Before leaving on his Atlantic City vacation with Uncle Leon, Pops decides to take a chance on Marlon and let him temporarily run the diner. Unfortunately, Marlon's half-baked ideas land him in hot water when he tries to make the diner more upscale and alienates the regular customers. With the diner heading toward bankruptcy, Shawn transforms it into a successful nightclub. When Pops returns he immediately shuts down the club -- knowing it is in violation of several laws -- then returns to Atlantic City with the club's profits.