Rachel Dratch guests and gets put through the "Julia Roberts Themed Obstacle Course". Billy plays "Would You Masturbate To Them?" and "Weekend At Bernies or Django Unchained?"
Billy plays "It Gets Better or Better Off Ted" with Zachary Quinto, "Billy's Fashion Review" with Julie Klausner, "Quizzed In The Face" and "For A Dollar".
Billy premieres "Their Bodies Themselves", "Tyler Perry Dialog or Wanda Sykes for Applebees" with Maya Rudolph, and "Whistle Blow That Jew" with Rashida Jones.
Debra Messing and Christian Borle join Billy to play "Smash or The Great Gatsby", "Katharine McPhee or Nanny McPhee", and "It's Debra Messing You Gays!"