Recap: Ms. Grant and Miss Sherwood are strolling in midtown Manhattan with their bicycles when they notice a black limousine parked near the curb with a license plate that reads Klass Act. Ms. Grant giddily says it probably belongs to actor Ben Pettit, who she describes as "fierce on stage", then cackles, "Sizzle!" When a statuesque woman decked out in a shiny evening gown emerges from the limo, Ms. Grant makes a beeline over to her to say hey, and the woman nods at her knowingly and confirms that Ben Pettit is, indeed, inside the car. She explains that they're returning from a telethon in Connecticut and that the kids kept him up all night. She adds, "He can't say no to kids" and Ms. Grant mulls that over for a few seconds as a crazy idea takes shape inside her head. She runs over to a nearby hot dog stand, cracks up the ghetto blaster, and starts leaping and gyrating in front of the limo. She dances for what seems like a really looooong time, and the camera periodically pans back toward the tinted car window...until Ben Pettit finally rolls it down and makes contact. He eyes Ms. Grant appreciatively, says, "Hello", and she grins and chirps, "Hi!" She explains that she's a teacher at the School of the Arts and would love it if he could take some time out of his schedule to talk to the Fame kids about showbiz and stardom. He continues to mutely grin at her, so I guess we can interpret that as a yes.
Bruno is in Mr. Shorofsky's class, waving around a conductor's baton while he listens to a record. When Leroy and Danny peek in at him through the window and mock him, Bruno abruptly stops and shuts off the record player. Mr. Shorofsky is all, "Wuh?" so Bruno says he doesn't want to do this exercise anymore 'cause he's never going to be a conductor, and grumbles that it's dumb, stupid, and pointless. Mrs. Shorofsky explains that conducting is a vital skill for musicians, 'cause it teaches them to keep tempo. He gruffly reminds Bruno that his classroom is not a democracy; it's his personal kingdom...then heads off to the faculty lounge for some tea.
The students are wildly applauding for Ben Pettit, who's standing on the theater stage, grinning broadly as he basks in the adulation. He then starts off the talk by asking/answering the question he most often gets:
Q: How did you get started in showbiz?
A: I don't remember.
Ben then singles out Julie and asks her what her first memory is, and she says she remembers falling down the stairs and hitting her head at around age three. He turns his attention to Doris (and calls her Puddin' - ugh) and she says she remembers sitting by the sink while her father cut her bangs. Leroy's first memory is of frolicking in the streets of Harlem as water gushed out of fire hydrants. Ben says that his first memory is of sangin' - not to be confused with the less intensive singing - while dancing on the street corner with his father....and then does a few tap dance steps to demonstrate his performance arts skills. Coco asks him if he ever resents being made to perform at such a young age, and he looks dramatically taken aback and says, on the contrary, he's thrilled he gets paid a lot of coin to do what he loves. He says that every day presents a new challenge to work through, whether it be to learn a new song or flesh out a new dance routine. He then stares contemplatively at the students and gives them an assignment...and says he'll have to be officially invited back so he can see how they did on the assignment. He looks over at Ms. Grant expectantly and she assures him he's invited back, and everyone loudly applauds as he saucily accepts her invitation. He then gives them their assignment (due in one week): put together a number that can be described as "high flying". As the students scramble out of the theater to get to their next class, Ben stares intensely at Ms. Grant and brusquely tells his statuesque woman friend, whose name we eventually learn is Lisa, to bring the car around. Lisa looks put out, but obediently does his bidding.
Ben smarmily tells Ms. Grant he hopes he wasn't out of line, giving the students an assignment, and she says that judging from their enthusiastic reaction, it's clear that he wasn't. He tells her he'd like to be part of the grading process, then suggests they discuss it over dinner...and she looks taken aback and chides him for coming on "in high gear". He admits that he was/is shamelessly hitting on her and butters her up more by calling her Sweet Lydia. She blushes and accepts his invitation, and the two agree to meet for dinner tomorrow night, but she firmly decrees, "No limo. No fancy restaurants. No entourage. Just someplace quiet where we can talk" and Ben pretends as though he likes the sound of that.
On the Staten Island Ferry, Bruno is grumbling to Papa Martelli about how Mr. Shorofsky is making him pretend to be a conductor. Papa Martelli tells him to shut up, quit his incessant whining, and accept that life entails doing lots of stuff you don't want to do.
Ben and Ms. Grant are at a quiet restaurant, reading over the menus. Ben complains that there's no booze on the menu, so Ms. Grant points out that they serve white wine, then orders herself a glass. Ben's like, "Mmm..white wine" and orders a glass as well. After the waiter leaves, Ben starts fidgeting, and looks around the restaurant in puzzlement and says, "Nobody recognizes me" and Ms. Grant assures him they do. He makes a face and says he wishes people would make at least a tiny fuss over being in the presence of his greatness and says, "Is that too much to ask?" Ms. Grant laughs at the self-absorbed man-child and explains that this isn't a "cornball crowd" and that the other diners probably assume he doesn't want to be hassled while having dinner. Or maybe they don't recognize him and/or couldn't give a rat's ass about an obscure stage actor eating a meal in a Manhattan restaurant. Ben whines that the restaurant is too quiet, so Ms. Grant says, "That's so people can talk to each other" but he just makes a face and insists that the place needs livening up and heads over to the nearby jukebox. Ms. Grant quickly gets up and beats him to it and chooses a song that ends up being boring elevator music. Ben frowns and says, "Not much heat in that" but Ms. Grant argues that it's adequate for two people who just want to dance with each other...and the two start slow dancing. She starts babbling about The Wizard of Oz, and says she'd really like to find out what's behind his curtain and what he's most afraid of in life. He admits he's afraid of being alone, then stares at her intensely and says, "Come back to my place with me." Ms. Grant shakes her head and says, "Come to mine" and tells him she lives in a shitty apartment in a shitty walk-up building and that she has no food or alcohol. There is, however, a big living room where they can talk until dawn. Ben grins and asks her if there are any other rooms in that apartment besides the living room, and she says, "That's something we can talk about" and the two continue to look really awkward while dancing.
Ms. Grant arrives at school the next morning, glowing with happiness and humming as she checks her mailbox. Miss Sherwood asks how she's doing, and she replies, "On a scale of one to ten: twenty-five!" She then stands in the doorway and nonsensically adds, "Houston, we have lift-off!" and heads off to the dance gym.
In English class, Miss Sherwood is in the middle of a lesson when a belly-dancer enters the room and starts jiggling her hips. Miss Sherwood's all, "Wuh?" and physically tries to get the woman to stop jiggling.
Over in the dance gym, Ms. Grant is looking over the pile of presents Lisa has just brought over, courtesy of Ben. Lisa stonily says, "Obviously he's quite taken with you" and says she did her best to estimate her size...then explains that she had to bring the stuff to the school 'cause her apartment building doesn't have a doorman - and some of the items are too valuable to leave with the super. Ms. Grant peeks inside the largest box and we see that it's a a fur coat, but when the students notice the garment and start to go, "Owwwww!" she quickly closes the box. A few seconds later, Miss Sherwood enters the room with the belly dancer in tow and wryly says, "Houston, we have a problem."
Leroy is leaping and twirling around the stage of the school's theater when Julie and Doris enter. He explains that he's working on the "high flying" assignment and asks Julie if she would compose some music for him. He then gives her a demonstration of the kind of moves he's planning on doing...and as Julie thinks it over, Doris blurts out, "No problem!"
Ms. Grant dejectedly walks down the hall and unwittingly passes Ben, who's standing off to the side, near the stairwell. He asks her whassup with her mopey 'tude and thought she'd be much happier after getting a stack of expensive presents. She tells him they weren't necessary, and that the present she liked the best was when they went to dinner and had a quiet talk. Ben's like, "Whatever" and says he'd really like to see her wear some of the stuff he just bought her, and invites her to join him for dinner at 9pm. She makes a face and says that 9pm is kinda late 'cause she has school in the morning - but like the inconsiderate turd he is, he ignores that and says he invited 15-20 people to eat with them and reminds her that his greatest fear in life is being alone. He orders her to go fetch her gifts while he brings the car around and says he wants her - "Pettit's new lady" - to dazzle his friends. He then turns around, gives her a wide phony grin, and says, "We're going to dazzle them, baby." Once he's safely out of earshot, Ms. Grant makes a face and mutters, "Lydia Grant, starring as Ben Pettit's new lady. A limited engagement." Run, Lydia! Ruuuunnnnnn!
Over in the office, Mr. Reardon asks Danny how it's going and mistakenly refers to him as Amaretto. Haha!
Bruno is in music class, conducting the music of his classmates while Mr. Shorofsky presides over the operation. When they finish playing, Leroy suddenly bursts in and says he needs Julie to help him with his "high flying" performance, and she gets excused from class. Mr. Shorofsky looks at Bruno in puzzlement and asks him why he didn't try harder to get out of this assignment, and Bruno says that his pop urged him to stop whining about every fucking thing he doesn't want to do and just suck it up. Mr. Shorofsky nods approvingly and says he's growing up, then gives him a B+ for his music conducting.
Ben is sitting in the front row of the theater, watching the students perform their "high flying" routines...and for some reason his shirt is unbuttoned to reveal his smooth, hairless chest. I guess that's how stage actor folk in the '80s used to dress. Coco and several backup dancers are performing an energetic Caribbean inspired number, and when they finish and look very pleased with their effort, Ms. Grant gushes, "That was terrific, girl!" Ben turns around to shoot her the stink-eye, then tells Coco, "It was good - nothing great. Nothing to be ashamed of." Coco immediately deflates, mumbles, "Whatever" and stalks off stage. Leroy, Julie, and Doris take the stage next, and their performance is a weird, slow moving piece with Doris narrating, Julie playing slow cello music, and Leroy doing shadow puppets against a black backdrop...and after a minute or so, he starts leaping about the stage and flexing his taut bod. When they finish, Ben shoots them a look of disgust and snaps, "What in the hell do you call that?!" and bellows, "You were supposed to do a high flying routine, not some pity packed greeting card!" Doris snaps back, "We were trying to do something different!" and Ben says that performing something that boring is the quickest way out this business. Leroy tries to explain that the school encourages experimentation, and Ben retorts, "You are not in school right now! You are dealing with me!" He bitchily says that he hasn't been in school for a loooong time, doesn't know "geology from gee whiz" (?), and warns Leroy to start building some calluses if he wants to make it in this racket. He growls, "If this school isn't teaching you that, then it's not worth much." Ouch.
The criticism is all too harsh for Ms. Grant, who jumps out of her seat and races up to the stage. She orders everyone (but Ben) out of the theater and Ben yells, "Why?! Don't you want them to hear the truth?!" She retorts, "Not your version, I don't" and says they're trying to teach the kids to be whole people, not self-centered fuckbags like him. Ben stares back at her mutely, so she softens and sadly says, "We got too close. You got scared." Ben kind of tears up...and as she turns to leave, he grabs her by the hand and the two hug - just as a song (featuring her voice) starts playing in the background. Suddenly, there's a blue background behind them, and they start dancing what looks like a well rehearsed, choreographed performance...and that goes on for a looooong time. When it ends, they share one last kiss before she walks off stage...and as she sashays toward the exit, Ben smarmily coos, "You shoooore no gypsy." She gives him a sad little nod and then exits the theater, and notices that Lisa is patiently waiting for her douchebag boss (or whatever Ben is to her) on a bench. A few yards further, she runs into a group of Fame kids, and they applaud her and envelop her in a big group hug...and then a mime rides by on a giant unicycle, which was kind of random - but, then, this show seems to have a weird penchant for mimes.