Will and Carlton encounter heavyweight boxing champ Riddick Bowe in a funky cafe-casino.
Will plans to take a road trip with Phillip to visit colleges in Nevada but ends up having to be chaperoned by Carlton when Phillip is sick with a cold. The two go to a diner-casino in a small town of Nevada, where Jazz is revealed to be in the trunk. The mechanic, after putting gas in the car among other things, charges them $300 to fix it which Will manages to win from a female poker player in a game of higher card wins. Meanwhile, Carlton has become addicted to the slot machines and lashes out at Will when he attempts to force him to leave. Angered at Carlton, Will and Jazz leave him behind though he begins to feel guilty for his actions.
A muscular patron comes into the diner and wins in Carlton's slot machine and Carlton gets into an altercation with him over the money. Will defends Carlton and agrees to fight the patron who swiftly knocks him out with one punch. Carlton thanks Will for defending him and admits he had the time of his life living on the edge.