Victor is all Gung-Ho about his new Arcardia 3000 demo, which is basically Noah's Ark in space. Alan orders him to stop bothering him about it as he is too busy preparing for the DVD release of Prom Night at Horny High. Alan reflects back on his first film, as does Veronica as she realises that nothing has changed from the day she joined the company. Fritz Hoffman comes in from Germany to direct the Arcadia demo he brings with him the new European Super Model Tempesta Victor convinces Dino (Blind Jimmy) to play the hero in Arcadia. Things start to go badly when Tempesta falls for Dino and breaks up with Fritz. He falls apart and can't continue directing the demo. Things are not going well with Alan's Director's commentary for Horny High either as he begins to realise his participation on the movie was less important than he had originally thought. Fritz agrees to record the commentary for Horny High, and Alan takes over the Arcadia demo stealing all of the credit from Victor

• Leah Pinsent
• Janet Kidder
• Dan Lett