A Lot Going on Upstairs is an episode of Family Guy.
Stewie invents a machine that will help him enter his own mind, so he can put a stop to his recurring nightmares. Meanwhile, Peter turns the attic into his mancave.
As Stewie sleeps, he dreams of his preschool where a monster appears. His dream shifts to a dinner party hosted by Glenn Close and the monster appears again and continues to appear though his other dreams, causing him to forget his lines during the title song. He awakens and is invited by Lois to sleep in their bed.
He describes his problems to Brian the next morning and announces his plan to never sleep again. However, he drifts off and finds himself drowning as he is captured by the monster again until he awakens with Brian who promises to help him get over his problem. Brian's research reveals that it is something in his subconscious so he tries to dress Chris as Frankenstein's monster and a chain of Meg and the neighbors to pose as each other to try to address a possible fear of monsters, but as the nightmares continue, Stewie builds a dream interface to bring Brian inside of his dreams to help him.
Bringing Brian into his dream, he finds the same dinner party as before where he gets to know the dream version of Close, but when Stewie arrives, they move on to another dream and find themselves at the doctor's, then though other dreams where they are manipulated by Stewie's monster. Taking a syringe from a horrifying dream Dr. Hartman, Brian kills the monster which dissolves into Brian himself. Stewie deduces that he is worried that he is afraid of disappointing Brian who lets him know they are pals. Awakening, Brian tells Stewie what happened but is dismissed as a weirdo.
Meanwhile, Stewie's sleeping in his parent's bed forces Peter to seek other sleeping arrangements. He tries to sleep on the kitchen table until he finds out about a futon in the attic from Brian and decides to turn it into his “Pete Pad,” moving stuff in to make it more homey. With the guys over, they have insulation fights and avoid doing the chores, leaving them to Lois. Their game of lawn darts causes Lois to try to break up the party but when they refuse, she seals them inside. Trapped, the guys try to yell for help but Meg has tuned everything out. Unsuccessfully begging Lois and then threatening to defecate on her wedding dress, she caves in and pries the door open, dumping them on the floor but they had already destroyed her dress.
- Stewie Griffin
- Brian Griffin
- Nightmare Monster
- Peter Griffin
- Lois Griffin
- Glenn Quagmire
- Cleveland Brown
- Joe Swanson
- Chris Griffin
- Meg Griffin
- Mayor Adam West
- Fouad (Cameo)
- Seamus Levine (Cameo)
- Jillian Russel-Wilcox (Non-Speaking Cameo)
- Hennessey O'Callaghan (Non-Speaking Cameo)
- Dave Campbell (Non-Speaking Cameo)
- Phineas (Non-Speaking Cameo)
- Barnaby (Non-Speaking Cameo)
- Jim Kaplan (Non-Speaking Cameo)
- Obie (Non-Speaking Cameo)
- Fjurg Van Der Ploeg (Non-Speaking Cameo)
- Dr. Bruce Kaplan (Non-Speaking cameo)
- Steve (Non-Speaking Cameo)
- Herbert the Pervert (Non-Speaking Cameo)
- Giant Chicken (Non-Speaking Cameo)
- Consuela De La Morrela (Non-Speaking Cameo)
- Ollie Williams (Non-Speaking Cameo)
- Kimi Quagmire (Non-Speaking Cameo)
- Jesus Christ (Non-Speaking Cameo)
- Opie (Non-Speaking Cameo)
- Angela (Non-Speaking Cameo)
- Carter Pewterschmidt (Non-Speaking Cameo)
- Tricia Takanawa (Non-Speaking Cameo)
- Jerome Cool J (Non-Speaking Cameo)
- Mort Goldman (Non-Speaking Cameo)
- Connie D'amico (Non-Speaking Cameo)
- Cleveland Brown Jr. (Non-Speaking Cameo)
- Joyce Kinney (Non-Speaking Cameo)
- Death (Non-Speaking Cameo)
- Susie Swanson (Non-Speaking Cameo)
- Steve (Non-Speaking Cameo)
- Tom Tucker (Non-Speaking Cameo; Dream Version Spoke)
- Dr. Hartman (Non-Speaking Cameo; Dream Version Spoke)
- [Stewie gets benched with multiple other abandoned side characters]
- Peter: Don't worry, we'll put you in soon.
- Fouad: Oh-ho-ho! It's funny because you won't be back!
- Brian: Alright Stewie, time to tackle your fears. Now, it sounds like you're scared of monsters, so to help you get over it, here's Frankenstein.
- [Chris comes into the room, dressed as Frankenstein's Monster]
- Chris: Ugh, I'm Frankenstein. I'm actually really nice. There's no need to be scared of me. Arrrrrgh!
- Stewie: Seriously? This is obviously Chris in a costume.
- Brian: Huh, well that can't be possible because here comes Chris walking in the door right now.
- [Meg comes in the room, dressed as Chris]
- Meg: Hey, hey, hey! Here comes Chris Griffin! A rootily toot toot!
- Stewie: Yeah, okay, whatever Meg.
- [Mayor West comes in the room, dressed as Meg]
- Mayor West: Meg? You must be talking about me. A rootily toot toot!
- Stewie: You got Mayor West in on this too?
- [Seamus come in the room, dressed as Mayor West]
- Seamus: Arrgh, I mean, not arrgh. I'm Mayor West. A rootily toot toot!
- [Stewie looks out the window and sees a long line of characters dressed as the people in front of them]
- Stewie: [To Brian] Do they all say "A rootily toot toot?"
- Brian: A lot of them, yeah.
- Stewie: You and I will place these cranial impulse receptor caps on our heads, I shall begin my slumber and...
- Brian: And then this thing will actually allow me to enter your dream?
- Stewie: That's right, Brian. I want you to come inside me while I'm asleep.
- Brian: No, don't say it like that.
- Stewie: Your job is to stop these nightmares by finding that monster and killing him. This isn't a job for the meek, Brian. When you get in there, you've got to be hard.
- Brian: Okay, but that felt intentional.
- Stewie: [In the form of Elmo] Hi, Brian! Elmo speak bad English on educational show! Ha ha ha ha ha!
- [Stewie and Brian come across some dancing, cartoon farm animals with genatalia]
- Stewie: Aaaaaah! That one trip to the petting zoo really messed me up! I saw too much!
- Student: Ha ha! Stewie's naked!
- Stewie: What? [The other students laugh] Oh my God! Don't look! Don't look! Cell phones down! Cell phones down!
- Lois: Damn it, Peter, are you guys playing lawn darts in the attic again?
- Peter: No. Yay! Lawn darts! Peter wins lawn darts! She's dumb; she got no idea.
- Tom Tucker: Adult stuff. Adult stuff. Adult stuff. The world is scary. Adult stuff. Adult stuff. Scary people yelling at another part of the world. Adult stuff.
- Elmer Hartman: I would've been here sooner, but one of my legs is a snake that's very hungry for mice.
- [After Brian throws a syringe at the monster]
- Elmer Hartman: Nice shot. Get it? Shot? All right, bye!
- Stewie: [To Brian] You've been more of a father figure to me than the Fat Man ever has been or ever will be. Look. I know I'm always busting your balls, but it's just because you're the only person in this house whose judgment actually matters to me.
- Quagmire: I might need two weeks off from this friendship.
- Stewie: [Sarcastic] Oh, I sure hope the dog approves of who I am. I'm outta here, weirdo. There's a wedding dress out here covered in shit.
- The title is a euphemism for a deep thinker.
- A113 appears on Lois' license that Stewie takes to preschool in his dreams. A113 is an old animation in-joke used in several other animated movies and T.V. shows.
- Brian informs Glenn Close that she was very mean in her performance as Cruella De Vil in the live action version of 101 Dalmatians.
- Brian says that his mother is dead, a callback to "Road to Rhode Island" and his mother Biscuit.
- Stewie claims to have never had a nightmare before. However, he had a nightmare about being kidnapped by Santa Claus in "A Very Special Family Guy Freakin' Christmas".
- Although pictured as a six man group in Stewie's dream, in reality, The Dovells performed with 4-5 members at various times of their career, although several different members came and went to pursue other projects.
- The line of characters outside the Griffin House after Brian tries to help Stewie get over his night terrors with Chris dressed as Frankenstein's Monster are:
- Chris Griffin as Frankenstein's Monster
- Meg Griffin as Chris
- Mayor Adam West as Meg
- Seamus Levine as Mayor West
- Tom Tucker as Seamus
- Herbert the Pervert as Tom
- Ernie the Giant Chicken as Herbert
- Dr. Hartman as Ernie
- Consuela De La Morrela as Dr. Hartman
- Ollie Williams as Consuela
- Kimi Quagmire as Ollie
- Jesus Christ as Kimi
- Opie as Jesus
- Angela as Opie
- Carter Pewterschmidt as Angela
- Tricia Takanawa as Carter
- Jerome Cool J as Tricia
- Mort Goldman as Jerome
- Connie D'amico as Mort
- Cleveland Brown Jr. as Connie
- Joyce Kinney as Junior
- Death as Joyce
- Susie Swanson as Death
- Steve as Susie
- Peter's "cartoon sheriff" cutaway and its sound effects are typical of those used by Hanna-Barbera Productions in the 1950s-1960s.
- Glenn Close offers boiled rabbit for dinner, a reference to the film Fatal Attraction, which Stewie does not get.
- "Couchella" is a reference to the Coachella Valley Music and Arts Festival. This is the second reference to Coachella this season, after previously being mentioned in "Hot Pocket-Dial".
- The special opening of this episode has Stewie getting "benched" for messing up the Theme Song. When he's put on the bench, he sits alongside a bunch of recurring characters, who haven't appeared in the show for quite some time, (between 5-10 seasons). These characters include: