Broadcast live in color from USS Hancock stationed at San Diego, CA. Milton's guests include Elvis Presley, Esther Williams, Buddy Rich, regular Arnold Stang, and the Harry James Orchestra. Following Berle's monologue, Esther Williams joins him and they sing "Memories Are Made of This" with new lyrics about sailors. Elvis and his band perform "Heartbreak Hotel" and "Blue Suede Shoes." Presley introduces his "twin brother Melvin," a hick dufus played by Berle. The two launch into a reprise of "Blue Suede Shoes" with Berle destroying his guitar and dancing Elvis-style like a lunatic. Francis (Arnold Stang), now a sailor, is the winner of the date with Ester Williams contest. James leads his band in "You Made Me Love You" joined by Buddy Rich for "Two O'Clock Jump." As James, Rich, and the orchestra play "Tiger Rag," Berle attempts to join them on trumpet, with little success. Berle performs a musical number with Williams as a wave who gets doused with water.