- It's go time for the surgery, and Charlie's skared. Luckily, a bunch of people have his back, including Miss Kinnian and some folks from the bakery.
- Charlie wakes up post-op, and… nothing. He spells progress report right (for all you spelling sticklers) but doesn't really know what smart people are supposed to think about.
- A skinny nurse named Hilda starts giving Charlie grief about going through with the surgery. Is he messing with God's will? Baby, he was born this way.
- Surprise, surprise: Charlie gets a new nurse. He still has to race Algernon and the maze, and he's still keeping up an impressive losing streak. Miss Kinnian stops by to give him a little pep talk about how getting smart is slow business.
- Charlie's still a little down in the dumps, but Burt takes him on a trip to the local college to see what's up. He tells Charlie that he'll soon be able to hang with the smartest smarty-pants, but he has to keep his surgery a secret in the meantime.
- Charlie also heads back to work to find the same old, same old. His coworkers keep making fun of him, but he doesn't see what's so funny, and when Charlie asks Mr. Donner for a promotion, Mr. Donner laughs right in his face.
- Nemur and Strauss make Charlie watch a television-like device to help him get smarter, but it just succeeds in driving him nuts, and making him remember some not-so-great things about his childhood. Strauss tells him about the subconscious and conscious, which kind of blows Charlie's mind.
- Charlie goes to a Halloween party with his work "buddies," Joe Carp and Frank Reilly, who make him dance around with a lampshade on his head. Classy, guys.
- Finally Charlie beats Algernon in a neck-to-neck race, then soundly trounces him eight more times. He also gets to start reading this awesome new book, Robinson Crusoe.