Justin (Mark Indelicato) is enjoying his acting class with his eccentric teacher, Lena Korvinka. When Betty (America Ferrera) thinks there might be a problem with him and his friends, Austin and Lilly, she drops by the class to check up on him. Betty gets sidetracked when a playwright called Zachary is introduced to the class. Betty tells Hilda (Ana Ortiz) about Zachary and believes his speech about reinvention was aimed at her.
Meanwhile, Wilhelmina (Vanessa Williams) works on a new cover shoot that sees her reconstructing old New York, but Marc (Michael Urie) warns her that Daniel is not happy with the costs. Wilhelmina tells Marc she doesn't care and when she sees Betty dressed nicely, she gives her a compliment. Shortly afterwards, Wilhelmina falls to the floor. At the Editors meeting, Daniel (Eric Mabius) tells everyone that Wilhelmina is suffering from a Perforated ulcer. Wilhelmina tries to join in the meeting via satellite TV, but when she and Daniel fight about the status of the cover shoot her TV is shut off. When Amanda (Becki Newton) and Marc drop off some things for Wilhelmina at the hospital, Wilhelmina tells them she is going ahead with the shoot without telling Daniel. Daniel later visits Wilhelmina and tells her that she isn't doing the cover shoot and she agrees. Wilhelmina's roommate warns her that she will turn out like her, old and alone. Wilhelmina then realises that she has been wasting her time trying to gain control of MODE and decides she wants the whole Meade empire.
Daniel approves of Betty's idea to interview Zachary for the magazine and Betty goes off to interview him. During the interview, Zachary flirts with Betty and they share a kiss. Zachary comes to see Betty at MODE to talk and they end up kissing again. Zachary asks Betty to go on a date with him and she agrees, Betty later tells Hilda that she can't believe Zachary likes her. During Betty and Zachary's date, Daniel spots them kissing and acts like he's mad before telling her he's fine with it. The next day, Betty kisses Zachary in front of everyone at the office and tells him that she would like to attend the premiere of his play with him, but Zachary tells her that he is planning to take his mother. Betty decides to attend anyway and sees Zachary arrive with another woman. Betty leaves, but Zachary catches up with her and tells her that his agent set him up with the woman to sell tickets to the play. Betty punches him when he tells her that they could date in secret. Betty writes a good profile on Zachary and when he comes to see her, she tells him that she doesn't want to date him. Betty then makes an appointment to have her braces removed.
Justin invites Lily to watch movies with him and she brings Austin along, Justin is not happy to see him until he finds out that they share the same interests in films. Justin later tells Marc that he's nervous about kissing Lily in their scene, but Marc tells Justin that if he wants it, it won't be bad. At the performance, Justin's kiss with Lily goes well, but he later sees Austin and Lily kissing. Austin goes to find Justin and tells him that he kissed Lily, not the other way round. Austin then kisses Justin. At his next class, Justin is excited to see Austin, but Austin doesn't show up and his teacher tells him that Austin has dropped out of the class.