Alice offers to make Gabby coffee because they've overslept. Gabby is not very nice, but Alice does not notice.
Jenny wakes up with Tim's arm flopped across her.
At The Planet, Marina's speaking Italian with somebody. Then Jenny shows up.
At the CAC, Bette is presenting some slides of "Provocation," an art show she's trying to bring to the CAC. Her boss has already arranged for a different exhibit titled "Impressions in Winter", and expects her to just go with it.
Back at The Planet, Marina takes Jenny to her office. Jenny mumbles about how important Tim is to her. Marina wishes her well.
Alice tells Shane about Gabby. Shane is concerned about Gabby treating her like garbage.
At the tennis club, Dana goes to the kitchen to find the "soup" chef who kissed her in the locker room. She asks Lara out, and gets all flustered.
At The Planet, Marina and Tim play pool. Tim says, "I'm obviously no match for you."
At a bar, Gabby treats Alice like dirt, just like Shane said she would.
Jenny calls Tim's cell and Marina answers. Jenny freaks out. She shows up at The Planet, sees Tim together with Marina, and faints. Bette arrives. Tina tells her that Kit's been drinking.
Back at their place, Jenny accuses Tim of flirting with Marina.
Dana tells everyone that she's got a date. They critique her proposed evening wear. Then everyone tells Alice that she should dump Gabby.
Bette's still trying to get "Provocations" going. Only Peggy Peabody, a billionairess, can help. Alice tells Bette that Peggy Peabody is in Santa Barbara. Alice then contemplates the 45-minute orgasm, noting that the entire notion is ridiculous because her own orgasms are "short and intense".
Shane's stalker, Lacey, is distributing flyers on the street to warn everyone about Shane. Shane shows up and they have a big talk about their "misunderstanding." Shane and Lacey start to make out on the sidewalk.
Dana walks toward her date's door. She's on the phone with Alice and assures her that she's wearing pants. But her date is wearing a dress, so some awkwardness arises.
Bette meets Peggy Peabody. They talk about art, the problems that Bette has at the CAC, and that Peggy is a has-bian. Peggy shows Bette a photo by a great artist, which moves her to tears. Peggy is sort of envious because she's never experienced the Stendhal syndrome herself.
At Alice's place, Gabby tries to explain her bad behavior. Alice rambles around for a while, quoting her friends, but eventually arrives at "step off, bitch". Gabby says some mean things in reply.
Jenny is in her studio. Tina shows up and tries to be her friend. Tina knowing about her and Marina makes Jenny think that Marina told someone about them. But it's really just a good reason to go see Marina.
Jenny comes into Marina's office and tells her that whenever she looks at her, she feels so completely dismantled. She then takes off her shirt. Marina gets up from her chair, walks over to Jenny and they start making out.