Written by: Rose Troche 
Directed by: Rose Troche
Guest stars: Elizabeth Berkley as Kelly Wentworth, Jane Lynch as Joyce Wishnia, Alexandra Hedison as Dylan Moreland

Excuse me... I didn't order that.

Niki's very angry with Jenny. After she throws all her friends out of her hotel room, she says out loud that Jenny's dead meat.

The group is at The Planet, separated into 'cheaters' and 'martyrs'. Both Jenny and Alice are working on a treatment. Tasha's ready for her first day at the police academy, and Alice is picking at her over fashion choices. Tasha leaves, angry. Jenny is still not on speaking terms with Shane, even though Shane made waffles for Jenny. Jenny tells Shane that she has never suffered consequences for anything she's done.

Max goes to the doctor to arrange top surgery. The doctor tells him he's pregnant. He and Tom fight when Max is told he's too far long for an abortion. Later, Tom goes to see Max and wants to work things out.

Joyce pops out from behind a plant in Phyllis's office, nekkid, to propose to her. Phyllis accepts.

Bette and Tina go to a show at an art gallery. Kelly Wentworth, who owns the gallery, turns out to be Bette's college roommate. Kelly flirts with Bette, who is later confronted about her past by a bothered Tina.

Alice and Tasha go to Dan Foxworthy for therapy. He tells them clearly that they have nothing in common and shouldn't even be together. Alice and Tasha decide to work it out for themselves by doing a list of the pros and cons of their relationship.

That night at Hit, Alice sees Dylan who happens to be the filling in a lesbian sandwich, dancing with two girls. Alice, Tasha and Helena confront Dylan. Dylan tells Helena she's done nothing but think about her. When Dylan leaves, Helena chases after her through the parking lot and tells Dylan that she ruined her life.

Shane has had enough of trying to make up to Jenny. She packs up her stuff and as she's doing so, Jenny tells her that she's in love with her. Shane goes to her, they hug and kiss each other.

So how does Kelly Wentworth play into all this? Will Bette cheat, again, on Tina? Can Alice and Tasha possibly work things out or is Dan right? Will Helena and Dylan get back together after the history between them? Is Jenny really in love with Shane?

Xena's Ghost