Rainbow is struggling with money troubles and a feeling that he doesn't really belong among the rich and tanned in Malibu. The guys try to cheer him up by taking him surfing, but he winds up feeling like more of a fish out of water than ever. He tells Cisco that he wants to return to his hometown -- Allentown, PA -- for an extended break. "If you leave LA, you're leaving the band," Cisco warns him, but he can't persuade Rainbow -- so instead the band accompanies Rainbow for his trip home, booking themselves an Allentown gig.