Marlon returns home after a successful three-month tour in a musical starring Keith Sweat. But Shawn soon has to warn his little brother of fame's fleeting nature after Marlon's ego -- and debt -- explodes.

Shawn comes to the conclusion that all of his relationship problems can be traced back to the prom date who stood him up. Marlon helps Shawn reenact his traumatic senior prom after the elder Williams brother's fear of commitment causes him to lose yet another girlfriend.

Pops receives shocking news from a beautiful young woman who's been hanging around the diner asking a lot of questions about his past.

Marlon is hot on his first night as a stand-up comic, but jokes about Pops's cooking and Dee's love life cause the family to turn a cold shoulder toward the new comedian

Upset when he learns he's been hired by a high-tech company simply because he's black, Shawn dreams that he's J.J. Evans on his favorite show Good Times, with Grandma as Willona, Pops as James, and Marlon as Michael.

Marlon is on the receiving end of a number of childish practical jokes after Shawn's old high-school buddy Terrell returns. But Marlon thinks the biggest joke may be on Shawn, who keeps loaning money to his supposedly well-off friend.

At first Shawn and Marlon are afraid -- then they're petrified -- after a series of misunderstandings lead them to believe that Pops has just a few weeks to live. Gloria Gaynor sings ""I Will Survive"" in a cameo appearance.

Marlon's gonna get it -- ""it"" being a $25 million lawsuit -- after a tabloid prints a false story about him being the ""love slave"" of the En Vogue singers. En Vogue performs ""Let It Flow"" in a cameo appearance.

The Williams family is placed under police protection after Marlon observes a bank robbery and the culprit sends his big brother to deal with any witnesses.

Shawn's former boss Ted is released from a mental institution and plots revenge against Shawn for causing him to lose his job at an ad agency.

When the Williams family is chosen to compete on the TV quiz show ""Family Battle,"" Pops and Shawn try to improve their odds of winning by replacing the dim-witted Marlon with ""cousin"" Dee.

Marlon reluctantly steps into the ring with former boxing champ Hector ""Hot-Pepper"" Lopez after he brags about accidentally knocking him out at the gym.

When Shawn introduces Marlon to a beautiful woman, he fails to mention one little thing: her 7-year-old son. But Marlon forms an instant bond with the boy, prompting him to consider becoming both a daddy and a husband.

Dee's relationship with a shy dentist starts to decay thanks to Marlon and Shawn.

Marlon's dream of moving on up to his own place turns into a nightmare when his seemingly deluxe apartment starts falling apart, and he learns he can't get out of the 10-year lease he signed.

Marlon befriends a homeless man in order to study him prior to auditioning for a role as a vagrant in an upcoming film.

Shawn worries that his family will embarrass him in front of his girlfriend's wealthy father.

Shawn and Marlon get busted while scalping tickets at a Busta Rhymes concert, so they throw themselves on the mercy of the rapper and tell him they were trying to raise money to save Dee's church.

Shawn and Marlon appear as guests on ""The Jerry Springer Show,"" and the host surprises the brothers by airing some dirty laundry about their new girlfriend Jasmine.

The boys plot to prevent Pops from selling his house.

Shawn and Marlon try to warn an enthusiastic Pops that the chili he is entering in a high-class food festival has one ""un-gourmet"" ingredient -- dog food.

Shawn feels the heat after a crooked accountant leaves him awash in debt. Then the newsstand suddenly burns down and all of his problems seem to be solved -- until he and the family are suspected of arson.

Shawn and Marlon let Grandma move in, then plot to drive her out after she cramps their bachelor lifestyle. The problem: she won't take a hint.

Dumbfounded that his girlfriend would dump him for Marlon, Shawn convinces himself she's just trying to make him jealous. So he sets up a double date to show her that two can play that game.

Shawn falls in with a yuppie crowd, spurning his old pals from the 'hood and masquerading as a business executive, until Marlon sets out to downsize his ego.

Marlon achieves celebrity status by starring in a series of malt-liquor commercials, but there's trouble brewing when he portrays a ghetto stereotype.

Contest-obsessed Marlon hits the jackpot. His prize is a vacation for two, but it's no day at the beach when Shawn, Pops and Grandma battle over the second ticket.

To win Mama a chair, the brothers concoct a family sob story and win $5,000 in a magazine's Wish of the Year contest, then have to stage an elaborate performance when a reporter checks up on them.

A food fight breaks out when Uncle Nate parks his lunch truck across from Pops' diner, taking away his patrons.

Dee flies off the handle when her sister Natalie thinks about giving up her promising Air Force career to be with airhead Marlon.

Pops reunites with his old singing group for a comeback try, but it seems times have changed. And thanks to modern surgery, so has one of its members.

Shawn falls for an older woman (Grier), while Marlon meets a young thrill-seeker and finds that love is just a hop, skip and bungee jump away -- unless he wimps out.

Shawn becomes Marlon's agent and undermines his client's sputtering acting career by demanding the full star treatment. Meanwhile, Pops tries to foist spoiled food on the church mission.

Pops browbeats the boys into going camping, but he's hurt to find their idea of ""quality time"" is partying with babes in the woods.

In a twist on the film It's a Wonderful Life, Marlon's guardian angel shows him how the family would have fared had he never been born. (Not half badly, actually.)

Marlon suspects a friend in need is a friend with greed when his apartment is burglarized after he rebuffed T.C.'s plea for a loan.

Shawn and Marlon decide to play a prank on a hated teacher from junior high -- but find themselves delivering his eulogy when he drops dead at his retirement party.

Shawn figures he's movin' on up when he lands a job at the ad agency in the building, but he's knocked off the fast track when his boss Ted takes credit for his slogan. Meanwhile, Marlon is left to run the newsstand, where he hires Dupree as his assistant.

When Pops starts dressing in fine clothes, closing the diner early and staying out late, Shawn and Marlon suspect the reason is another woman.

Marlon's relationship with his girlfriend is suddenly altared -- er, altered -- when her brother, a neighborhood bully, learns how close they've become and forces young Williams to propose.

Dee delivers a woman's baby, and her maternal instincts surface.

The boys fear it's a match made in hell after introducing a lonely Grandma to Fred, a smooth-talking diner regular who they later believe is a wanted murderer known as ""The Black Widower.""

Marlon looks to even the score with an old Little League teammate who supposedly ruined his chances at a big-league career by hogging all the glory.

Shawn's plans to expand ""Williams Brothers News"" are interrupted when Marlon lands a part in a national musical starring R&B artist Keith Sweat.

When Cliff, the owner of the newsstand in the same New York office building as Pops' diner, dies, Shawn borrows money from Pops to buy the business, and hires Marlon to help out. But Marlon would rather help himself to a down-on-her-luck heiress named Monique, who struts into their lives with rich tastes and empty pockets.

Distraught over a recent breakup, Shawn becomes instantly enamored with domineering Rachel, a woman he meets at the newsstand. Rachel gives him lots of love and attention, as well as expensive gifts, and Shawn is convinced he has met his perfect woman. However, Marlon notices that Rachel seems to have an unhealthy obsession with Shawn and attempts to convince his unbelieving brother to get away from her.

After a leader of the art world buys Marlon's paint-smeared dropcloth, Marlon turns into a temperamental artist, much to Shawn's disgust. But Marlon's artistic career hits a snag when Lou catches a vandal putting graffiti on Pops' diner: the art patrons become so impressed with the graffiti artist that they abandon Marlon.

Shawn and Marlon find an infant left at their door with a note to the unnamed father from ""T."" Which one is the daddy? Each claims it's the other until the bonding begins.

Shawn, Marlon, Pops, Lou and Monique dream of the good life when they find $100,000 in an ashtray in the lobby. But Lou is determined to carry out the Niedermeyer Building rule requiring a classified ad be placed in the newspaper so that the owner can come forward -- and if it's claimed within five days, their dreams will go up in smoke.

Marlon gets jealous when Monique pretends to be married to Shawn in order to impress Otis Campbell, her college rival. When Otis takes the ""couple"" to a chic Moroccan restaurant, Marlon sneaks in and convinces Shawn to leave so that he can convey his strong feelings to Monique. Monique is surprised to see Marlon, but more horrified that he will ruin her cover by letting Otis know she really isn't married. When Marlon confesses his emotions, Monique is embarrassed, but then proudly sends Otis away, realizing that Marlon is sincere. In the end, she agrees to be friends with Marlon.

Every Halloween, Pops puts out a cup of coffee and a doughnut to please the spirit of a dead woman, Cassandra Malloy, which he believes resides in the building. As a joke, Shawn and Marlon sneak in and eat the offerings. Soon, strange things begin to occur at the building and the guys admit their prank to Pops. To resolve the problem, Monique agrees to perform an exorcism.

When Marlon finds out that President Clinton's motorcade will be passing by Pops' diner, and that the bathroom will be made available to the leader should he need to use it, Marlon determines to shake the President's hand.

Shawn listens carefully to Pops' lecture on the evils of poker -- then risks everything on a single hand, losin g his newsstand to T.C. After T.C. takes over ownership, Shawn's pride is on the line, and he challenges T.C. to double or nothing, with Pops' diner as the prize.

When Marlon quits the family basketball team, Pops turns to Monique, who can make his son jump through hoops. It's the basketball game of the season for the Williams brothers when they go up against the Jones brothers -- their life-long arch rivals. But before the match begins, Shawn and Marlon begin arguing over strategies, and a disgusted Marlon storms off the court in disgust. A forfeit seems inevitable, until Monique steps in and convinces Marlon to express his own individual style while following Shawn's game plan.

Shawn and Marlon dread a visit from their rural cousin Sheila. When she arrives, they discover how distraught she is over losing her boyfriend. In an effort to cheer her up and improve her social life, the guys change her image and turn her from a plain girl into a hip-hop beauty. But her new ways turn off Shawn and Marlon, who wish they'd kept her down on the farm.

Santa's loading a gun and checking it twice, then taking Pops and the boys hostage for not showing the right Christmas spirit. He's only a part-time, dress-up Santa, but the gun is for real.

Shawn and Marlon become desperately lonely men, and at Pops' suggestion, attend a church bazaar where Shawn meets the girl of his dreams. The situation is complicated when Shawn discovers something about his new love which may make their romance difficult to continue: she insists on staying a virgin.

With Pops secretly enjoying being sick in bed, the boys try to force his hand by turning the diner over to White Mike, hoping he'll do so a bad job that Pops with rush back. But Mike turns the diner into a health-food spot to attract the gym clientele, and a suspiciously delicious ""fat-free"" cheesecake proves very popular -- leaving Pops feeling unwanted and unnecessary.

After an argument with Shawn, Marlon decides it's time for him to claim his independence and move out. Marlon ends up rooming with White Mike, while Shawn takes in T.C. Unexpectedly, Mike and T.C. dump Shawn and Marlon as roommates, forcing them back together -- something we later discover was engineered by Pops, who wanted the boys to reconcile.

Shawn's romantic Valentine's Day plans go awry when his girlfriend wises up to his two-timing ways and spurns him for Marlon. Meanwhile, Dee thinks her secret admirer is Pops, but it's really Maurice the custodian.

White Mike asks Shawn to ghost write a love letter for him to Tatiana, the new waitress at Pops' diner. The letter gets into Dee's hands and she mistakenly believes Shawn left it there for her. The letter continues to inadvertently get passed around the lobby, with each recipient jumping to the wrong conclusions. The miscommunications build up to the annual Valentine's Day party in the Niedermeyer Building, where the truth is revealed and White Mike succeeds in winning over Tatiana.

When the producer of a Regis & Kathie Lee type morning talk show invites Pops to cook his chili on the program, Marlon and Shawn tag along as his assistants. They're a hit and get invited back, only to discover that the show's hosts, Ken & Kiki, want the boys to do the segment without Pops, who they think is too old to appeal to the ""younger demographic."" Upset about Pops' firing, the boys sacrifice their budding TV careers and get even with Ken & Kiki by chiding the two hosts into an on-air brawl with each other. Meanwhile, street hustler T.C. becomes a security guard.

Shawn rescues a boy hit by a car in front of the Niedermeyer Building. After reviving him with CPR, Shawn goes to call 911, leaving Marlon with the boy. When the boy regains consciousness, he thinks Marlon saved him. Before Marlon can contradict him, a crowd gathers, cheering his heroism. Caught up in the adulation and subsequent publicity, Marlon begins to believe he truly was a hero -- and to envision his own line of action figures -- until Pops helps him see the truth.

When Dee falls for a con man, a smooth-talking jewelry salesman who rips off lonely single women, Shawn and Marlon must find a way to open her eyes before the wedding.

It's decision-making time for Shawn when Mrs. Niedermeyer, the owner of the building where his newsstand is housed, makes a pass at him, and Shawn must decide whether he will return the attention to keep his lease intact. While Mrs. Niedermeyer is beautiful, she's also got a jealous husband. Shawn is torn between doing what's right and saving his newsstand.

Marlon's acress friend Stacey convinces him to help her audition for the Tisch School of Performing Arts. Marlon begins to consider an acting career for himself -- an idea that Shawn thinks is ridiculous and unrealistic. Pops helps Shawn come to see that he should be offering Marlon his support, not doubting his abilities. Meanwhile, Marlon uses the anger from his argument with Shawn to fuel his performance in the audition and ends up getting a scholarship. Special appearance by NBA star Brent Barry

Marlon slips in Shawn's spilled coffee and breaks his leg, which knocks him out of the cash prize he was sure to win in a dance contest. Marlon sues Shawn in small claims court for the two grand, but in the end admits all he really wanted from Shawn was an apology.

Shawn and Marlon's latest scheme becomes a hair-raising nightmare when they take over the manufacture and marketing of a grooming product called ""Goop, Hair-It-Is."" While Marlon comes up with a concoction that makes his hair look great, Shawn decides to sell the hair goop on an infomercial. They shoot the infomercial live, with Gary Coleman acting as a celebrity spokesperson. While Gary is doing his pitch for ""Goop, Hair-It-Is,"" the chemicals from the product cause his hair to catch fire. Shawn and Marlon's dreams of becoming successful entrepreneurs also go down in flames.

Marlon is flying high when he's mistaken for basketball star John Starkes and scores the athlete's first-class airplane tickets.

Shawn gets a dressing down from his younger brother when he horns in on Marlon's budding modeling career and winds up getting hired by a top designer.

When Lisa and Shawn's relationship hits rough waters due to Marlon's constant interference, Marlon goes overboard to make amends -- sending them on a romantic ferry cruise on the harbor.

Shawn plays Cyrano to help Marlon win the woman of his dreams, whom he met at a poetry reading -- but winds up turning his own life into a tragicomedy when Lisa discovers his love poems.

Shawn and Marlon egg on Pops to defy their mother---but they wind up getting burned when he gets kicked out of the house and shows up on their doorstep. When his living habits begin driving the guys crazy, they devise a plan to drive him out by having a loud party -- but Pops gets into the groove and enjoys himself.

Shawn's efforts to steer his brother into a new career backfire when Marlon starts a taxi service, ""Afro Pick You Up,"" catering to African-American clientele, which appears so successful that Shawn quits his job at APS to join his brother's burgeoning business.

Shawn and Marlon get involved in another fine mess when they get sidetracked en route to paying their overdue parking tickets and wind up in a holding pen with several tough-looking guys.

After sitting on a staple gun, Marlon borrows Shawn's health-care cards to ensure immediate medical attention for himself, but the brothers' clandestine operation may be exposed when they learn that Marlon's doctor is Lisa's father.

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.

Shawn and Marlon's apartment complex is beginning to fall apart. They meet with the landlord, Mr. Stone, who manipulates them into becoming apartment managers. The complex is soon in worse shape. When Mr. Stone visits the building, he yells at them for doing such a poor job. Shawn confronts Mr. Stone and explains to him that he has to make the necessary repairs, which will make the building livable. Mr. Stone fires Shawn and Marlon and takes over as superintendent.

Marlon may learn the real meaning of the expression ""love hurts"" after he becomes involved with Mia, a beautiful young woman who turns out to be the wife of a hit man notorious for torturing his victims.

Shawn and Marlon decide to become children's entertainers, but the party may be over before it begins thanks to a rival performer named Brazilla who wants to squash their careers. A kids' party at the diner turns into an expensive monster brawl.