Not Just the Best of the Larry Sanders Show

When his announcer Hank Kingsley falls asleep during an interview, late night talk show host Larry Sanders wonders just how committed his sidekick is to the job. After asking his producer, Arthur, to speak with him about the problem, Larry also discovers that Hank owns an expensive home in a neighborhood where he and his wife Jeannie are also looking for a house. Curious as to how he could afford to live in such a high-priced area, he is reminded by Jeannie of all of the commercials that Hank appears in. Returning the next day to find that Arthur has not met with Hank, Larry decides to speak with Hank directly. Upset that his friend is making so much money, Larry chooses to get back at Hank by asking him to stop using his trademark phrase, "Hey Now," on the show anymore. Meanwhile, when pop superstar Janet Jackson is scheduled to appear, Larry worries that she won't make it from the airport in time for the show. Though he tries apologizing after being so harsh, Larry only makes matters worse by continuing to complain about Hank's commercials distracting him from their show. But, while waiting for Janet Jackson to arrive, Larry struggles to stretch out an interview with a dog trainer until Hank bails him out with a series of jokes. After their guest star finally appears, Larry apologizes to Hank and, thanking him for helping save the show, is invited to join him for some of his personal appearances.

During a meeting with network executives, Larry is asked to do live commercials to appease his show's sponsors. Reluctant to tamper with the format of his program, Larry worries that they will not work with the style of the show, while Arthur suggests that Hank should be the one to do the spots. However, when that idea is turned down because Hank is already overexposed in the commercial market, Larry is told that the owners are adamant that he be the one doing commercials for the Garden Weasel. Learning about the new commercials, Hank goes to Arthur demanding to know why he was not chosen to advertise the Weasel. Unable to tell him that he is overexposed, Arthur claims he doesn't recall how the network executives responded to the idea that he does them instead. Turning to Larry with his complaint, Hank is still not told of his precarious position, and is insulted when Larry tries to compliment him about the commercials he has been doing. When Larry does his first Garden Weasel commercial and plays it for a laugh, network executive Melanie Parrish insists that, from now on, he read them just as they are written. However, when his comments on the next show cause her to threaten Larry if he doesn't comply, Melanie ends up giving him a black eye that he must then explain to his own staff. Finally, after using Hank in his next commercial, the sponsor's response is enthusiastic, but Larry insists on not doing them anymore himself, despite what anyone else wants.

While preparing for a show with guest Carol Burnett, Larry is told that spider expert Steve Kutcher will also be appearing with some of his spiders. Asked to participate in a Tarantula Arm Race, Larry's fear of spiders causes him to worry but, when Arthur insists it will get huge laughs from his audience, he tentatively agrees to join in. Meanwhile, after having comedian Jon Lovitz and his date over for dinner, Larry tells Jeannie of his concerns about doing a show with spiders, while she points out that he would do anything for a laugh. Preoccupied with the spiders and unable to focus on their rehearsal, Larry is forced to cancel a comedy sketch he was planning with Carol Burnett. Asked to find someone else for the spider race, Arthur turns to Hank, persuading him to do the stunt instead of Larry. Although initially excited with the opportunity of a bigger role on the show, Hank has second thoughts after noticing the bites on Steve's arm. When Carol offers to hold one of the spiders during the show, Larry refuses to be outdone and volunteers to hold one, too. However, when he jerks his arm away, the spider flies across the set and, in the ensuing chaos, all of the other spiders escape. Petrified by the spider perched atop his head, Hank freezes on the couch awaiting help, while Carol climbs onto Larry's back for protection. Though Larry complains that the disaster cost a fortune in lost spiders, Arthur insists that the laughs were well worth it, in spite of a spider bite that caused Hank to have an allergic reaction.

Reprimanded by Arthur for having spent the weekend with Francine, Larry discovers that his ex-wife not only knows guest Alec Baldwin, but that she slept with him after the break up of their marriage. But, while debating whether or not he can still have Alec on the show, Larry learns that Arthur has known for years about the affair. Meanwhile, as he prepares to open a new restaurant, Hank is forced to seek investors when the rotating floor he wants so badly costs a lot of extra time and money. After being consoled about the divorce by guest Ed Begley, Jr., Larry admits to Alec that he knows about Francine. Though having pledged not to discuss her during the show, when Larry breaks the promise, he is surprised to discover that Ed has dated his ex-wife, too. Confronting her after the show, Larry asks her for a list of the people she has slept with in order to avoid any more embarrassing episodes. But, when Francine asks him for the same, he unsuccessfully tries to retract the demand. As Hank seeks more investors from among the show's staff, Larry tells Arthur about the list before turning to Beverly for help in preparing for a confrontation with Francine. However, after giving each other their lists, they agree to tear them up before looking, and despite Arthur's insistence, Larry examines hers first. Finally, ignoring Hanks' persistent pitch for the restaurant, Larry and Francine decide to start seeing each other again.

After seeing Hank on television promoting his new home exercise device, the Hankerciser 200, Larry arrives at work to find Arthur giving his college television class a tour of a typical day at the "Larry Sanders Show." Managing to get time to demonstrate his new device for the class, Hank then turns to Francine, and hoping for some free publicity, asks her to write an article on the Hankerciser. But, upon arriving home that night to find her using the exerciser, Larry is shocked when it suddenly dislodges a doorknob and injures Francine. Returning to the studio the following morning, Larry tells Hank about the accident. Yet, instead of being concerned about her condition, he insists that Francine must have not followed the instructions for the Hankerciser. Learning of a reporter who claims the device is defective; Hank discovers it is Francine, and that she is preparing to write a potentially damaging story. However, after Larry warns him against endorsing every product that he is offered, Hank really begins to worry when Darlene is also injured while using one of the defective Hankercisers. Taking Hank aside, Francine questions him about the device's safety tests, warning him about the possible consequences should anyone else get hurt. Fearing he may be liable for any problems, Hank then reveals that the device's inventor has disappeared, leaving him holding the bag. Though she promises to withhold her article after he agrees to stop the endorsement, Hank soon discovers that Francine is writing another piece blasting his latest product, cellular phones.

As the executive producer for a new late night show set to follow his own, Larry meets with network's executives to discuss their suggestions for the new host. However, despite asking Larry to show some restraint during the meeting, Arthur loses control and expresses his extreme disapproval of their choices. But, when Larry offers comedian Bobcat Goldthwait as his pick for the new show, Melanie and Dennis express reservations about obtaining approval from the affiliates. So, as word leaks out that comic Bob Saget has been chosen, Larry is deluged with phone calls from others interested in the job as he reassures the angry Bobcat, and prepares to make his pitch to the affiliates. Upon discovering that someone has sabotaged the latest edition of his fan newsletter with a lewd remark, Hank insists that the guilty party be punished. Turning first to the show's writers, Hank accuses Phil, who denies having anything to do with the prank, before descending upon Jerry and causing an embarrassing incident in front of the writer's mother. Meanwhile, after fending off comedian Steven Wright, who is also lobbying for the new job, Larry is warned that the affiliates are worried about Goldthwait. Told that David Letterman has chosen talk show veteran Tom Snyder to host a new late show to follow his own, Larry gives the network executives and their affiliates a taste of Bobcat in action. But, warned by Arthur that the comic's antics will result in the immediate cancellation of the new show, Larry reconsiders and offers the job to Snyder instead. Finally, after Hank takes revenge on the cue card guy he suspects of the prank, Darlene tells Arthur that she sabotaged the newsletter as revenge for her boss' shabby treatment, while Larry discovers that Letterman's choice of Snyder was just another costly rumor for the new show.

Having been invited to a fundraising dinner with the President and Mrs. Clinton, Larry suddenly must find a date for the high profile event. After Larry puts off Arthur's offer to be his date, Hank announces that guest Sharon Stone's wedding engagement has been called off. Intrigued by her sudden availability, Larry calls on Sharon as she is preparing for the show and gets himself invited to her dinner with director Oliver Stone. Meanwhile, Beverly is offended by the crude language freely employed by her male co-workers. At an interview with a reporter from "TV Guide," Larry discovers that the news of their dinner together is already the talk of the town and is stunned when Sharon calls to arrange another date that night. As Larry is besieged by his publicist about the date, Arthur warns him about the perils of going out with someone more famous than he. Despite the innocence of their encounter, rumors abound about his sleeping with Sharon Stone and, when forced to wait as reporters' interview her before their date, Larry begins to understand Arthur's warning. Meanwhile, as they worry about what will happen to their boss as a result of the romance, Beverly, Paula, and Darlene unite in their complaints about the men's foul language. While preparing for bed after their next date, Larry's discovery that Sharon has a better table at the President's dinner causes an obvious loss of passion. So, after another talk with Arthur, he decides that he has no choice but to break off the relationship. But, when he tries to reach Sharon and learns that she has already decided to drop him, Larry enlists Beverly to mediate the break up with the beautiful star's assistant. Finally, after being spared embarrassment and a confrontation, Larry turns to another guest for a date to the big dinner.

When Larry is poisoned by some bad frozen yogurt, Arthur presses Paula to find a guest host for the show. But when the list of regulars fails to produce a candidate, Arthur is forced to call on Hank to step in for Larry. After enlisting Shadoe Stevens to be his announcer and sidekick, Hank gets cold feet and tries backing out. But without anyone else to fill in, Arthur insists that he overcome his fears and do the show. When Hank takes the stage and admits to being nervous, he quickly endears himself to his audience and guest George Wendt. As Arthur and Larry agree that he isn't nearly as bad as they had thought he would be, after the show Hank is given a warm reception by the staff. However, when a bathroom accident makes it impossible for Larry to return the following night, Hank immediately assumes he will fill in again...only to learn that Richard Lewis is hosting the show. Upset over not being allowed another chance, Hank calls Lewis and persuades him to cancel as the host. Despite the lukewarm reviews of the night before, Arthur admits his mistake but decides to let an ego-crazed Hank go on anyway. Yet, after a dismal performance filled with mistakes and insults, Hank is humbled and Arthur airs a repeat order to avoid embarrassing Larry and the staff.

After finding her waiting for a cab, Larry offers Darlene a ride home from the studio. But when he agrees to stop at Hank's restaurant to drop off a pair of glasses, Larry discovers his innocent good deed being viewed with suspicion by his sidekick. Then, despite Arthur's bet that he is in for trouble and Beverly's warning against a romance with someone on the staff, Larry is caught kissing Darlene in the elevator. Having heard about the elevator incident, Hank immediately tuns to Darlene to find out what Larry thinks of him. Then, as Arthur delights in the knowledge that he is about to win their bet, Phil complains to Darlene about her dating Larry, especially since that have secretly been going out for a month. So, as Larry learns about him and Darlene, Phil decides to retaliate by asking Paula to dinner. When Darlene accuses Phil of pursuing a date with Paula simply as revenge, Paula discovers that Phil has been seeing Darlene and their interlocking relationships begin to wreck havoc among the staff. However, after Larry ends their buffing romance, Darlene is shocked when Hank reveals that something similar happened a year ago with Beverly. Finally, after collecting on his bet as everyone is preparing to leave for the annual staff retreat, Arthur and Beverly disagree on whether to resume their own clandestine affair.

While preparing for the show's seventh anniversary special, Larry agrees to join Hank and Margaret for dinner to celebrate their first wedding anniversary. However, having already sensed that all is not right between them, Larry is privately told by Margaret that she has had it with Hank. Yet, when Hank returns before she can explain Larry is let to wonder just what the problem might be as Arthur insists that he stay out of it. Realizing that Hank has no idea that his marriage is in jeopardy, Larry decides to tell him about Margaret's complaints over lunch. However, accusing him of having been against his relationship with Margaret from the start, hank storms off before he can learn the truth. Then, as Larry tries to make amends by asking that the clip of the wedding be included in the anniversary show, Hank misunderstands and assumes he is being mocked. Meanwhile, Arthur tries to give Larry's sidekick sage advice on getting a divorce. After Margaret finally decides to confront him about their failing marriage, Hank immediately concludes that Larry could only have known about the problem if he were sleeping with his wife. However, after Larry admits that Margaret told him over dinner, Hank finally learns that the problem is his slavish devotion to his boss. Finally, upon seeing the clip of his wedding during the anniversary show, rather than making up with Margaret, Hank dismisses his marriage as he pledges his devotion to his boss, Larry Sanders.

When Hank is chosen to represent their trade association, bad experiences with previous spokesmen lead to Southern Orange Grower's Irene Goodman into an inquiry about his past. Hank is adamant that there's nothing which could embarrass his corporate sponsor. However, while looking for some candy to satisfy their ravenous appetites, Phil and Jon come across a videotape of Hank's last birthday celebration featuring his sexual escapades with a pair of prostitutes. As if it weren't embarrassing enough to find the staff watching, Hank is disturbed to learn that copies of the tape are working their way through the show business underground. Already aware of the problem, Arthur demands that Phil help track them down. Yet, when he alerts Larry to the existence of the tape, Hank senses that his future as a sidekick may be in jeopardy. And after Larry lashes out at his stupidity, Hank frightens Brian with his threats to kill the show's host. When the last remaining copy of the tape is finally recovered, Hank and the others are sure the damage has been contained. However, what they didn't expect was that Irene would accidentally see it while waiting in Larry's office. But instead of firing him immediately, Irene promises to keep it a secret in exchange for Hank's paying a call on her at her hotel.

With Brett Butler set to appear on Larry's show, there's just one small problem Arthur needs to take care of beforehand. Ten years ago, while touring her act on the college circuit, she had a brief affair with Paula, and wants to make sure things are okay now. Meanwhile, as Hank learns that his agent has been hospitalized after a heart attack, Paula is upset by a lump found in her breast. Though Brett does her best to be friendly, she's put off by Paula's curt attitude during their pre-show interview. Agreeing to speak with Paula, Arthur suggests she forget about her personal problems before they ruin the show. Meanwhile, Hank is besieged by agents looking to get him as a client. But just as Paula is about to try again with Brett's interview, she's forced to stop by a call from her doctor. Brett is certain that Paula's coolness is because of their affair. And only after Paula is told her lump is the result of too much coffee does Brett finally learns the truth. Meanwhile, word that his agent didn't really have a heart attack forces Hank to put his new career plans on hold for now. And Larry refuses to believe what Artie has told him until he spots Brett and Paula in what appears to be a very compromising position.

After six weeks with new girlfriend Alex Markum, not only have Larry's moods and performance improved, but he's considering marriage again, too. While everyone at the show is impressed with Alex's positive influence on their boss, Hank is the only who suspects something isn't quite right. And his suspicions begin to take shape when Alex gently persuades Larry to feature her as a mermaid in a sketch he's always done with Hank. Following her appearance on the show, Alex is anxious to get a tape she can send to her agent. And after Larry introduces her to network executive Howard Bingham, he's surprised to find Alex approaching him later on her own. While Larry wants to believe Alex's claim that she was only recommending a good masseuse, Arthur warns that she's out to advance her own career when he discovers she's invited to join Howard for an important network meeting in San Francisco. After Howard suggests using Alex on the show more often, Larry finally decides he's had enough of the network executive's meddling. However, when Larry breaks the news that she won't be doing the mermaid sketch again anytime soon, Alex accuses him of not being interested in her career and suggests taking a break from each other. Upon finding that Howard is using the media to get revenge, Larry escalates the battle by going over the network executive's head. Finally, Arthur confronts Howard and Alex in a local restaurant with a warning about pushing Larry too far.

In preparation for a stint by guest host Jon Stewart, Larry and Arthur go over a list of potential guests. Suspecting that the network may be grooming Stewart as his replacement, Larry is reluctant to give him anyone that would allow him to shine, especially X Files star David Duchovny. However, an invitation to join him at his beach house for a weekend seems to suggest that Duchovny is romantically interested in Larry. Meanwhile Hank discovers that the used sports car he just bought from singer Elvis Costello is a lemon. When Stewart complains about the guests he's being given, the network executives step in. Claiming they want to get Stewart once his current contract expires, Dennis and Melanie tell Arthur of a plan to use him as Larry's permanent back-up host and possible replacement. Meanwhile, after receiving a gift from David, Larry polls his staff on whether they think the actor is gay. Then, after noticing that Jon has managed to get some of his favorite guests back, including David, Larry rearranges the schedule to keep the best talent to himself. And Jon gets more bad news when he learns that Hank's faulty car has caused his own to catch fire. After Hank confronts Elvis about the wreck he bought, Larry gets a surprise visit from David. Asked if he's gay, Duchovny says no, though he does admit to having feelings for Larry that can't be easily explained. Finally, after learning that David has also invited a girlfriend for the weekend, Larry is stunned to find that Duchovny's agent convinced the network to move him back to Stewart's stint on the show.

Just as Larry is feeling comfortable with himself and the show, Hank's trip to a synagogue convinces him to embrace his ties to Judaism. Although Arthur asks that he keep his religious convictions a private matter, it isn't long before Hank is asking that some potentially offensive jokes be cut when his rabbi, Marcy Klein, pays a visit to the show. Meanwhile, Larry's own sense of well-being is lifted even higher by his new office chair. During Rabbi Klein's visit, it's clear that Hank is smitten with her. While admitting that he hasn't been particularly observant, he claims his intentions to be faithful from now on are pure. So, over Arthur's objections, Hank insists on wearing a yarmulke Marcy gave him on-camera. Meanwhile, Larry has his new chair wired to shock anyone who uses it without permission. When the network executives summon Arthur for a meeting, Hank barges in to voice his outrage at the idea that he keep his religious beliefs off the set. And despite all efforts to convince him otherwise, he continues to wear his yarmulke. While he had hoped his principled stance would impress Sheila, Hank is surprised when she has no interest in a romantic relationship. So, when he begins to receive some negative fan mail, Hank quickly abandons his newfound religious beliefs, as Beverly gets a surprise while secretly using Larry's new chair.

After reviewing the budget with Larry before taking the show out of town, Arthur asks Beverly to put the confidential financial document securely back in his desk. Spotted making a copy of it for herself, Beverly is forced to share a list of staff salaries with Mary Lou. And before long, everyone has one. Meanwhile, over dinner to celebrate Arthur's birthday, Larry is asked to see if comic Ellen Degeneres will make a much anticipated and controversial announcement on his show. At Arthur's request, Larry agrees to ask Ellen during their dinner together if the main character on her hit television show is going to announce that she's gay. At Larry's house later that night, Ellen resists the suggestion. And rather than discuss her sexual orientation, she ends up spending the night with Larry. Meanwhile, as word about their salaries gets around, the staff suddenly turns against one another. Seeing the possibility of a big ratings coup, Arthur and Larry's agent hope Ellen will make her big announcement on the show. And though Larry is reluctant to force the issue, Stevie and Arthur insist. Meanwhile, seeing the staff in a constant state of bickering leads Arthur to conclude that Beverly let copies of the show's budget leak out. To bring it to an end, he orders her to start a rumor that's sure to take everyone's minds off their co-worker's salaries. Finally, when pressed to reveal an intimate detail about her private life on the show, Ellen takes Larry and everyone else by surprise when she announces that they slept together.

When Phil gets a chance to write his own series for the network, he doesn't hesitate to quit the Larry Sanders Show. And though Phil claims his doctor insisted he take some time off for health reasons, both Arthur and Larry know he's lying. Meanwhile, when Larry buys Arthur an expensive pen, Hank wonders what Larry is going to get him. When Arthur loses his pen, he's forced to cover with Larry as he searches for it. Priming Larry for a gift of his own, Hank is delighted when Arthur tells him that all he got was a cheap travel alarm clock. However, Hank is unaware that the pen he found on the men's room floor was the expensive model Arthur bought for their boss. Meanwhile, during a meeting with a pair of young network executives, it isn't long before Phil's script has been completely revised to suit actor Dave Chappelle. As Arthur enlists Beverly in an effort to replace the pen, Hank unwittingly turns it over to Sid. After Beverly spends $10,000 on one she suspects is just like the one he lost, Arthur feels responsible for buying a gift of equal value and sends her to get an original piece of artwork he knows Larry likes. But only after Beverly spends $19,000 on the wrong picture does Arthur learn that the pen Larry bought cost only $500. Finally, after Phil's project is killed, he returns to his old job, but not before Arthur and Larry press him to tell the truth about why he left in the first place.

Following the high ratings garnered by guest host Jon Stewart, a pair of network executives approach Larry with ideas aimed at boosting his own flagging popularity. And as Larry prepares for guest Winona Rider, Arthur does his best to convince him that the network is serious about making some changes. Meanwhile, Hank sends Brian to find the person who has the vanity license plate reading "Hey Now." Rather than heeding Arthur's advice, Larry plunges himself into trying to get a date with Winona. But with Jon Stewart also coming on as a guest, Arthur worries that he could replace Larry as host permanently unless something is done to stop it. Meanwhile, Hank finds that license plate holder Paul Fisher is a huge fan, who also looks very much like himself. And in exchange for the vanity plate, Paul insists on a picture of himself with Larry. Despite Arthur's assurances to the contrary, Jon senses something is wrong when Larry proceeds to ruin their interview. Then, Hank decides to stop kowtowing to Paul's demands and relinquishes his claim on the license plate. But when Arthur accidentally mistakes Paul for Hank, he learns that the network is upset with Larry. And after Hank gets the news from Paul, he quickly invites Jon to have dinner together. Finally, after insisting he won't heed the network's advice, Larry has second thoughts about making the changes after catching Jon and Winona making out in the dressing room.

Even though the changes Larry's been forced to make have improved his sagging ratings, the network still assigns Kenny Mitchell as their creative liaison to the show. And upon arriving for his first day in the new job, Kenny makes it clear he has a lot of other changes in store, not least of which are taking away Larry's desk and getting more popular guests. Meanwhile, as his contract nears its expiration date with no renewal agreement in sight, Larry questions the commitment of his agent, Stevie Grant. During his negotiations with network executive Roger Bingham, Stevie gets the message that Larry could easily be replaced by his regular guest host, Jon Stewart. Threatened with lost opportunities for other clients unless he cooperates, Stevie starts courting Stewart, too. Meanwhile, as Hank tries to get Kenny to rearrange the set once again, Arthur finally has enough of his meddling. But following his attack on Kenny, Arthur is certain that it's he, and not the new creative liaison, who will be fired. Meanwhile, Kenny and Stevie conspire to make sure they are taken care of even if Larry's contract isn't renewed. Once Larry sees he's been betrayed, Arthur confronts Stevie. Yet, realizing his days are numbered, Larry surprises everyone announcing on the air that he'll be leaving the show at the end of his current contract. Empowered by his decision, Larry then demands to get his desk returned and fires Stevie before setting off on the final eight weeks of his talk show career.

With Larry going on vacation, his regular guest host Jon Stewart is set to do the show. As part of their plan to groom him to take Larry's job, Melanie and Kenny do their best to make Jon feel welcome. But after learning he's booked the rap group Wu Tang Clan, they worry about alienating the audience and ask Arthur to intervene. Meanwhile, as Hank looks for a way to persuade Jon to keep him on the show, Larry gets a visit from his brother, Stan. Word that Jon wants to do a sketch on the show about Hitler causes Melanie and Kenny to worry even more. And while Arthur makes it clear that the network doesn't approve of the Wu Tang Clan, Jon and Phil fine tune their Hitler sketch without telling him. However, after Melanie and Kenny approach Arthur about the sketch, only to discover he knows nothing about it, they are more adamant than ever that the rappers be dropped, too. Meanwhile, after asking Larry to invest in a diamond deal, Stan suggests that he use pay-per-view TV for his final show. Realizing he's been kept in the dark about the Hitler sketch, Arthur angrily warns Jon that it could cost him his chance to be Larry's successor. But when Jon insists on doing the sketch regardless of what the network wants, Kenny and Melanie insist that it not go on the air. And when guest Jason Alexander walks out in disgust, leaving him with nothing to fill the time, Jon realizes he cannot do the show alone. Finally, after Hank gets word that Stewart is going to use a new sidekick, Stan badgers Larry into giving his diamond venture a second look.

When Mary Lou dents Hank's prized Bentley, she cannot bring herself to admit to the accident. So when Hank sees the damage, he's sure that it's the work of Vince Vaughn, a guest on the show with whom he engaged in some less than congenial banter. Consequently, he asks Beverly to track down Vaughn for revenge. Meanwhile, Larry's publicist arranges for him to be interviewed by Maureen O'Boyle, a reporter with a history of romantic entanglements with Arthur. During the interview, Maureen's questions about his relationships with the staff make Larry start to cry. Uncomfortable with the intimate moments, Larry asks Norman to get them edited out. However, with Arthur scheduled to have dinner with her, the publicist asks that he raise Larry's concerns with Maureen. And though Maureen doesn't agree to the changes, Arthur tells Larry that she did. Meanwhile, when Mary Lou tries to admit responsibility for the accident, Hank misunderstands and assumes that she's interested in a date. And despite Beverly's warning, she agrees to dinner at Hank's house. After comic Jim Belushi recalls how Maureen got another subject to cry on TV, Larry is more relieved than ever that he asked for the cuts. But as Larry is getting ready to watch at home, Arthur arrives to make a last, yet successful, effort to distract him. Meanwhile, when Hank responds to Larry's crying with an emotional moment of his own, Mary Lou seizes the opportunity to tell him about the accident. And once Vaughn complains about having his car sabotaged, Hank must apologize. Finally, when the staff responds to having his feelings about them made public, Larry turns to Arthur for help.

Unable to stand Phil's relentless gay jokes any longer, Brian threatens to sue the show for sexual harassment. Not wanting anything to mar Larry's final week, Arthur presses Phil to stop. However, when Brian goes out of his way to bait him and Phil cannot resist making another joke, the lawsuit is filed. Meanwhile, as Hank secretly prepares a final tribute featuring some of the show's guests, Larry tries to get a date with actress Illeana Douglas by having Arthur book her as a guest on the show. In the wake of Brian's lawsuit, Arthur warns Phil to clean up his act is he ever wants to work in Hollywood again. And in an effort to make sure her appearance on the show goes well, Larry helps Illeana prepare. Meanwhile, because of the lawsuit, the monologue Phil has written for Larry falls flat. And when he arrives to witness the poor showing, Brian makes amends with Phil over drinks. As Hank is screening his tribute, Larry heads backstage to assure Illeana that, despite his own poor performance, everything is going to be fine. And once she takes the stage, Larry does everything he can to make sure Illeana succeeds. Meanwhile, Brian drunkenly admits to baiting Phil into the insult that led to the lawsuit. And after complaining that Larry ignored his video tribute, Hank discovers that he's become the subject of a sexual harassment suit, too.

While meeting with Arthur and publicist Norman Litkey on the eve of his final show, Larry learns that some high profile guests have either canceled or refused to appear. After begging Warren Beatty to do him a favor and come on the last show, Larry is pressed to call "X Files" star David Duchovny. And despite the fact that everyone thinks the actor is in love with him, Larry agrees to meet him at a hotel where David gladly agrees to be a guest. Meanwhile, as Hank prepares his farewell to Larry, the staff tries to keep their volatile emotions in check. After getting well wishes from his successor, Jon Stewart, Larry runs a gauntlet of faces from the past as he takes the stage for the final time. Just before going on, he gets word that Arthur secured Jim Carrey as a guest. And though the comedian gives an outrageous musical tribute, off camera he makes sure that Larry knows he never liked him. Meanwhile, Jon learns that agent Stevie Grant never consulted Larry before signing him as a client. After watching Carrey's performance, singer Tom Petty claims he only agreed to do the final show if he could be the only one to sing to Larry. And upon learning that country star Clint Black is also slated for a musical farewell, Tom is ready bail out. Finally, as actor Greg Kinnear does his best to keep the peace in the green room, an argument between him, Clint and Tom turns ugly. During her appearance on his last show, Larry tells Carol Burnett that she was the first person he called to be a guest. But Carol brings out Ellen Degeneres, who confirms that she was actually called first. And to make their displeasure over his lying clear, Carol and Ellen proceed to have a conversation which sidelines an embarrassed Larry. Hoping to regain his bearings, Larry moves on to guests Sean Penn and Tim Allen. Almost as quickly as he gets started, Tim up and leaves the set during a commercial break. And when the time comes for Hank to make his tribute, he's interrupted by the surprise appearance of comedian Jerry Seinfeld. Although he's being ignored, Hank makes every effort to say his final good-bye, regardless of how embarrassing it may seem. Meanwhile, after failing to come clean about representing him, Larry's successor, Jon Stewart, fires agent Stevie Grant. Clint Black's heartfelt farewell song helps bring Larry's talk show career to a close. Finding Larry and Arthur sharing a moment together after the show, Hank angrily complains about having his tribute interrupted and for being the butt of Larry's jokes all these years. However, after nearly coming to blows before storming off, Hank returns for a tearful apology as he, Larry and Arthur make up before leaving the set for the final time.