"That's the Way"
- The Stillwater bus drives through the Midwest, and Penny takes Polaroid photos of the band. "That's the Way" by Led Zeppelin plays.
- Penny and William talk about Morocco and music. William asks for help getting the interview with Russell. He's "my last project," Penny explains. "All the guys are good, but he could be great." William asks about Penny's real name. She smiles mysteriously.
- Elaine talks on the phone with William, who is now in Topeka. She wonders aloud what she did to drive her kids so far away. "Was I not fun?" she asks.
- After Elaine and William say goodbye, we see a shot of Elaine looking dejected and alone in her house.
- William sits down with Russell in the dressing room, and asks him a number of questions. "When did you get so professional?" Russell asks.
- Before William can answer, Dick, the band manager, shows up with the first Stillwater T-shirts from the record company. Russell is out front, and everyone else is blurry in the background.
- Jeff's insecurities come out, and the band finally has the confrontation that has been building all along. William looks around sheepishly as the argument runs its course.
- Everyone leaves the room except for Russell, who calls William back. "Let's go find something real," he says.