

Earl scratches number 56 off his list when he must return a prize winning cat back to its owner after sabotaging a cat show in Joy's favor. Meanwhile Randy forms an attraction with the cat’s owner.

Earl wants to use his birthday to look back on all the good he's done over the past year, but at his party, everyone seems to want to talk about his past misdeeds instead.

Joy enlists the help of Darnell to expediate the baby's birth. Meanwhile, Frank escapes from prison when Randy takes the convicts out for ice cream. Elsewhere, Catalina baby-sits Dodge and Earl Jr.

When Earl finds out that making up for all the bad things he did to women changes Billie's behavior to the good, he picks the worst thing he ever did to women on his list. Billie wants him to choose between her and his list. When he picks the list, she steals it and starts undoing the items he has already accomplished.

To cross Randy off his list, Earl takes his brother to cheerleading camp. Once there, the tight cheer pants and their lack of flexibility are not their only problem. They also have to deal with Kimmi Himmler, the camp owner with a deeply scarred face and milky eye - both a result of a badger accident suffered while cheering in high school. When Himmler wants the brothers out of her camp, Earl goes to drastic measure to make sure that Randy's cheerleading dreams will come true. Elsewhere, Joy is hurt when her son Dodge indicates that Catalina is the most beautiful woman in Camden.

Earl works on a list item that has to do with Chaz Dalton, his childhood hero. Meanwhile, Darnell tries to help Joy make friends using the internet.