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NOTE: This spoiler was submitted by Spectre.

We open to the sounds of moaning. We are in the house of Marisa Lewis (Ari Graynor). She is getting pleasured by our protagonist Noah Griffith (Jonah Hill). Noah finishes up and Marisa smiles. "Nice guys do eat the nicest pussy," she says. Noah says he doesn't know how to take that but considers it a compliment. Noah tries to convince her to "return the favor" but Marisa claims that she is not feeling well to get out of it. Noah knows she is bullshitting him but lets it go. Noah asks if she wants to check out this special storm in the sky later that night but Marisa says she isn't up to it. Marisa thanks him for the good time, and Noah bikes home.

At home, Noah finds his mother (Jessica Hecht) who asks if he has looked for a job. Noah says he hasn't and asks why they can't just get his father to pay back the alimony for the past 10 years. He definitely has the money. His mother is dressed up and reveals their neighbor Mrs. Pedulla (Erin Daniels) is setting her up with a doctor. The phone rings and Ms. Griffith finds out that Mrs. Pedulla's babysitter cancelled so they won't be able to go. Noah's mom suggests he do it for the money but Noah initially refuses. After his mother laments that she was stupid for thinking she could find anyone at her age, Noah feels like a dick and agrees to babysit.

Noah rings the doorbell of the Pedulla residence. He sees Mrs. Pedulla's breasts and discreetly stares and pulls her into a hug for a better feel. She then begins to introduce him to their three kids. Slater (Max Records), thirteen, who is sullen and withdrawn and apparently has anxiety disorders. Slater is mad that his best friend Clayton won't hang out that night and his mother says that is probably a good thing. Slater gets defensive and clams up.

Noah then meets Blithe (Landry Bender), eight, who has dressed up in makeup and looks like a "Toddlers and Tiaras" reject. Blithe says she wants to be a celebrity one day. Blithe complains that her other babysitter lets her do whatever she wants and plays with her. Noah lays down the law; he is going to sit on the couch and watch tv and they will do what he says or else. Blithe sprays perfume into his mouth to piss him off.

Noah finally meets the final child. Rodrigo (Kevin Hernandez), about ten, who has been adopted from El Salavador. Rodrigo is apparently a pyromaniac and is obsessed with fireworks. Rodrigo looks at Noah with an ominous glare. Mrs. Pedulla mentions they stitched a low jack chip into his jacket to track since he has a habit of running off.

Dr. Pedulla (D.W. Moffett) comes in and notes Noah was suspended from school for DUI and that he is not allowed to drive any cars. Mrs. Pedulla says they will be home around 1 a.m.

Noah tries to sit on the couch and watch television but the sullen Rodrigo starts breaking things in order to make Noah angry. Noah tells him to stop it, and Rodrigo gives him a slit throat gesture.

There's a knock on the door. Noah answers and two red headed twins are at the door, looking for Slater. They said they are here to invite him to a bar mitzah of one of their classmates since he is a cute boy. Slater says he probably won't be able to go, but he will see what happens, shutting the door after barely talking to the girls.

Noah gets a call from Marisa. She is at a birthday party and she wants him to come into the city, and bribes him with sex. He just has to buy some drugs for her friend, through her ex-dealer Karl. A guy interrupts her and Marisa calls Noah her boyfriend which makes him perk up. Noah agrees and rustles the kids together. He takes the car keys in the kitchen only to find out it is a red minivan.

Noah and kids drive into New York City. Along the way, someone farts. Noah thinks it was Rodrigo, then Slater. Blithe grimaces. "Uh oh," she says, "It was me, I sharted." The foul odor hits Noah hard and he almost crashes the car.

Noah takes Blithe into a kids clothing store to buy her new underwear so they can get out of there. Blithe refuses to wear green, and Noah pressures her into getting them. A woman comes up and notes matter of factly that it is weird for a grown man to be in girl's clothing area. Noah realizes she thinks he is a pedophile and tries to explain himself. Blithe is no help, making him look worse, parroting back what he said to her earlier. The already bad situation gets even worse when Tina, an old High School acquaintance recognizes him as the guy that puked in the urn of her grandmother's ashes. The sales woman pulls Blithe away, while Tina tries to start something. Noah accidentally pushes her into a display, and grabs Blithe.

In the car, Noah realizes Rodrigo is missing. Following the GPS tracker into a fancy restaurant, he finds Rodrigo in a bathroom. He finds out momentarily that Rodrigo dropped a cherry bomb into one of the toilets, causing it to explode. Noah drags Rodrigo through the restaurant to the shock of the patrons.

Noah heads to Karl's, making the kids wait outside, telling Slater to watch "mini Bin Laden" Rodrigo. He goes up to Garth, dancing on roller skates, asking to see Karl. Noah goes inside and sees a bunch of buff men work out to "Pina Colada." It's quite obvious most of the men are gay.

Noah goes further into the labyrinth and meets Karl (Sam Rockwell) and Julio (J.B. Smoove). Karl says he was expecting him and they sit down to conduct business.

Back in the car, Blithe sings the lyrics to a dirty rap song while Slater looks on in shock.

Noah gets the "ticket" of coke he could afford, a rather small baggie of cocaine. Karl shows him a dinosaur egg that they designed to hold a large amount of drugs. Rodrigo is brought in by Garth to Noah's surprise. Rodrigo says he needed to use the restroom and Karl directs him in Spanish. Karl forces Noah to hug him and calls him his best friend.

Driving away, Noah berates Rodrigo from leaving the car. Rodrigo has one of dinosaur eggs in his hands and Noah realizes what is in it. Noah tries to get it from him, but he resists and finally lets go, only for it to smash on Noah's face, covering him in cocaine. Noah gets a call from Karl who knows the egg is missing. Noah tries to explain the situation, but Karl shuts him up telling him he has till 11pm to give him $10,000 or he will kill him. Slater freaks out and says they should just go to their parents. Noah agrees.

Noah and the kids head to the party their parents were attending. Barely in the door, Noah sees his mom hitting it off with the guy she was set up with. Not wanting to ruin his mom's night, they leave, Noah telling the kids he will clean up his own mess.

Noah is racking his brain for ideas on how to get the money. Slater mentions the red head twins keep pestering him to come to the bar mitzah. Noah realizes there will be a bunch of money so they head there.

At the entrance, Noah hands his keys to the valet. Another valet is Tina, who obviously remembers him.

While the kids are off, Noah goes to the gift table and starts pilfering cash. A waiter, Roxanne (Kylie Bunbury) strolls up and says hi. Apparently, Noah and Roxanne are college acquaintances. Noah remembers she was in his astronomy class and he and her were the only ones that actually cared about it. Roxanne invites him out to a bar later, but Noah says it is not a good time, but perhaps another night. Noah sees Rodrigo taking a piss on the floor and quickly ushers them out.

On the way out, Slater sees his buddy Clayton coming in. Slater asks why he is there, and Clayton basically says he can't be Slater's only friend, and he wants to do other things. More or less their friendship is over.

Noah is confronted by the valet saying they can't find his van. They go outside to see someone driving off with it. It has been stolen.

Noah and kids get on the subway. Noah notices Slater watch a gay couple.

Noah and the kids head to a Chinese restaurant to pay off Karl. However, Noah was only able to steal $3000, and thus is $7000 short. Karl is mad, and becomes more livid when Garv ignores his request for food. Karl shoots Garv in the leg and has him dragged off. Karl pulls Noah into a hug and relates to him that Garv was his 3rd best friend and he still shot him. Noah is 8th so he better get the money by midnight or he's a dead man. Karl will be showing up at the party Marisa is at.

Noah decides to make a hail mary pass and see his estranged father. His father's new wife answers the door and it is revealed she used to babysit Noah. She then had an affair with his father, which ruined their family and Noah's life. She reluctantly ushers him in.

Noah tries to ask his father for help, but his dad is cold, saying it is not his problem. Noah begs his father to be his dad for one night and is willing to just have the $7000 be in place of the alimony he owes his mom. His dad still won't budge. His father's other son comes out and asks about the storm, and Noah's dad say he will be with him in a minute. Noah's father explains he was supposed to watch this special storm with him, but forgot. Noah leaves, disgusted with his father's behavior. He steals some keys on the way out. They are to his father's car.

Noah and the kids head to the diamond store his father owns. They go inside and Noah tries to disarm the alarm, as his birthday is the code. It doesn't work, and Slater suggests it is someone's else. Noah's looks at his dad's photo with his "new" family and punches in his step brother's birthday. It shuts off the alarm. Noah is stunned into silence, realizing how little his dad cares for him. "Sorry," Slater says.

Noah goes to steal some diamonds and other valuables to pay back Karl. Blithe sits down and reveals her gossip that Noah ignored earlier. Her father is cheating on her mom with her secretary. That's why he is staying late so many nights. Her mom knows (and apparently allows it to continue because she is afraid to break up the family). Blithe is really sad, and Noah is shocked that a small child had to carry that kind of burden. Noah says that is not gossip, and that people sometimes do horrible things for no reason, even to the people they love.

Noah and Blithe go back into the main room where Slater says Rodrigo went to the bathroom. Rodrigo comes out with an evil grin on his face. Horror washes over Noah's face. The four of them race out before the cherry bomb's explode, destroying the store.

In the car, everyone yells at Rodrigo for being a psycho, and Rodrigo finally snaps. He says Blithe and Slater are not his siblings and this is not his family. Mad at Slater, he grabs his fanny pack of anxiety medication and throws it out the window. Slater screams at Noah to stop the car, and Slater runs after his bag.

However, it looks like it went into the water, and cannot recover it. Slater freaks out saying he needs those drugs. Noah tells he doesn't. "You're gay Slater," Noah says. Slater denies he is. Noah says yeah you are, and if his therapist hasn't clued him into that, they need to get a refund. Noah goes further, deducing that part of the reason Clayton means so much to Slater is perhaps he is in love with him, and Clayton can't reciprocate those feelings. "I don't want to be a faggot!" Slater screams. Noah tells him not to call himself that and sits him down.

Noah tells him that high school is going to suck, and coming out to his parents will not be easy either. But by college and afterwards, no one will care. He will get a great job, be well fashioned, and "smell great." Noah tells Slater to take a look at him. His father hates him and wants nothing to do with him. He got kicked out of school for stupid reasons. He is a disappointment to his mother. He was previously addicted to drugs. "There's only one freak here Slater, and you're looking at him," Noah says. Noah also admits despite not being gay and never having a gay thought ever, he has seen The Devil Wears Prada 19 times since it is such a good movie. Slater calms down and thanks Noah and asks Noah to promise not to tell anyone he is gay until he is ready to come out himself.

Noah and Slater head back to the car, where they see the minivan drive by. The GPS for Rodrigo's jacket goes off since he apparently left it in the van. They give pursuit.

They track the van down to a bar, where the door man Soul Baby (Reggie Alvin Green) notices Blithe, Slater, and Rodrigo and tells Noah this is not a place to bring kids to. Noah tells Soul Baby that they are all midgets and Blithe is actually 48. "I'm a grandmother," Blithe says. Soul Baby is apparently convinced by Noah's confidence (or rather finds the whole thing humorous) and lets him pass calling him "a bad ass motherfucker."

Seeing Tina and deducing it was her who stole the minivan, Noah confronts her. Tina tries to act hard, but Noah shuts her down explaining his crazy night. He also admits to everyone that Marisa is using him and he knows it. He finally admits yes it was him who puked in her grandmother's urn and he feels really bad about it. In fact, he will make it up to her by allowing her one punch. Noah braces himself, but is distracted by Roxanne, who he notices just as he is punched byTina. Roxanne helps him up and Noah gets applause after he says he is okay. Tina says she respects Noah for making it right and gives him back the keys. Her boyfriend Jacolby (Method Man) says if Noah ever needs help they can call them. Noah looks at Roxanne and says, "I feel so cool right now."

Noah and Roxanne hang out a bit. Roxanne points out the kids shouldn't be here, but Noah shrugs it off. We see Rodrigo chatting with prostitutes, Slater hustling games of pool, and Blithe dances with some girls. Noah asks why she said hi to him earlier, seeing as she more or less ignored him freshman year. Roxanne admits that she thought he was cool and funny but she was nervous to talk to him. "You were nervous to talk to ME?" Noah says, shocked that a girl like her would be afraid to talk to a guy like him.

Noah, the kids, and Roxanne leave the bar, and Noah offers the keys to his dad's car since he can't drive both. Noah gets a call from Marisa and makes the mistake of saying she is his "girlfriend" which depresses Roxanne since they were having a good time. Noah doesn't realize what he did and heads off to Marisa's party. In the car, Noah tries to warn Marisa about Karl but she is unwilling to listen since she is drunk. Noah runs a red light and gets pulled over by two cops. They find the cocaine and diamonds on him and Noah is busted. They also realize he is the guy from the restaurant incident and take a picture of him. Noah thinks he is about to be arrested and apologizes to the kids for the night. However, the cops just steal his stuff and run off to his surprise. Noah realizes he now doesn't have anything to pay back Karl with. They continue to Marisa's party.

At the party while Noah looks for Marisa, Slater talks to Rodrigo. Slater wants to know why Rodrigo is so mean. Rodrigo says he has been transferred from several homes over the past couple years. Slater says maybe he should try to be part of the family. He barely talks to them. They do want to accept him.

Noah finds Marisa and tries to warn her but she won't listen. She sees Ricky (Jack Krizmanich), her ex and decides to go up and see him. Marisa says she has been texting him but he hasn't responded. Ricky says he has moved on and has tried to be nice about it. Marisa wants Noah to jump to her defense but he sees no sense in it since Ricky is being cool about it. However it goes south when Noah says she is his girlfriend and Marisa says he is just a friend. Ricky says good luck because she is psycho. Noah tells him to apologize but Ricky won't. Noah pushes him and Ricky starts kicking his ass. The kids see this and help Noah. Rodrigo bites his ear. Slater hits him with a skateboard and Blithe gives him a double punch to the nuts. Marisa rushes to Ricky just as Karl shows up, looking for his money. Noah grabs Marisa as Karl starts shooting. Noah sees the kids are missing and tries to find them. The minivan pulls up (Rodrigo hot wired it) and they they all get in.

As they try to escape, Karl's gay goons jump out of a van and start beating up their car with sledge hammers. Slater tells Noah to ram the van and he does and they pull away. Karl and Julio take the van and give chase.

Karl pulls up to Noah and waves his gun. Noah distracts Karl while Rodrigo lights a cherry bomb. Noah throws it and it lands in Julio's crotch. It goes off causing him to crash the car. Noah distracted also crashes his minivan. Making sure everyone is okay, Noah is about to get them to safety when Karl shows up and puts a gun to his head. Marisa and the kids run off. Noah slams the door into Karl, throwing him to the ground while he runs. Karl fires off a shot before his gun jams.

Blithe hears a gunshot and thinks Noah is in trouble. Marisa denies it and just wants to get a taxi because she hates kids and is overwhelmed. Blithe tells her to calm down and hand over her phone. She has a plan.

Karl confronts Noah and is about to kill him, when Tina, Jacolby, Soul Baby and several others show up to help him. Noah tells them Karl is crazy and is trying to kill him. Jacolby tells Noah to get the kids home and they will handle Karl. Noah asks to text Soul Baby later. Soul Baby nods and says "Make love to the night motherfucker." Noah runs off and Karl faces a beating. He gets in a punch or two before being surrounded and beaten within a inch of his life.

Meanwhile, Julio tries to get a cab as his nuts are still on fire due to the cherry bomb. The taxi he flags down notices this and runs off without him, leaving him to suffer.

Noah gets back Marisa and the kids and they drive out of the city. He drops off Marisa. Marisa apologizes for how she has acted towards him. Noah accepts her apology and tells her (and most likely to himself as well) she shouldn't waste her feelings on people who don't value them. Noah says he'll see her around and she goes inside.

Blithe comes to sit up front and Noah shows her her face in the mirror. He tells her just because you look like you're grown up doesn't mean you are. She won't get more friends that way. She has to remember that she is a kid and a really cool one at that. Noah explains to Blithe that her name means "joyous." Noah tells her to wipe off her makeup and she does. Slater looks at the clock and realizes it is 1:10 am and their parents will be home any second.

Noah and kids race home and clean up the messes they made. At one point Slater and Noah come in to find Rodrigo cleaning up a liquor bottle he broke. "That's the weirdest thing we've seen all night," Slater deadpans.

Noah and kids sit on the couch and watch the news to see the report of Ricky being assaulted and Noah's sketch on the news as well as three kid assailants. Mr. and Mrs. Pedulla come in and are mad that the kids are still up. The kids try to say they tricked Noah into letting them stay up but Mrs Pedulla sees through that. Mrs. Pedulla tells Noah that his mom hit it off with that doctor and she will be home late. Noah thanks her for setting it up.

Mr. Pedulla pays Noah and tells him to get his act together. Noah insults him back saying he wouldn't take advice from him. Noah tells him he knows he is sleeping with his secretary and HE needs to get his act together. Noah tells him he is going to stop sleeping with her and says he will be watching over him and the family for now on and threatens violence if Mr. Pedulla refuses. As Noah goes to leave he says one last thing, "Oh your wife is smoking hot. You need to stop messing around and tap THAT ass."

Noah is about to grab his bike when he sees Roxanne in his dad's car. She said she followed Rodrigo's GPS device here which kind of makes her look like a stalker. Noah's phone goes off and Roxanne thinks it's his girlfriend. Noah reveals he broke up with her and she'll get over it. Noah gets another call this time from his dad (most likely for the stolen car and destroyed store) but lets it go to voicemail. Noah asks if Roxanne wants to go on a walk to see the storm they are both interested in. Roxanne smiles and agree and they walk off as Rodrigo, Slater, and Blithe look from the window and smiles.

Roxanne and Noah walk off and Roxanne asks about Noah's night. Noah says he takes some advice he heard from Soul Baby to heart, "Make love to the night motherfucker."

During the end credits, we see police sketches of the main characters and their fates.

Noah is going steady with Roxanne who gives him plenty of reciprocation in the oral sex department.

Slater got an internship in the entertainment industry, is more comfortable with himself and smells great.

Blithe started her own successful perfume line.

Rodrigo starts to embrace his adopted family and swears off fireworks.

Karl spends six months in a full body cast due to his beating. He is now posting on Craigslist for a new 8th best friend.

Julio's sketch just says R.I.P. meaning he apparently died from the cherry bomb wound to his genitals from being unable to get to a hospital on time.


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