In the wake of some shocking news, Gene encourages his class to channel their feelings into their work. Meanwhile, resolved to quit his job and put the past behind him, Barry tries not to get pulled back in by Fuches and the Chechens; and Sally tries to crack the nut that is Barry.

Barry finds that distancing himself from Fuches and the Chechens might be harder than he thought. Sally is dismayed to learn that an audition arranged by a prospective agent has strings attached. Gene promises Moss a bombshell, but only over dinner. Barry invites a Marine buddy and his two pals to a party given by his classmate Natalie, where Zach, a rising actor, threatens Barry's claim on Sally.