On the eve of the Tony nominations, Frank infuriates Maddie by admitting he doesn't think she'll get a Tony nod. Trying to remind a fuming Maddie just how lucky she is to have him in her life, Thelma recounts how they all met.

Maddie and Thelma clash when Thelma's womanizing ex-husband Duke comes to town. Worried she could lose her best friend and faithful assistant, an insecure Maddie will do anything to keep Thelma and Duke apart.

Outraged that her co-star is getting jobs, Maddie vows to fire her agent. When cowardice stops her from lowering the hammer, she seduces him. Bolstered by her "courage," Arlo, Frank and Thelma face their fears.