In acting class, David (WILLIAM R. MOSES) warns his students to be prepared his annual all-day acting session. Once a year he separates the students who have the drive and determination to make it in show business from those who don't. His students laugh with nervous fear, but David makes it clear that it is his responsibility to prepare his students for the real world.
The next Saturday morning, Shawn Colvin (SHAWN COLVIN) and her manager Jeremy Pinter (HARVEY FIERSTEIN) show up at Who's Who. Shawn got her start there and wants to give an overdue thank you performance. Jeremy thinks she's crazy to perform in such an out-of-the-way club, but he can’t change her mind. She asks her old friends David and Marcus (ANDY MILDER) if she can perform that night and without hesitation they accept.
David's "do or die" class begins and his students are put through the ringer with monologues, scenes, improvs and exercises. Ryan (CHRISTIAN KANE) nails his monologue, using everything he has gone through with his brother Brent. Adam (MATT WINSTON), on the other hand, is challenged by David to go beyond his comedy safety net and attempt dramatic acting. Adam can't seem to grasp it and David reprimands him for his less than positive attitude.
After class, David thanks everyone and reminds them about their upcoming individual evaluations. He tells anyone who doesn't think they belong in the class to leave and, to everyone's surprise, Adam does. Later that day, feeling stupid for his actions, Adam wants back in on David's class, but David stands firm, believing that Adam must stick to his initial decision.
Jeremy arrives at the club before Shawn and runs into David. Jeremy reveals to David that he has secretly harbored a desire to be a singer. As he wanders around the club alone, he climbs the stage and imagines himself singing an incredible duet with Shawn to a full house.