Lena Horne sings "No Love, No Nothing." Edgar tells Charlie the story of Cinderella. Professor Bert Lahr discusses oil painting. Paulette Goddard arrives in response to an ad in the paper about a dog for sale.
M.C. Gene Tierney introduces Betty Hutton who sings "Arthur Murray Taught Me Dancing In Hurry." Gary Cooper gives the sports news. Arthur Q. Bryan portrays Raymond Ratcliffe in a comedy skit. The Andrews Sisters sing "Boogey Woogey Bugle Boy of Company B." Charlie McCarthy tries to get money from Edgar Bergen.
Jack complains about being exhausted from all the work he does for the show. The cast performs a play written by Don called "The Life of Philbert Harris", that Jack claims isn't about Phil Harris. Jack introduces the national campaign chairman of the USO, Thomas E. Dewey, who delivers information about the USO Service Clubs and their appeal for funds.