Ginny, Melanie and Boo wait for Madame Fanny's first class back.
Meanwhile, Michelle strolls into Fanny's kitchen and finds a man cooking breakfast in his pajamas and bathrobe. He knows where Fanny keeps her spices. He's Michael. All that Michelle knows about him is that he rowed his boat ashore, hallelujah.
He invites Michelle for breakfast but she makes awkward excuses and leaves.
In the studio, the girls watch a Ginger Rogers movie. Ginny explains that people were funnier back then because they talked faster. "It's funnier when it's faster," she says (wrapping up the show creator's entire thesis).
Sasha shows up and immediately starts in on Boo.
Downstairs, Sasha practices her dance with "Fred Astaire," Jordan. Fanny assembles the class.
She explains that "show season" is approaching: the mall tour, the Strawberry Festival, the Ventura County Festival and the Nutcracker in August (costumes are on sale). They're doing an exhibition at Paradise foods for their grand opening.
Fanny notices Sasha has swimsuit tan lines. She's not happy and doesn't buy Sasha's apology. Fanny gives Sasha's Ginger Rogers part to Boo.
Fanny informs Michelle she's going to a theater matinee with her tomorrow. Michelle is annoyed to be ordered and not invited, but agrees. The show is supposed to be funny. It's called "Blank up, it's time." Blank instead of a vulgarity, which Michelle tries out in her head.
Michelle asks Fanny about Michael, who's a fine pianist. They've known each other a long time and spend time together when he's in town, they keep it casual.
Boo, Melanie and Ginny sneak out of a leadership weekend conference. They warn Boo to watch out for angry Black Swan Sasha.
At the show in L.A., a large woman refuses to get out of Michelle's way to their seats. Michelle steals Fanny's matinee wine. Michelle asks Fanny about Sasha and learns that her attitude is nothing new. Fanny thinks she put her in line by taking her part away.
At the Oyster Bar, Boo brings Sasha make up dessert. Sasha swears she's not mad at her. Boo asks why Sasha went in the sun, pointing out that Sasha has always hated the sun. They met in line at kindergarten when they were four, when Sasha's parasol hit Boo in the eye. Sasha says snippily that people change.
At intermission of the matinee, Fanny and Michelle don't seem entirely certain of what they've seen. They're not even sure who was who. Michelle plans to wait for the line to die down for the bathroom. By the time she makes it back to the show, it has started it again. She blames "the big legged woman" who hunkered down in the last stall" but still made it back to her seat.
She watches the play from the back of the house, noticing the director, Conor (Chris Eigeman, Gilmore Girls alum alert!), obsessing over every detail.
Michelle asks what the show is about, but the director says he has no idea. He takes note when Michelle doesn't laugh at a joke.
When the show is over, Michelle finds Fanny, who says she was worried Michelle had left without her. She suggests Michelle stay so she can have sex with the director she just met -- even though Michelle has no intention of doing so. Fanny is even willing to wait for anything less than 20 minutes.
Back at the studio, Michael pronounces Fanny's piano out of tune. Fanny introduces Boo's new "Fred," a smaller nerdy guy named Carl. Fanny acknowledges Carl lacks skills and also height. Boo wants Jordan, the original Fred, back but then figures out that Jordan didn't want to dance with her.
"What Carl lacks in everything, he makes up for in enthusiasm," Fanny says.
After class, Ginny and Melanie don't make Boo feel any better about the fact she towers over Carl.
Michelle wanders in to Fanny's house and finds her hunkered down over TV trays and wine watching baseball with Michael.
At the Oyster Bar, Carl steps away from his parents to stalk Boo, suggesting dance routines and pumping up her confidence.
In the morning, Michelle finds Fanny and Michael eating at the gazebo. Michael invites her to join. When he steps away, Fanny explains they met in a dirty jazz club in Monterey. They met just after Hubble's father left them. They talked about marriage once when Hubble was 10 but he threw a fit so they dropped it.
Conor the director calls Michelle, announcing he cut the joke she didn't like and now the whole act works. He invites her down to see it again and get some dinner.
In the studio, Carl brings Boo celery tonic, her favorite drink. He heard her say she liked it once a couple years ago. He remembers the shoes she was wearing when she said she liked celery tonic. He walks her through his ideas for the routine. They rehearse.
At the show in L.A., Michelle offers Conor tips when his actors step all over each other's lines. They both take notes.
Later, they end up in bed at a hotel. He used to act in New York, but never made it onto "Law & Order."
Michelle tells him she was in a feminine product ad once, touting a product's 'wings'. Conor confesses he was nervous when he called her. She says it's been awhile since she's done this, not since... She starts choking up and fighting off tears. She realizes she hasn't been with anyone since Hubble. She self-diagnoses she hasn't been dealing with it and must have been in shock until right now when it's all coming out. Conor is good about it as she apologizes.
Back at the house, Fanny asks Michael how long he's planning on staying. She suggests maybe this time he not rush off. She tells him to stay as long as he can. He agrees.
In the studio, Boo is kind of smitten with Carl. Michelle comes in and tells Fanny she was thinking about Hubble.
Carl invites Boo over to watch "That's Entertainment" later, offering to whip up lasagna. She's charmed, but then Ginny and Melinsa step in and say no for her.
They're about to start rehearsal when Sasha comes in with blue hair. Sasha starts yelling at Fanny that it's her hair and she can do what she wants. Fanny shouts her down, telling her it's her world. Sasha announces that she's going out for cheerleading and can't do both. Fanny goes deathly calm and agrees with Sasha; she can't do both. She kicks Sasha out.