When an unhappy Rose makes an impromptu move to Paris, Midge and Abe follow to persuade her to return home, but to no avail.
Lenny Bruce, currently living in Miami, sees Midge while she is performing there.
He begins seeing Mei, a woman who helped him procure the space.
Midge keeps her budding comedy career secret from her family, but when she arrives home particularly late, Abe and Rose are angry.
She calls Joel, who agrees to give her the money without knowing what it is for.
Shy's manager Reggie suggests an anxious Midge just talk about Shy and the tour.