Ren and Louis are at the carnival on a Ferris wheel when the ride gets stuck with them at the top. As the two argue, a repairwoman comes climbing up to their bucket and serves as a moderator for their argument. In flashback we see Louis' first days at junior high and how he embarrasses Ren. We also see the early rivalry between Ren and Larry Beale plus Louis' first flirtations with Tawny.