The next morning the company rehearses the Musketeer sketch. During a break, Alan gives Benjy some fencing lessons. "Use the blade as an extension of your arm." Benjy protests "You've got to have a certain kind of class to carry this stuff off, and obviously I don't have it." Alan's response: "Pretend that you do."
Alan charms K.C. "You have Merle Oberon's eyes" he tells her.
Alice and K.C. have a heart-to-heart in the ladies' room. K.C. confesses that she likes Benjy but finds him intimidating because he's constantly telling jokes. "I want to be funny!" cries K.C.
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