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.

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 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.

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.

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.

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.

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.

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.

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.