Richie's secret scheme to convince sophisticated Cindy Kendall that he has his own apartment by exchanging bedrooms with Fonzie is foiled when her furious father comes looking for her in the middle of the night.
With Richie, Ralph, and Potsie all cramming into Richie's car, each with his respective date, Richie feels it is cramping his chances romantically; so he and Fonzie come up with a scheme for him to use Fonzie's apartment for an evening to try to woo an art student.
- Note: The role of Mr. Kendall, the art student's father, is played by Conrad Janis, who would go on to play Mindy McConnell's father Fred McConnell (a somewhat similar character) in the Happy Days spinoff Mork & Mindy.
- Ron Howard as Richie Cunningham
- Henry Winkler as Arthur "Fonzie" Fonzarelli
- Marion Ross as Marion Cunningham
- Anson Williams as Potsie Weber
- Don Most as Ralph Malph (credited as Donny Most)
- Erin Moran as Joanie Cunningham
- Tom Bosley as Howard Cunningham
- Al Molinaro as Al Delvecchio
- Jenifer Shaw as Cindy Kendall (credited as Jennifer Shaw)
- Conrad Janis as Mr. Kendall, Cindy's father
- Heather Warren as Girl with mop (uncredited)