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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.


Major Roles

Minor Roles


  • 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.
  • Stewie is "benched" with Phineas & Barnaby, Vern and Johnny, Fouad, Jim Kaplan, Obie and RJ.
  • 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; Seamus Levine as Mayor Adam West, Tom Tucker as Seamus, John Herbert as Tom, Ernie the Giant Chicken as Herbert, Elmer Hartman as Ernie, Consuela as Dr. Hartman, Ollie Williams as Consuela, Lois Griffin as Ollie, Glenn Quagmire as Lois, Opie as Quagmire, Angela as Opie, Carter Pewterschmidt as Angela, Tricia Takanawa as Carter, Jerome as Tricia, and Mort Goldman as Jerome.

Cultural References

  • 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".




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