The episode starts with Doug, as always, writing in his journal. He is shown sitting down with a pencil in hand.
"Dear journal: have you ever gotten the feeling you're being replaced? And I don't mean by robots, but by your own friends. But I can't get ahead of myself; it all started on Friday."
The scene transitions to Doug working on a science project for school. He looks outside the night sky with binoculars, trying to copy it for his diorama. Meanwhile, Porkchop is jamming out in the background, listening to music on his headphones.
Doug hears a loud knock at the door. Doug gets up from his desk and finds Judy on the other side.
"Doug! Do you know where my paintbrushes are?" asks Judy.
"Oh! I borrowed them to make a diorama for science class."
"Funny, last I recall, borrowed implied asking for permission. And you never did that." explains Judy.
"I was going to give them back! Besides, they were used for a good cause." claims Doug.
Doug presents his diorama to Judy, and it is shown to be a giant orange representing Saturn, with its distinctive rings and multiple white objects near it.
"I'm afraid to ask what the cotton balls are supposed to be." snarks Judy.
"Those are Saturn's moons! Did you know it has nearly 20 of them? Cool, huh?" informs Doug.
"Beguiling. Just give me my paints back."
"Come on, Judy! You never use these brushes, anyway." pleads Doug.
"Look! Just give me the paints, and I'll be on my way!" shouts Judy.
"Oh, fine!" resigns Doug. "Just give me a few minutes to paint the scenery, okay?"
As Doug puts the finishing touches on his diorama's background, Judy takes notice of Porkchop. Porkchop plays air guitar, making the horns gesture alongside it. Judy gasps upon witnessing Porkchop doing a pirouette.
"Here!" yells Doug, with Judy still looking at Porkchop.
"Hello! Judy!" Doug shakes his hand in front of Judy's face.
"I need him!" declares Judy.
"Huh?" asks Doug. Porkchop himself raises an eyebrow.
"Can't talk now! This is important!" Judy grabs Porkchop and runs out of the room, into her own. Porkchop looks at Doug with worry, as Doug gives off the same expression.
The title card is then shown. Doug turns on the light to reveal a blank background with the show logo, as Porkchop barks.
"That's me!" points out Doug.
Porkchop gets an idea, and leaves the room before returning with a bucket of paint. After painting the episode title, Doug shouts "Hey!" As Doug chases after him, Porkchop proceeds to throw the black paint over the screen.
Returning to the episode proper, Doug paces back and forth in his bedroom before sitting down on his bed.
"I wonder what's taking so long. It's not like Porkchop to miss out on Go Fish Friday."
Doug's clock on the wall keeps ticking, as he begins to hit a baseball on the ceiling above his bed.
"Son! Remember what we said about playing ball in the house." shouts Phil off screen.
The baseball then falls on Doug's head. "Sorry, Dad."
Bored, Doug looks around his room. "There's gotta be something I can do to pass the time." He notices the paintbrushes that Judy had requested earlier. "That's it!" exclaims Doug, snapping his finger.
The scene then cuts to Judy and Porkchop talking in Judy's room. "It's nice to finally have someone cultured in this house." proclaims Judy. "What's your favorite Shakespeare quote?"
Porkchop replies with his typical barking.
"Ah! The Merchant of Venice, Shylock, third scene of Act III. Brilliant choice!" compliments Judy. "Mine would have to be..."
Doug approaches Judy's bedroom door, and overhears her saying "Off with his head!"
He bursts into Judy's room. "Don't do that to Porkchop!"
Judy and Porkchop look at each other, then at Doug.
"Oh good, you brought back the paints!" quips Judy, grabbing them from Doug.
"Can it, Judy! What are you doing with Porkchop?"
"He's my dog too, you know! Haven't you ever heard of share and share alike?" asks Judy.
"Come on, Porkchop. You don't have to pretend anymore."
Doug leaves, but sees Porkchop shrug. "Wait. You want to spend the night with Judy?"
"What can I say? He thinks I'm... fascinating." replies Judy.
"Oh, okay. I'll, uh, see you tomorrow then." says a bewildered Doug.
Doug goes back into his bedroom, and under the covers of his bed. "I can't help but wonder what Porkchop's doing in there. I hope he's alright." Doug then begins to fall asleep.
Just then, Doug has a dream. In it, he is attending a carnival, sitting inside a circus tent.
"Dear spectators! Give a warm welcome to Judy the Incredible!" proclaims an announcer.
Judy walks out, wearing a ringmaster outfit, complete with a red shirt and black pants.
"Judy?" asks Doug.
"And her devoted dog: Porkchop!" Porkchop walks out, but backs away out of fear of Judy.
"Oh no!" shouts Doug.
"Back, back you cur! I demand thee to sit on the chair!" orders Judy.
A scared Porkchop does as Judy asks, hopping on the wooden chair.
"Now, entertain these suck- er, patrons! Don't make me crack the whip!" Judy whips the air to accentuate.
Porkchop proceeds to do a trick, standing on one finger and twirling. He then does push ups while balancing on that finger.
A nervous Doug looks on. "I just can't leave him hanging!" He jumps over the barricade and grabs Porkchop.
"Leave him alone! He's my dog!" demands Doug.
"You mean our dog. If he's not going to dance, then you must!"
Judy slowly approaches Doug, as he begins to scream. He then wakes up from his nightmare. The camera focuses on Doug screaming in reality, before collapsing onto his bed.
The next morning, Doug walks downstairs. He meets his parents at the kitchen table.
"Good morning, Douglas!" greets Theda, who is preparing French toast.
Doug yawns prior to sitting down. "Hi, Mom."
"Got any plans today, sport?" asks Phil, sipping his coffee.
"I'm not sure. Maybe I can catch up with Porkchop. He must be tired of Judy by now." states Doug.
"Might want to take a rain check on that one." informs Phil.
"Why?" inquires Doug.
"Well..." before Theda can finish her sentence, Judy is shown making her entrance, ending with her on the ground floor.
Judy shouts to Porkchop from upstairs. "That's better! Now you look like a true artist! Spiffy, suave, and swanky!"
Porkchop then walks down the stairs, now wearing a black leather jacket. Doug gasps at the display.
"Porkchop, I'm sorry Judy made you wear that! I'll help you take it off."
Before Doug can act on it, Porkchop motions his hands to indicate Doug not do so. He then looks at Judy.
"I think Porkchop can make his own decisions, Dougie." points out Judy. "He chose it out of all my costumes."
As Judy and Porkchop sit down to eat breakfast, Porkchop retrieves the cereal Radical Rainbow Rounds.
"Not having French toast? You're a rebel with paws!" Phil laughs at his joke.
Doug looks in shock as Porkchop grabs two Radical Rainbow Rounds, fashioning them as earrings.
"Ah, I knew there was something missing! It's bold, loud, colorful!" opines Judy.
"That's because it's cereal." states Doug.
Judy simply ignores Doug. "I hate to depart so soon, but Porkchop and I must go see Derrick Derricksen on ice. Worry not, my dear Romeo, for I shall sweep thee off thy feet!" Judy poses while speaking dramatically before leaving the house.
"Have a nice time, you two!" says Theda.
Porkchop follows Judy, copying the same movements.
Doug then narrates. "It was what I feared most: Judy was turning Porkchop into her!"
An imagine spot then begins, in black and white. Judy is wearing a lab coat, while an unconscious Porkchop lies on an operating table with his brain visible. Judy activates a switch, causing electricity to engulf Porkchop's brain. He awakens soon after.
"I am a dog, beware my fangs!" responds Porkchop, in an intelligible voice.
Judy looks in awe at Porkchop. "He's moving! He's speaking! He's alive! By jove, he's alive!" Lightning then appears to end Doug's fantasy.
Back to the multicolor reality, Doug looks nauseated. "May I be excused?"
"But Doug, breakfast is the most important meal of the day!" insists Theda.
"I'm sorry, I just lost my appetite." Doug walks away from the kitchen table.
Phil, who has finished his own helping, grabs Doug's. "More for me!"
Later in his bedroom, Doug is lightly painting white dots on his diorama's backdrop. "Can't believe I forgot about the stars! There's no galaxy without them."
He is interrupted by a knock at the door. "Douglas! You have a visitor!" informs Theda.
"Alright! Maybe Skeeter came by to play some beetball!" Doug says with excitement, running down the stairs.
Just as Doug opens the door, he is disappointed to find someone familiar on the other side.
"Oh, hi Roger."
"Hey there, Funnie face! Taking a trip to Uranus?" Roger chuckles at his own comment.
"No, it's Saturn. You'd know that if you paid attention in science class." quips Doug.
"Touchy! Who ate your breakfast this morning?" Roger facetiously asks.
"My Dad, but that's beside the point."
Roger puts his fingers on his forehead, looking for something. "Where's that dog of yours? Did he finally get sick of you?" inquires Roger.
"Oh! Porkchop's at Shakespeare on Ice with Judy." explains Doug.
"Aw, that's too bad." says Roger mockingly. "Stinky was hoping to have a little playmate."
Stinky scratches the air with her cat paws, meowing all the while.
"If that's all you came by for, I'll just get back to my-"
Roger puts his hand on Doug's shoulder. "Wait! I have two tickets to see All Guts, No Glory!"
"Why me?" inquires Doug, raising an eyebrow.
"Believe me, you weren't my first choice either." retorts a spiteful Roger. "All the guys wussed out, and Stinky's banned from the movie theater for scratching the leather seats."
"Uh, I don't know." says Doug, scratching the back of his head.
"Don't flatter yourself, Funnie! This isn't some kind of date or anything! I just don't want my ticket to go to waste. 'Sides, you're short enough to hide under the seats if anyone sees us."
Doug thinks about it. "Okay, Roger. You got yourself a deal."
Doug then narrates. "What am I saying? First Porkchop hangs out with Judy, now I go to the movies with Roger? Might as well call Bluffington Topsy Turvy Town!"
At the movie theater, Doug and Roger walk in to find only a few other patrons in the lobby.
"Gee, seems pretty small for a movie out right now." points out Doug.
"You're so gullible, Funnie! What, were you born yesterday? Getting here before everyone else means we get to enjoy the blood curdling screams and knives!" replies Roger.
As the two sit down in their seats (with Roger balancing his feet on a seat cover), something is amiss on the movie screen. It reads C'eci n'est pas une film.
"Roger, are you sure this is the right movie?"
"Of course it is! You know how long those opening credits can be." claims Roger.
A fast forward shows this is indeed not the film Doug and Roger meant to see.
"Que suis-je?" inquires a male character, dressed in a black turtleneck.
"Tu es un oignon." replies the French woman, wearing a red dress.
"Raconter des salades!" exclaims the French man.
"Au contraire, tout le monde sait que ton haleine pue." insists the woman.
"A bon chat, bon rat." replies the man, as he and the woman embrace by kissing.
"Yuck! This isn't All Guts, No Glory! This is some kissy film! Pee yew!" shouts Roger as he covers his nose.
Someone shushes Roger.
"You uncultured swine! Don't you know this is the avant-garde film of the year?" asks a familiar voice. "It captures the universal human experience while also asking philosophical questions."
"Wait, Judy?" asks an incredulous Doug.
Judy is just as surprised, as she and Porkchop leave their seats. "Doug? What are you doing here?"
"Weren't you and Porkchop going to see Derrick Derricksen?" inquires Doug.
"We did, but he broke a hip doing the Axel jump. It was so tragic." despairs Judy, though she immediately recovers with "But fittingly Shakespearean."
Porkchop then shows off the movie tickets. Judy continues, "Derrick gave us these as a consolation. He's so sweet." swoons Judy. She changes the subject. "What about you? Is Roger your new friend? That's cute."
"What? Of course not!" insists Doug.
"Are you kidding? No way would I be caught dead with Funroid! I'm getting out of here before anyone at school sees me!" Roger makes a run for it as he leaves the movie theater.
"Et maintenant?" asks Judy.
"Parlons du charabia." responds Porkchop.
The two then engage in speaking faux French words.
In voice over, Doug says "It was my worst nightmare: my own dog teasing me, just like Judy. I knew right then and there I had been... replaced as his best friend." Doug sniffles in sadness.
Doug is later shown strumming his banjo underneath a tree, feet away from his house.
Oh, Porkchop
I didn't want our friendship to stop
But you did, so now I'm slop
Oh, Porkchop
You don't know what you have until it's gone
Which is why I'm singing this song!
Oh...
Before Doug can finish his song, a raw hamburger patty lands on his eyes.
"Whoopsie! Sorry, Douglas!" states Mr. Dink, overlooking the bushes.
Doug takes the patty off and enters Mr. Dink's lawn.
"Me and the missus are getting ready for some good old fashioned burgers." informs Mr. Dink. "Would you like some?"
"No thanks." Doug says with low energy.
"Aw, what's wrong? I see someone's frown that needs to be turned upside down!" Mr. Dink then uses his fingers to literally make Doug's frown into a smile.
"Oh, it's uh, about a friend." says Doug, rubbing his shoulder nervously.
"Hmm. Why don't we talk about it inside?" offers Mr. Dink. He gestures for Doug to follow him in his house.
They sit down on the couch in the living room.
"Do you notice anything different, Douglas?"
Doug looks around. "Not really."
"Exactly! I just purchased these invisible lights! Very expensive!" claims an exuberant Mr. Dink. "They can only be seen by the smallest of lifeforms."
From the kitchen, Tippi is shown cutting carrots. "Dear, you're not showing him the invisible lights, are you?"
"Of course I am! After all, it took eleven tries for me to screw in those light bulbs!" Mr. Dink laughs at his own joke.
"I'm busting a gut." Tippi replies sarcastically.
"Mr. Dink, did you ever grow apart from a friend?" asks Doug.
"Sure! I used to be friends with a kid named Tommy Rockwell. Boy, we were inseparable, two beets in a can! He'd always be the first person I'd go to about anything!" reminisces Mr. Dink.
"So, what happened?"
"Well, let's just say we grew apart. He stopped spending time with me, and when I asked why, he'd just dodge the question. Turns out: he had a new best friend and didn't tell me."
"But you guys are still friends, right?" inquires Doug.
"Oh, no!" Mr. Dink laughs up a storm. "We stopped talking and I haven't seen him since. That's alright though, I got Tippi by my side!" he embraces Tippi, holding her by the shoulder.
"Thanks for trying to help, Mr. Dink, but I feel worse." Doug looks down on the ground.
"Let me take over from here." insists Tippi. "Doug, I'm sure this friend of yours still cares about you. Perhaps they just want to focus their attention elsewhere. I'd recommend you touch base with your other friends, you never know who could be thinking about you."
Doug lets out a small smile. "Thanks, Mrs. Dink! I'll go to Skeeter's house and see what he's up to!"
"That's the spirit!" encourages Tippi. After Doug leaves, Tippi smells something. "Honey, what's that smell?"
"Oh no! I forgot about my grill!" panics Mr. Dink, as he runs outside.
"I'll go get the fire extinguisher." states a sardonic Tippi.
The scene cuts to Doug on the Valentine family's door step, knocking on their door.
"Honk honk! Hey, Doug!" greets Skeeter.
"Skeet! Boy, am I glad to see you!" exclaims Doug.
"Hey, where's Porkchop?" asks Skeeter.
"That's what I wanted to tell you. He's hanging with Judy, writing poems with her." explains Doug.
Skeeter looks at Doug in disbelief. "You're pulling my leg!"
"No, I mean it!" insists Doug.
"Sure, Doug, and I'll bet Mr. Bone is singing rock and roll in the background!" Skeeter laughs at the thought.
"I'm serious!" answers Doug.
"Oh, come on! You gotta wake up pretty early in the morning to fool Skeeter Valentine!"
Unbeknownst to Skeeter, he walks in front of a rake, accidentally turning it upward and hitting his face. "Honk... honk..." He falls on the ground after saying this.
Doug removes the rake and helps Skeeter up. "Oh, Skeeter! Are you okay?"
"Never better. I think that cleared up my adenoids."
Now inside Skeeter's bedroom, him and Doug jam out to The Beets.
"Killer Tofu!" shout Doug and Skeeter in unison, laughing afterwards.
"It's nice to know I still have you as my best friend." says a thankful Doug.
"Are you sure about Porkchop? I find it hard to believe he'd just up and abandon you." states Skeeter.
"Believe it, Skeet. He spends all his time with Judy. He hasn't even been in my room at all today." states a bitter Doug.
"Uh, I know this isn't my business, but... you sound like you're jealous." opines Skeeter.
"Jealous? Ha! I am not! If he wants to spend all his time memorizing Shakespeare like Judy, that's his puprogative."
"Cool it, man! I take it back!" says Skeeter defensively.
Doug sighs. "I'm sorry, Skeeter. I just can't take my mind off him."
Just then, Skeeter's mother Ruby is heard shouting. "Boys! Dinner time!"
"Food!" yells an excited Skeeter.
"Boy, I sure am starving." states Doug, as both he and Skeeter rush to the Valentine's dinner table.
The duo promptly sit down with Ruby, Joe (Skeeter's father) and Dale.
Ruby sets everyone's plates on the table, filled with food. "Tonight we're having Beet Stroganoff. And for my special little guy, strained beets." Ruby playfully moves her index finger under Dale's chin as she says this.
"Let's dig in!" declares Joe, with Dale cheering. Following Joe's lead, everyone begins eating their meals.
"So, are you two excited for the science fair on Monday?" asks Ruby.
"You bet! Doug's doing a diorama on Saturn, and I made a rendition of the Milky Way!" replies Skeeter.
"Milky Way! Milky Way!" shouts Dale.
"That's wonderful! It's nice to see you kids care about our university." says Joe.
"Universe, dear." corrects Ruby.
"Right, right. What about you, Doug? Any interesting facts about... uh, erm..."
"Saturn, Mr. Valentine, and I have plenty. Here's one: did you know the rings are largely just ice?" asks Doug.
"No, I didn't! Same stuff we put in our drinks." Joe laughs after saying this.
Doug takes out his binoculars. "The fact we get to see the stars in the sky every night is a real treat. I'm gonna take a peek right now!"
At first Doug is smiling, gazing at the night sky through the Valentine's window. However, he notices something at his own house.
"Huh?" Doug adjusts his binoculars for a closer look; he witnesses Porkchop dancing while Judy watches. He continues looking as another imagine spot begins.
He imagines an older Judy and Porkchop as a band, performing onstage. The drum kit reads "Judy and the Grandiosity." Porkchop finishes his drum solo, to uproarious applause.
"Thank you, little people! I am glad my wondrous and thought provoking lyrics move you so." announces Judy on her microphone.
Just then, a light fixture focuses on Doug, who comically has a long white beard. He pushes through several concert goers, and eventually reaches the stage.
"Judy, Judy!"
"Oh, not another rabid fan!" snarks Judy.
"Judy, it's me, your brother!"
"Didn't you read my memoir? I was an only child." declares Judy.
"But we were raised together! There's baby pictures and everything!" insists Doug.
"Look, if you want my autograph, you should have just asked." Judy writes her name in cursive, on Doug's forehead.
Hurt by Judy's rejection, Doug approaches Porkchop.
"You remember me, right boy? Doug Funnie, your old best friend?"
Porkchop simply shakes his head, and snaps his finger. This summons an adult Roger and Skeeter, who are working as bodyguards for Judy and the Grandiosity.
"You too, Skeeter?" asks Doug.
"Sorry, man; it pays well!" defends Skeeter.
"I always knew you'd end up being a loser, Funnie!" Roger laughs as Doug's fantasy ends.
Joe is furious. "One, two... ten! Doug, take those binoculars off! Toys at the dinner table are not allowed!"
"Oh, I'm sorry, Mr. Valentine." Doug puts them back in his pocket.
"Is everything alright, dear? You've hardly touched your Beet Stroganoff." points out Ruby.
"Yeah, sure. It's good! Yum yum yum!" Doug eats his food, but does so while frowning.
The following day, Doug and Patti play beetball on a field. Patti is pitching while Doug is the batter. However, Doug is not making an effort to hit any beetballs, responding several seconds late.
"Come on, Doug! You can do better than that!" shouts Patti.
"Sorry, Patti."
"What's up? You seem really out of it today." claims Patti.
"It's just... Porkchop's been spending all his time with Judy, and I'm feeling left out." explains Doug.
"Did you tell him how you feel?" asks Patti.
"I haven't had the chance! Every time I want to talk to him, he's too busy." Doug sighs, as he sits on the ground. "I just wish we could be friends again."
Patti then walks toward Doug, sitting right next to him.
"Who says you aren't?" Patti continues speaking. "Maybe he just wanted to get to know Judy better. After all, he knows everything about you, it only makes sense he'd want to get close to her as well."
Doug thinks it over. "That's true."
"And you spend a lot of time with me and Skeeter. Do you think Porkchop ever worries about that?"
"No, I never thought of it that way. I just assumed he was fine with it." states Doug.
"Of course he is! Because Porkchop trusts you. Shouldn't you do the same?" asks Patti.
"You really think he hasn't forgotten about me?"
"I highly doubt it! With how close you two are, there's no way Porkchop could ever forget you." assures Patti.
"Gosh, I really have been a selfish friend." remarks Doug.
"We all fall off the horse once in a while, but if we get back on, we'll continue on our way." states Patti.
Doug is confused. "Huh?"
Patti chuckles. "I meant that everyone makes mistakes. It's okay, so long as you learn from them."
"Thanks, Patti!" states a grateful Doug.
Patti then helps Doug up off the ground. "Now, come on! Let's play some beetball!"
"You said it!" exclaims Doug. The two continue playing the game.
The scene then transitions to a night sky, as Doug returns home. He walks by Judy's room, when he hears something.
"Eureka! My creation is finished! C'est magnifique, non?" Doug walks into Judy's room.
"Stop speaking that secret language!" yells Doug.
"It's called French, Dougie. Millions around the globe speak it." retorts Judy.
As Doug looks around, he sees a replica of Porkchop, except he has rainbow eyes, orange fur, red ears, blue feet and a black tail. "Porkchop! What has Judy done to you?" cries Doug.
An annoyed Judy points towards her bed, where the real Porkchop barks at him.
"Porkchop!" Doug hugs Porkchop, who reciprocates.
"I've been meaning to talk to you. Listen, I know I haven't acting like a true friend lately, and for that I'm sorry. Can you forgive me?"
"What are you talking about?" asks Judy.
"Well, since you're Porkchop's best friend now, I figured I must have really messed up. I promise I'll be a better friend from now on."
Judy and Porkchop then proceed to laugh at Doug's comment.
"What's so funny?" asks Doug.
"You thought I was stealing Porkchop from you?" asks Judy, laughing mid-sentence.
"Well, yeah. You said 'I need him!,' and ran away with Porkchop." explains Doug.
"Oh! That's because he's my muse! See, while I am a multi-talented actress, creating objects from scratch has always been my greatest weakness in art. Ironic, no? So, I had to do an art assignment to improve my grades." explains Judy.
"Is that true, Porkchop?" inquires Doug.
Porkchop gives him a thumbs up.
"Just looking at him, I could feel the creativity circulate through me like blood. I had to capture the moment." continues Judy.
"So, you two aren't best friends?"
"Hardly! I mean, Porkchop is fun to talk Shakespeare with, but he and I argued more over Dorian Gray than we did harmonizing!" explains Judy.
"Who's Dorian? Is that your new boyfriend?" inquires Doug.
"Yes, Doug. He's the one sitting right across the bed." replies a sarcastic Judy.
"What about that trippy thing?" inquires Doug.
"That is my masterpiece! Made from papier-mâché! It is my best work made by hand! My nails suffered for it, but as all starving artists know, that builds character."
"Is it supposed to look like that?" asks Doug.
"Of course it is! It's abstract art!"
Doug shrugs. "Never heard of it."
In frustration, Judy rubs her temples. "We really need to take you to an art museum sometime."
"So, Porkchop, do you still want to hang out with me?"
Porkchop answers that question by holding Doug's hand, leading the way towards his bedroom.
"Finally! I get my room back!" proclaims Judy, as she shuts her own door.
Judy happily lays down on her bed before the scene cuts to Doug in his room.
"Yeah, turns out I went overboard and jumped to conclusions. I should have just told Porkchop how I felt instead of assuming the worst. But it's like Patti said: you got to get on the donkey, and fall off! Or something like that."
Porkchop whistles at Doug to get his attention, and points at Doug's Saturn diorama.
"That's right! I gotta put the finishing touches on it for science class tomorrow! Wanna help, Porkchop?"
Porkchop grins, as both he and Doug sit down on his desk to work on the Saturn diorama together. They smile at each other as the episode ends.