- Bing sings, San Fernando Valley.
- Jane frazie, Hollywood starlet joins the fun, and gets teased by Ukie. Besides the comments on her nice looks, Ukiwe is being thrown out of his apartment.
- Joan proves she can sing by her performance of, Shoo Shoo Baby.
- The Charioteers sing, Straighten Up and Fly Right.
- Friend, actor, and recent father of a daughter, George Murphey gets teased by Bing about his new parenthood. They begin a skit about a walk in the woods, acting as little boys examining the wild life. The good little boy scouts encounter a lost girl named Mirtle.
- George interupts the skit to sing a hit from his latest film, It Had To Be You.
- Time marches back to 1938, and Bing is joined by Trudy Woods to sing, I’ll Be Seeing You.
- Bing sings, Candlelight and Wine.