The remaining contestants suffer insomnia. Elaine shares a cab ride with Kennedy, and tells him that she lives Uptown near Jerry to extend the ride. He arranges to see her again. The pressure becomes too much for her and she drops out of the contest. While making out on the couch, Marla asks Jerry if they can have sex, claiming that she is ready. However, Jerry mentions the contest, prompting Marla to leave in disgust. Elaine believes that Kennedy has stood her up, but George reveals that Kennedy missed her and went with Marla. They see Kramer with the naked woman across the street.