Rachel, having grown tired of mediocre roles in her films threatens to walk out on Sylver Screen Pictures. Leo calms her down and promises her the lead in a major new film, but she is infuriated when she discovers that the part has gone to Barbara Stanwyck instead. In a bitter confrontation, Rachel informs Leo that she's walking, but Leo responds by telling her that her contract is ironclad and that she can't get work anywhere without his permission. Meanwhile, the lead part in Rachel's current picture falls to Norma, who tortures Charlie with dozens of re-write notes, and Victor takes Fabian under his wing in order to get him into good physical shape for the company picnic.

• Kim Rhodes
• Eric Stoltz
• Allen Garfield