|Original Airdate||May 8, 1998|
|Written by||Bob Tischler and Matthew Nelson|
|Directed by||Alan Myerson|
|Guest starring||David Packer as Jonathan, Rikki Dale as Maria, Robert Hy Gorman as David, Caprice Fisher as Nicole, Hila Levy as Terri, Zach Graham as Barry|
After working long and hard to make sure all of his friends are accepted to Pennbrook, Cory begins to freak out when things don't go according to plan. First, Shawn is wait-listed for Pennbrook, making Cory determined to get him in, since he, Topanga, and Angela got in. He convinces as many students at John Adams High as he can to not go to Pennbrook. Even when Shawn is accepted, though, he wants to take a full time job working for a photographer. Cory attempts to make Jack convince Shawn not to take the job, but pretty girls at Shawn's photography student render Jack useless, and Cory is forces to carry him out.
Seeking Feeny for advice, he gets more bad news. Feeny has decided that he is going to retire and move to Jackson Hole, Wyoming. Even worse, Topanga had applied for Yale. Initially, she is wait-listed, but a letter arrives later and she is accepted. Cory is glad for her that she was accepted, but is more upset that all of his plans are falling apart. Cory finds Morgan, the one person that he can count on, and talks to her. He's very glad that she's not doing any big changes and taker he to Chubbie's. As they talk, though, yet another change reveals itself: Chubbie's is now Peg Leg Pete's, a pirate-themed restaurant. Cory freaks out.
Three hours later, Morgan returns with Eric. Eric consoles his brother, and tells him that he needs to accept the changes and be happy for his friends, otherwise he himself isn't a good friend. Topanga, Shawn, Angela, and Jack all enter, and Cory is ready to talk. He tells Topanga that he is truly happy for her and he wants her to go to Yale because of how good a school it is. He tells Shawn that he still thinks he's making a mistake, but he accepts it. Eric is proud of Cory, but he freaks out when Cory reveals that Feeny is retiring.
Immediately, Eric rushes over to Feeny's house to talk to him. He brings a cool surfboard and is wearing a Hawaiian shirt because Jack (sarcastically) told him that Jackson Hole was in Hawaii. He asks Feeny if it's true, and then asks him if he's really, really quiet, if Feeny will stay.
This is the last episode that uses the Chubbie's set.