John Popper returns, rehabilitated, 12-stepping, and looking to make amends for prior misdeeds - namely, nearly ruining the boys' careers. But while he can't get ZO2 signed to a label, he can get them the next best things - lunch, and an audition for Paulie for the lead on Broadway's "Rock of Ages." Old passions are reignited between Dina and Popper, leading to sex practices involving condiments -- and a surprising proposition.

The future of the band comes in question as Paulie begins to pursue his solo career, David tries out modeling and Joey tries to find himself. The guys must choose to either go their own way or if they'll continue on a path as a band.

Their professional lives on track, the boys turn their attention towards their 3rd major concern in life: the opposite sex. Joey meets a woman who cooks manicotti just like his Nonna used to make; Paulie meets a woman who makes him want to give it all up and settle down in Rwanda; and David meets his worst nightmare - a band consumed with love.

The boys' dreams finally come true: they play a wrestling-themed kids party in which they get to dress up in tights and capes. Pulled Pork Paulie, Joeylicious, and ChippenDave put on quite a show. But a newly coined phrase gets Joey in trouble with one of his idols: wrestling legend Chris Jericho.

For the first time in their lives, the boys are friends with "the man." A local Brooklyn politician running for State Senate hires ZO2 to play a political rally, but questions regarding his alleged mafia connections force the boys to decide whether or not to accept their big payday, and risk their integrity in the process - or turn it down, and risk their necks. Meanwhile, Neil deals with a union problem - and the unwanted advances of another man.

Neil begs his way into a raucous road trip with the boys when they land a two-night gig opening for Brett Michaels in the tawny suburbs of Westchester. But once he finds himself back in his hometown of Chappaqua for the first time in years, Neil makes it his personal mission to settle some old scores. And of course he drags the boys with him.

On the eve of Battle of the Bands, Joey hurts his knee, putting ZO2's entry into question - and turning their biggest rival, Steel Panther, into the favorites to win the competition and take home the $15,000 prize. Just when they think the situation couldn't get worse, an old flame of David's comes back into the picture -- nine months pregnant, and recently engaged to a former pro football player with a jealous streak.

As the boys search for a new sound for ZO2, an old ghost reappears and throws the makeup of the band into question; Dave Navarro is back. But once the boys get past the fact he left them in the lurch and nearly ruined their careers, they decide to audition him to see if he's ZO2 material. Meanwhile, Dina runs smack into an old ghost of her own. The one that got away: rock legend Daryl Hall.

ZO2 gets the gig of a lifetime: a Bar Mitzvah. Technically speaking, it's actually a "B-iz-ar Mitzvah" for a well-known black rapper, and it's being filmed as the pilot episode of a highly anticipated reality series about crazy Bar Mitzvahs. But will one of Judaism's most sacred traditions threaten the boys impending superstardom? (The answer is quite possibly. It quite possibly could potentially threaten their impending superstardom)

The boys make a music video with the help of rock star Dave Navarro. Fresh off the success of his first "feature" - a critically acclaimed adult film entitled, "Broken - Navarro's wildly ambitious vision puts the reputations of both ZO2 and Z Brothers at stake. When he quits the project to pursue another project, little brother Brian Z comes to the rescue.

While playing at a bris, the Z Brothers meet John Popper and gives him their CD. After listening to their music and with a little help from a friend, John Popper offers them a record deal.

Haunted and confused by his feelings for Paulie, Neil terminates ZO2's regular gig at Southpaw. With the future of the rock band in question, Dina lands them a gig at Manhattan's Cutting Room. Only it's jazz night, and the crowd doesn't dig their sound. The guys somehow dodge an all-out race war and win over the audience, Joan Rivers, and a tearful Neil in the process.

The boys play a kids party for a lesbian couple and their adopted Chinese child, then get a shot at redemption when Dina scores them a gig opening for Kiss...or so they thought. It turns out Kiss lost more than a step since ZO2 last opened for them; they lost a few feet. But the boys go forward with the gig anyway because if there's one thing they've learned, it's that new experiences are what it's all about. Except when that new experience involves Neil and a leopard print teddy.

The guys show up to a kids' party in Long Island and learn it's been double-booked. No problem, except for the fact the other band is Kidtastic! - their nemesis in the kiddie world. Joey seeks relief from those goofy bastards, Paulie seeks relief from a persistent rash, and David seeks relief from a persistent female admirer - Kitty Braunstein. In the end, all 3 of them get their "heads" examined.

Following a gig, Paulie and David spend the night with some groupies. The following morning they oversleep and realize they might miss one of there most important shows, a kid's party for a record executive, that could give them a deal.

The boys get the big break they've been working for when they open for Joan Rivers. But with their confidence at an all-time high, they succumb to the temptations of the casino and jeopardize everything in the process. Paulie learns that alcohol does affect decision-making; Joey discovers that putting a Cassata-style "beating" on the casino can have consequences; and David proves he doesn't have to be in Brooklyn to do something stupid -- the Tri-State area works just fine.

Working for John Popper ain't so beautiful. Despite the mad cash they're pulling, the boys aren't allowed to write their own music. While they drown their sorrows in moist brisket and barbequed ribs, Dina confronts Popper and pulls out all the stops to try and get them out of the deal. Strangely, Popper's not interested in her generous "offer" but he does provide an unexpected way out. The only catch? She needs to even the score between him and his old nemesis, Harry Braunstein, the man who's ready to make their lifelong dreams finally come true.

It's months after the Harry Braunstein signing disaster and Paulie, David, and Joey are still unable to land rock or kids gigs. In fact, they're reduced to scraping pennies together just to eat. And then the mounting pressures of life, and a stolen cheeseburger, finally push them to break up ZO2 and end the dream for good. But old friends conspire to bring the boys together, forcing them to come face-to-face with each other...and the man responsible for ending their careers.

Faced with having to accept the Popper deal or lose it forever, the boys decide they don't care if they lose it forever -- they'll never sacrifice ZO2 for money. And then they do. When they learn that Dina's lost everything trying to make their dreams come true, they put their dreams aside for her and agree to be Z Brothers exclusively in exchange for Popper's sweet contract cash. Of course, that's before they learn that Harry Braunstein has a spot for ZO2 on his roster after all.

John Popper shows the guys how sweet life could be as a full-time kids' band when he lands them a party for Gilbert Gottfried's son for $10,000. The band gets a taste of the rocker good life, Dina gets a taste of Harry's crazy side, and the insatiable Kitty gets yet another taste of David.