Peter builds a man cave in the attic to get away from Lois. Meanwhile, Brian goes inside Stewie's head to find out why he's been having nightmares. Original airdate, March 6, 2016.
Tropes:
- Borrowed Catchphrase: Attempted. Meg thinks "a rootily toot-toot" is Chris' catchphrase, and says it when disguised as him. Adam West says the same when disguised as Meg, thinking it's her catchphrase. According to Brian, "a lot" of the characters in the lineup are convinced that "a rootily toot-toot" is someone else's catchphrase.
- The Bus Came Back: Phineas, Barnaby, Vern, Johnny, Fouad, Jim Kaplan, Obie, and RJ make a cameo as part of a gag where Stewie dreams about screwing up the Title Sequence and getting benched with characters who either became Out of Focus or were written off.Peter: Don't worry, we'll put you in soon.
Fouad: Ho, ho, ho! Is funny because you won't be back. - Catapult Nightmare: Stewie has this when he wakes up from his nightmare about messing up his lines in the intro.
- Continuity Nod: This episode brings up Stewie's (albeit mostly hidden) respect for Brian's opinion. Something that was first brought up in "Brian & Stewie".
- Disproportionate Retribution:
- Lois locks Peter, Joe, Cleveland and Quagmire in the attic after losing her patience with Peter for spending so much time up there. It might have been good karma if it was just Peter but her trapping his friends who were only invited there and goofing a bit was a little too far.
- In a Nightmare Sequence, Stewie is taken off the show, implicitly forever, just because he messed up his line once.
- Double-Meaning Title: The title refers to the subplot of Peter and the guys doing stuff in the attic. Figuratively, however, the phrase "a lot going on upstairs" refers to people known for being deep thinkers, which relates to the main plot taking place in Stewie's mind.
- Harmful to Minors: Stewie has been traumatized by damn near everything from fearmongering news broadcasts to a trip to the petting zoo when Stewie saw an animal's junk.
- If It Bleeds, It Leads: Mentioned in Stewie's nightmare, when he and Brian run into a giant Tom Tucker doing an over-dramatic broadcast.Tom Tucker: (over footage of war, terrorism, diseases, natural disasters, etc.) Adult stuff. Adult stuff. Adult stuff. The world is scary. Adult stuff. Adult stuff. Scary people yelling in another part of the world. Adult stuff.
Stewie: (screams) I wish Mom wouldn't watch the news in front of me!
Tom Tucker: Coming up, a map with a hurricane on it and you don't know your states yet! - Paper-Thin Disguise: Thinking Stewie's nightmares stem from a fear of monsters, he has Chris dress up like Frankenstein to try to convince him monsters aren't all that scary. Stewie sees through this disguise, only for Meg to come in dressed as Chris in Brian's attempt to convince Stewie that it really is Frankenstein and not Chris. This is followed up by Adam West dressed up as Meg, and then a long line of other characters dressed up as others. In order:
- Shout-Out: Peter muses to himself how Mrs. Potts and Lumiere are able to sing so well.
- Take That!:
- To Sesame Street, no less: "Elmo speak bad English on educational show!"
- Brian tells Glenn Close she was "very mean in 101 Dalmatians."
- Too Dumb to Live: Peter and his friend hit each other with fiberglass insulation like pillows and they cough.
- Too Smart for Strangers: Stewie encounters a group of obvious pedophiles in his nightmare because "Lois has painted a very dark picture of abduction."Creepy Guy with Candy in his Pants: Would you like some candy?
Creepy Guy in Dog Suit: Help me find my lost puppy!
Creepy Guy who Looks Like Frankenstein: I like your mouth and butt! - "What Do They Fear?" Episode: The episode is about Brian helping Stewie conquer his fears as they travel through Stewie's mindscape and address his various nightmares.
- You Need a Breath Mint: According to Stewie, Carter has severe halitosis that makes getting kissed by him unbearably nauseating.
