Guests stars Lena Horne and Tony Randall. Flip and Tony Randall are prisoners sharing a cell with Flip annoyed by Tony's fastidious ways. Flip becomes Geraldine as a meter maid trying to give Tony a ticket. Lena Horne interpets The Beatles "Rocky Raccoon."

Window washer Flip joins a meeting of big businessmen portrayed by Randall, Burns, and Schreiber. Dionne Warwick sings "Anyone Who Has a Heart." Burns and Schreiber plays a psychiatrist and a patient who thinks he's a balloon.