Jack has a Halloween party for the whole gang, and dresses up as Romeo, the great lover. Rochester tries to spike the punch. Dennis Day's mother is also invited, and is helping cook, and Mary convinces Jack that she's trying to poison him. Dennis is chased by Carmichael, Jack's polar bear.
Jack and Don talk about being at the Rose Bowl game. Dennis is in love with Mary. Lauren Bacall and Jack rehearse a scene from the film "To Have and Have Not", for the program. Humphrey Bogart arrives and gives Jack kissing lessons using both Lauren and then Mary.
Fred visits Allen's Alley to ask "If you are a movie fan, what pictures and performances impressed you most during the past year?". Fred needs money to pay a cab driver, so he enters a quiz show to win the money.
It's the first show of the season and Jack talks to Don about his vacation. Jack introduces Phil Harris on his first appearance on the show. Mary had her tonsils removed, and is infatuated with her doctor, and Phil.
Charlie believes Bergen has lost all of his money and tries to comfort him, until he learns the true extent of Bergen's financial misfortune. Ginny Simms sings "People will say we're in love". Veronica Lake visits to return Bergen's money, and Bergen invites Veronica and Charlie out to dinner.