Written by Riccardo DiLoreto & Michael Mitnick
Directed by Jon S. Baird
Richie, Zak and Skip head to Chemical Bank where they meet with a loan officer who is a high school acquaintance of Zak's. Despite their connection, the man denies American Century's request for financial assistance, claiming the deal presents "too many imponderables."
Andrea Zito meets with Hal Underwood and rejects all of his suggested logos for Alibi records. "A dick, two dicks, the map of Italy and finally, the actual logo for Volkswagen," she says, passing on each design. She berates Hal for retreading "shitty" ideas, and when he insults her, she fires him.
Kip and the Nasty Bits record at the Electric Lady. Richie isn't impressed with their new song, and he's dismayed to learn they don't have any other new material. He reminds the band they're opening for the New York Dolls in less than a month, and demands they get their act together. "I don't need a hit," he tells them. "I need a Nasty Bits song."
Zak and Scott meet with Gary, the singer who covered David Bowie's "Life on Mars?" at Zak's daughter's bat mitzvah. Both Zak and Scott are taken with the young man, but in completely different ways. Zak hands Gary a contract and tells him he's going to be an American Century artist.
Richie returns to ACR where he finds Joe Corso waiting for him. Corso tells him the police came to see him about Buck Rogers, and they know the three of them were at the Oasis together before Buck was murdered. Corso informs Richie he "lawyered up," and advises him to do the same. When Richie minimizes his involvement, Corso insists that it was Richie who killed Buck. "If I go down," he warns, "I am not going down by myself."
Lester watches Kip and Alex struggle to write new material, so he demonstrates the E-A-B chord progression, explaining how it's the skeleton for a variety of popular songs. "Everything has a foundation," he says. "A Shakespeare sonnet, a bookcase, the Empire fuckin' State Building." As he cycles through a bunch songs, the guys ask about the only one they don't recognize. Lester brushes them off, telling them to write what they feel.
Richie meets with Skip, who delivers a sales report. Their meeting is interrupted by an exuberant Zak and Scott, who have just signed Gary. Richie asks Zak how they're going to afford a demo for a new artist, and Zak reveals that he's going to mortgage his house to pay for it. He wants to make things right after losing the money in Vegas, but Richie, knowing the truth, tries in vain to talk Zak out of it.
Kip follows Lester up to the roof of the Electric Lady, where he confirms the song he and Alex liked, "Woman Like You," was Lester's original track. After Kip reveals he moved to New York to get away from a girl, he asks Lester to rearrange the song for the Bits and make it their own.
In the mailroom, Clark uses a few lines of coke to ease the tension with Jorge. Jorge admits he steals records for a DJ friend in exchange for free drinks. Clark wonders aloud how he overlooked the disco music Jorge is playing.
Richie meets with his former mentor Maury Gold and confesses ACR is "running on fumes." He proposes getting a loan from Corrado Galasso, but Maury is cagey about the idea. He asks Richie if he's ever seen a person choked to death, then regales him with a recent Galasso story: A guy who screwed over Galasso was strangled with a lamp cord, right in Maury's office. Richie assures him he's not stupid enough to get himself killed.
Devon meets a handsome young photographer, Billy McVicar, at Max's Kansas City. After he fails to get a photo of John Lennon and his girlfriend May Pang, Devon asks for his camera. She and Ingrid approach the former Beatle and ask for one picture. Lennon relents, and Devon surprises him by handing him the camera -- for a shot of her and Ingrid. Having loosened him up, Devon snaps off a series of photos. Later, Devon and Billy develop the images and consummate their budding affair.
Richie and Zak take a meeting with Maury and Galasso to discuss the $100,000 loan they need to get ACR back on its feet. Galasso agrees to the deal, but drops the bomb that Maury's label, Rondelay Records, will now share office space with American Century. That way Gold won't need to pay rent, and he can "watch over" Galasso's investment. Gold assures Richie they'll only share an address, and Richie reluctantly agrees to the arrangement. After the meeting, Richie sends Zak home in the limo, wanting to walk and clear his head. His walk is cut short when the two cops who questioned him about Buck approach and coerce Richie into their cruiser.
At the police station, the two detectives casually interrogate Richie. Richie asks to call his lawyer, but despite the sound of ringing telephones, the cops insist the lines are down. Richie refuses to implicate Corso and maintains his innocence. They ask if Corso would do the same for Richie, then play back a recording of his earlier conversation with Corso, revealing his office is bugged. Richie is placed in a jail cell.
The Nasty Bits record their version of "Woman Like You," while at home, Zak ponders his reinvention of Gary. Clark joins Jorge at a dance club in the Bronx, where he has an epiphany about the music around him.