Lady Hamilton wants Freddie to use his leave from the RAF to support her with the hotel and it becomes clear she wants to make changed and that Garland is in her sights. The hotel manager insists he's not worried and that he just needs to show how indispensable he is, but Peggy and Feldman aren't so sure, while Charity meets Joe and reveals her plans for revenge, but he refuses to help her, and Emma and Betsey hit the town.

Following the fall of France, guests flood into the hotel - one of whom catches Lady Hamilton's eye.

Joe is offered the opportunity of a lifetime - but finds himself unexpectedly torn. Betsey's mother comes for a surprise stay.