Thinking it will be easy, Lincoln and Clyde decide to take on the task of baby-sitting Lily.
One Sunday morning at the Loud House, Lincoln believes that he'll be free to do whatever he wants for the day. However, his mom announces that she, Lincoln, and his sisters are going to her Aunt Ruth's house for the day. Lincoln hates it there because Aunt Ruth is always making them watch videos of her cats, eat old moldy pudding, and massage her feet (one of which has an extra toe). The only ones who usually don't go are Lily (who Aunt Ruth doesn't trust around her cats) and Dad, who babysits the former. To avoid going, Lincoln offers to babysit Lily while his Dad goes to Ruth's which Mom gladly accepts, much to Dad's chagrin.
After his family leaves for Ruth's, Lincoln invites Clyde over to help him babysit, which Clyde gladly accepts. When they try to feed her some baby food, Lily refuses to eat it and tosses it at their faces. Deciding to eat something as encouragement, Lincoln and Clyde inadvertently end up eating dog food, but they succeed in making Lily eat. Next, they try to change her diaper. Initially repulsed by the toxic smell, the boys use Lisa's radiation equipment to change it, but they end up flinging the diaper into the ceiling fan, causing its contents to cover the room and they put the room under quarantine. Finally, they put Lily to sleep for her nap with a bedtime story. To avoid waking her while they watch a zombie movie, they decide to wear headphones while they watch. Unfortunately, their screams of fright wake Lily up and make her cry. So they turn on electric fans and radios, but it still didn't work. When Mom calls Lincoln to check up on him, he tells her of Lily's crying and she advises him to take her to the park to calm her down.
At the park, Lincoln and Clyde set Lily down on the sandbox with other babies and they end up dozing off while watching her. When they wake up, they see Lily crawling towards the playground and try to save her from the potential dangers of the crowded jungle gym. After picking up who they believe to be Lily in a crowd of mud-covered kids, the two head home. But they soon discover that they brought back a baby named Billy instead, and worse, Lincoln gets a call from Mom saying that she and the rest of family are on their way home. Fortunately, Lincoln and Clyde manage to make it back to the park and swap Billy for Lily before his father drives away.
They manage to make it back home with Lily just before the family arrives. However, Lincoln gets a call from Mom saying that Billy's father called and told her that his son has the chicken pox, meaning that he, Clyde and Lily may have been exposed to it. But since Aunt Ruth already had it, the three are sent to her house until they get better.
This episode currently holds the record for having the highest number of viewers.
Billy is based on Lily's prototype character design, where she had a tall, poofy tuft of hair.
The only people in the Loud family who actually seem to like visiting Aunt Ruth are Rita, Lana, and later, Lily.
According to Lisa, there were only 48 stars on the flag of the pudding label, which indicates that the pudding was made sometime before 1959, as the last two states admitted to the union, Alaska and Hawaii, were established that year.
This is the first episode to have Clyde on the title card.
Two of the babies in the park are modeled after the real life children of art director Amanda Rynda.
Clyde's pose on the title card is identical to one of his pieces of artwork.
This episode reveals that neither Lincoln, Lily, nor Clyde has had chicken pox before. It is unknown if they caught it during this episode or not.
Innuendo: The scene where Lily's dirty diaper is flung into the ceiling fan is a subtle visual pun on the phrase "sh*t hits the fan".
Irony: Lincoln wants to babysit Lily to get out of Aunt Ruth's, but when they got exposed to chicken pox, they went to Ruth's, turning it into a cop out.
Two Boys and a Baby - The title of this episode is a parody of the 1987 comedy film Three Men and a Baby. A promotional image drawn by Jordan Koch parodies the movie poster.
Hank Ketcham - Ketcham Park is named after the creator of Dennis the Menace.
Jared Morgan - The newspaper Dad is reading is titled the Morgan Gazette in reference to the prop designer.
Popeye - The newspaper' headline is "Studies find sailors hate spinach!!!" in reference to Popeye the Sailor.
A Charlie Brown Christmas - At the beginning, Lincoln is seen doing the dance performed by the character "5" in this 1965 special.
Aunt Ruth has an extra sixth toe. However, characters in The Loud House are depicted with only four toes per foot, so the fact that Ruth's other foot has five toes would itself be considered an abnormality.
When the hook makes the diaper go up, it is not on Lincoln's hands.
Lily is also seen having eyebrows which she usually does not have. This also occurred in "Changing the Baby".
Before the boys, the little kids, and the babies fall in the mud, Lily and Billy already have mud on their hair.
When the little kids push the boys and Lily through the tunnel, Billy is not present.
Before the flashback, Lincoln wears an orange t-shirt. After the flashback, Lincoln wears an orange polo.
In the end, when Lincoln and Clyde chase Lily around, Aunt Ruth's extra toe was gone, but somehow it came back.
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