To officially relaunch The Comedy Store under Pauly's management, Mitzi has an idea to throw a roast in his honor. Because it's Pauly, the only host they can find is comedian/actor Richard Belzer. Now, it's up to Tommy, Mark, and a few other Store minions to book a panel of celebrity roasters from the Comedy Store's illustrious past that includes Letterman, Carrey, and Rock.
While the roast is being planned, Pauly visits a local elementary school and reads to a classroom of kids. During his visit, he gets a call from his agent telling him that he got the knight role he auditioned for in Medieval Times. His good fortune runs out when he returns to the Comedy Store to find out that the only people Tommy and Mark could book were C-list comedians and Pauly's friends.
In a lunch meeting with Belzer, Pauly reluctantly tells him that he's going to be the most famous person there and tries to convince him that the roast is not a joke. In preparation for the big night, Pauly tells Marlon that he needs to get balloons and lights to decorate the store and gives him specific instructions about car service for him and Richard Belzer. At the party shop, Marlon becomes infatuated with an air clown.
The roast gets off to a rocky start: Marlon picks Pauly up in the classy limo and sends Fat James to pick up Richard Belzer in the pimped out limo. Also, Marlon's mounted the air clown to the roof of The Store. Inside, it gets worse. Franchesca Hilton bombs on stage and Pauly's worried that Belzer is going to walk out.
However, in the end, Tom Arnold gets the show back on track and Pauly realizes that it was foolish to worry that enough celebrities would attend the roast because it's better to be surrounded by close friends, even if they're condemning your career and poking fun at your choice to date strippers.