Dorothy finally finds a friend in Baby Doll – until playtime goes awry. Cliff discovers that Niles plans to give him human-like upgrades. Vic devises a plan to win Roni back. After Rita has a lousy audition, Larry brings her along to meet his family and learns more about the life he left behind.
Glen Winter directed the episode which was written by Chris Dingess and Shoshana Sachi.
Guest stars: Abigail Shapiro as Dorothy Spinner, John Getz as Paul Trainor, Karen Obilom as Roni Evers, Phil Morris as Silas Stone, Stephanie Czajkowski as Hammerhead, and Irene Ziegler as Mickey Harris.
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