Rochester has trouble waking Jack up this morning, but there's time for a Maxwell before heading to the studio. A luxury car and driver pulls in and it's… Dennis Day? How can he afford such a car! Inside, Phil pauses his band rehearsal to swap jokes with Jack. He tells about his upcoming anniversary with Alice Faye, and Dennis sings, A Melody Was Playing.

Then Jack introduces their featured play, his version of Nightmare Alley, which took place in the setting of a carnival. Jack is tired of carnival life, and is considering running away.