Bryan fights to get an audition for a role he knows he's perfect for; Jennifer gets a job as an extra in a Keanu Reeves movie; Krista feels stressed during an audition; Nick sleeps with a friend of Jennifer's and then can't remember her name.

Bryan heads for New York to work on a movie with Meryl Streep and Uma Thurman; Jennifer becomes frustrated after she's told to lose weight; Krista and Laura San Giacomo vie for the same role; Goddard is on the verge of losing his representation; Pam invites Jennifer and Dragon to a recording session for King of the Hill; Nick replaces an actor in a commercial at the last minute not knowing what the commercial is for.

Jennifer and Dragon unwittingly scam their classmates with the help of a pyramid scheme; Krista loses a role that she was promised from a young director she worked with previously; Bryan begins work on his film in New York with some support from Meryl Streep; Goddard gets closer to new student Jessica at the expense of Diane's feelings; Krista looks for comfort from Bryan but is turned away; Nick is asked to impersonate Goddard in class.

Bryan returns to Los Angeles to a less than warm welcome; Dragon spends the day with Jennifer after her grandfather passes away; Goddard makes class diffucult for Jessica; Diane invites the class to a party at her house where Nick confronts Pam and Bryan meets Krista's new boyfriend Markus.