The gang decides to get in shape and everyone joins a gym. Barney is shocked to see that the woman working at the gym's smoothie bar is Rhonda, the woman to whom he lost his virginity. He has a flashback to when, fresh from his break-up with long-time girlfriend Shannon, his brother James (who was "not gay yet") set him up with his mother's friend, Rhonda "The Manmaker" French, who told Barney that he "rocked her world", boosting his confidence. Later, Rhonda tells Barney that James convinced her to tell him that he was her best ever, and Rhonda only agreed to it because James slept with her - Rhonda doesn't even remember Barney's name (she calls him Barry). Barney decides to get over it by going to the Victoria's Secret Fashion Show after-party with Ted and Marshall, where all of Barney's pick-up lines become vulgar and fall flat. Barney realizes he has the yips—he is over-thinking hitting on girls to the point where he can't do it any more. Heidi Klum convinces him to go back to Rhonda and try again to regain his confidence. She rejects him at first, but after Barney talks to her at the bar, she invites him over to play cards, which quickly turns into sex. Rhonda insists that it really WAS the best she ever had this time, while Barney agrees in monotone, clearly having gained his confidence back.
Marshall is having a much harder time at the gym than anticipated. Although his trainer is a cute girl, she drives him very hard, making him do hundreds of push-ups and making him cry with only her words. Lily gets a very muscular trainer who is helping her with flexibility, but it turns out, is completely unaffiliated with the gym. Robin enjoys the gym because she doesn't have to wear a cute outfit and can work out uninhibitedly, although the gang makes fun of her for looking manly. Ted seems to always find a reason to avoid working out (e.g. bringing the wrong shorts), but after Marshall passes his trainer on to him, he gets what he paid for. Although everyone agrees joining the gym was a great decision, Older Ted's voice-over reveals that, after that first week, they never went back.