It's San Francisco in 1965. Lenny Bruce details his run-ins with the law by reading court transcripts, justifying his act. He loses focus and does a ridiculous dance.

The audience is bored and uncomfortable. Susie watches from the back.

After the show, Susie approaches Lenny, re-introducing herself. Lenny is out of it, but she reminds him she is Midge Maisel's manager (along with some other big stars). She asks him if he wants to get some food or coffee.

Susie calls him out for not being funny and wants to get him back on his feet. He says he can't get booked anywhere. Susie assures him she can change that and pleads with him to let her help. He thanks her but refuses.

Lenny asks if Midge is with her, but Susie says no.

Susie heads into the back alley, where Midge is smoking. Susie tells her that Lenny's a mess and won't see reason. Susie asks if Midge wants to go in, but Midge cannot. The two women leave, upset, but Susie assures Midge she will try again in LA.

It's New York City in 1961. In the early morning, Susie sleeps outside in Central Park. A cop walks her up. She runs. Cops give chase.

At the police station, Midge shows up as they release Susie (the officer explains that Susie plays poker with the chief). Midge signs for her.

Midge and Susie go for breakfast (chocolate cake and coffee) at the automat. Susie is clearly upset but won't tell Midge what's wrong. A man bumps into Midge making her spill her coffee.

Susie explains that she asked Hedy, as a favor, to get Midge on the show. Midge thanks her. Susie says Hedy owes her.

Midge reminds Susie that she is always welcome to talk about personal things, even though she has always avoided it. Susie explains that she's upset because she was just in jail.

Susie grumbles about how unfair it is for Hedy to just show up in her life again. Midge figures out that this means Susie and Hedy were "involved."

Susie explains that she was on a scholarship at Pembroke but had to work in the diner and bus tables. She recounts how this rich girl always came in with her friends and waved Susie over for sugar cubes every day.

One day, Susie had had enough and told Hedy as much, and Hedy said she had done it because she just wanted to talk to Susie. Midge asks for clarity that Hedy and Susie were, in fact, "together."

Susie reminisces what a weird pair they were and how she often felt like Hedy's pet. They fought, and they never met each other's families. Susie speaks of Hedy with vitriol but fondness and emotion.

Susie recounts that in junior year, Hedy and her mother went to Paris, and Hedy returned engaged. She didn't marry the guy, but that was all Susie needed to know. Susie dropped out and moved to New York.

Midge apologizes, saying she would never have asked Susie to go to Hedy had she known. Susie says it had to be done. Midge asks if that was the only time Susie was in love, and Susie confirms it.

In the apartment, Abe approaches Rose (working on place settings), telling her he thinks the children are just pretending to be sick to get out of school. Rose says they should be punished.

Abe heads off to the Voice. Rose asks if he will punish them, but he suggests she do it -- something light. Midge returns, relieving Abe and Rose. They tell Midge that the children have feigned illness and called them names.

Rose informs Midge that The Gordon Ford Show has called six times to get a hold of her. Annoyed, Midge gets changed.

Midge arrives at work and enters the writers' room. She tells Alvin she is a good, punctual worker and reminds them how she looks after them and covers for them.

Midge mentions all this, saying she doesn't appreciate being called constantly when she needs some personal hours -- with her children and parents -- one afternoon. Alvin says he never called her. Mike enters, telling Midge that he's been calling her all day and Gordon wants to see her.

Mike takes Midge to Gordon and leaves the room. Gordon asks Midge what happened with Paar. Midge says he didn't book her.

Gordon offers her a spot on the show. Midge is shocked. He says she'll be on tonight. This throws Midge off, but she quickly agrees. He's clearly not happy, as he turns his back on her and keeps drinking.

Midge leaves his office, closes the door, and does a little happy dance. She runs down to the writers' room, telling them she needs to go home and change because she's going to be on the show. The writers are all surprised.

Maggie passes a bucket with a package to Dinah and Susie via a laundry line. The bucket is stuck.

Midge appears, in a pretty dress, announcing that she is set to appear on The Gordon Ford Show that night. Dinah remarks that it's short notice.

Midge tells Susie Gordon was pissed -- it's likely Hedy asked him. Midge goes to call her mother in Susie's office. Susie tells Dinah to call everyone they know.

Joel and Archie walk through Moishe's factory. They have come for a dozen uniforms for the supper club. Mrs. Moscowitz tells them she has the uniforms. She tells Joel something else is happening -- men are cataloging all the stock.

Shirley and Moishe emerge from the office, both walking with canes. Moishe has his left arm in a sling.

They tell the story: Manny's in Florida visiting his sister, so Moishe has been getting up early to go to the factory. That morning, Moishe slipped in the shower and couldn't get up. He called out for help, but Shirley was naked and asleep.

Roused in the dark, Shirley grabbed her fur coat and headed to the bathroom, where she also slipped and fell on top of Moishe. The cleaning lady wasn't coming until later, and neither Moishe nor Shirley could get up, so they just laid there and talked -- and listened.

They announce that Moishe is going to retire. He's selling the business, and they will move to Boca. Joel is stunned but happy for them. Mrs. Moscowitz tells Joel he has a call, and he takes it while Shirley leads Archie away.

On the phone, Midge tells Joel she will be on The Gordon Ford Show that night. Joel is excited for her and permits her to talk about him as much as she likes.

Leaning on the windowsill, Midge offers Joel tickets for the show, which he takes her up on. Midge hangs up and starts to head out when Dinah points out the pigeon shit on Midge's elbow.

Midge realizes she has to change again and asks if they can go to Bergdorf's. Dinah tells them she will pick up the dresses, telling Midge and Susie to go to the studio.

While Midge runs jokes past Susie, the makeup lady attempts to do Midge's makeup, growing increasingly frustrated, until Midge offers to do it herself.

The makeup lady leaves, and Dinah enters with the dresses (and stockings) from Bergdorf's. She informs Midge and Susie that the dresses are free as long as Midge mentions Bergdorf's on the show.

Trudy rushes in, telling Midge she has been successful. Midge comes out, in her underwear and a thin dressing gown, to talk to her father (at the Village Voice) on the phone. She says she has been trying to reach him and Rose to no avail.

Midge tells her father that she is going to be a guest on The Gordon Ford Show, doing stand-up, and she has tickets for them. She tells him what time, and he says he'll be there, adding that this is wonderful.

Midge thanks him and hangs up. She realizes the other five writers are watching her, but they quickly disperse when she notices them.

Abe rushes in excitedly, telling Rose that Miriam will be doing her act on The Gordon Ford Show that night. Rose plays it down. He urges her to get ready quickly, but Rose says she's not going and that Miriam never called her.

Abe says Miriam had been trying to call for four hours. Rose posits that Miriam is a compulsive liar. Abe suggests that something may be wrong with the phone. Rose goes to the phone, only to find it is off the hook, and hangs it back up.

The phone rings immediately. It's Joel telling Rose about Midge being on The Gordon Ford Show. Rose listens and hangs up. The phone immediately rings again. It's Shirley with the same news and instructions. Rose agrees and hangs up.

The phone rings again. It's Zelda, calling while hiding in her bathroom with the water running so Janusz doesn't find out, again with the same news for Rose. Zelda hangs up when Janusz calls for her.

Rose's phone rings again. It's The Gordon Ford Show writers, again with the same news. Rose repeats the info back to them before they can get it out. Rose grabs her coat, and she and Abe rush out.

Rose and Abe set out to catch a cab, running through traffic, which is at a standstill, as all the cabbies are on a shift change. Rose and Abe get increasingly desperate.

Midge, all dressed up, reviews her notes. A fortune cookie paper falls out with her lucky numbers on it. She reads it, smiles, and tucks it into her bra.

Susie hands Midge her set order. Midge starts making notes on it while Dinah rearranges a dinner meeting for Susie.

Gordon Ford comes in and greets Alan Shepard, the astronaut, his first guest. Gordon greets Midge and asks what she's wearing, saying it's too fancy. Midge says doing her act on The Gordon Ford Show calls for fancy.

Gordon clarifies that she is not doing her act but is appearing as one of his writers. Susie follows Gordon out, telling him that Midge thought she would be doing her act.

Gordon responds that she is going to be on the show like he said, but as a Gordon Ford Show writer, as a human interest interview. He brushes Susie off and heads to set.

Susie goes after Mike, telling him about Midge's situation and that Gordon wants to interview Midge as a writer. Mike agrees that is bullshit. She tells him to fix it, and Mike says he'll see what he can do.

It's a minute to air. Mike gives Gordon the new opening line and asks about Midge. Gordon tells him he changed it and warns Mike not to get in the middle of it.

Mike heads out to the floor, where the stage manager is prepping the audience. Rose and Abe arrive and sit behind Shirley (Moishe is absent, loopy due to too many painkillers). The writers head to the floor, and the show begins.

The stage manager comes to get Alan Shepard. Midge and Susie wait in the green room, unenthused.

On the show, Carol Burnett sings "Shy" from Once Upon A Mattress.

A young woman bursts into the green room, looking for Midge. She introduces herself as Plum, Midge's stage manager for the evening. Midge recognizes her as the girl who runs the lost and found for the ice rink.

The Carol Burnett performance ends. The audience applauds. They go to commercial. Plum leads Midge to her spot backstage, where they notice stools being put out.

Susie tries to give Midge a pep talk, but they are both still disappointed. Someone calls for Midge to sit on the stool, which she does. Gordon smokes.

Rose, Abe, and Shirley wave to her from the audience, with Rose and Abe excitedly recounting their journey. Joel waves to Midge with a questioning look. Midge remains poised but subtly shakes her head. Susie stands behind Mike.

The show begins filming again. Gordon talks about his hard-working staff, saying he wants to introduce one of them.

Gordon introduces Midge simply as Midge, the "lady writer," and goes to sit on the stool next to her, still smoking his cigarette. He centers himself in the conversation, and she tersely plays along.

Gordon gets the camera to swing around to the other writers in the wings, catching them off guard. He introduces them, the audience applauds them, and the camera turns back to Gordon and Midge.

Gordon asks Midge the difference between male and female writers. Midge's response gets laughs from the audience, so Gordon orders a cut to commercial, which throws off Mike and the rest of the crew.

The band awkwardly strikes up. As they cut to commercial, Gordon gets up and sits back down at his desk, where Mike confronts him, saying he threw to commercial four minutes early. Gordon says he'll vamp, but Mike insists on real content.

Joel flags Susie, who comes over to him. Susie explains what happened with her friend and with Gordon's ego.

Gordon reluctantly agrees to do four more minutes of stool chat with Midge.

Imogene arrives and sits beside Archie, who is with Joel.

Rose and Abe call Midge over. Abe expresses his pride, and Rose tells her how touched she is that Midge had so many people call her.

Plum tells Midge to get back to her stool. Imogene calls out to Midge, pointing out the beret she is wearing. The stage manager gives a two-minute call.

Midge sees the microphone. She looks around and has a moment of clarity.

Midge pulls Susie aside. She tells Susie she has four minutes and is thinking of doing something reckless that could backfire and ruin them.

They hear a one-minute call. Susie gives her her blessing and "tits up."

Thirty-second call. Gordon and Midge sit on their stools.

Midge says to Gordon quietly that it was not her intention to force his hand, that she hoped he would want to put her on the show. He says it's nothing personal. She tells him she's never been good at following rules.

They begin rolling again. Gordon asks Midge about the coffee in the writers' room. Midge tells him and the audience that she's not actually a writer; she's a comedienne. She gets a laugh and then suggests she get up and do what she came here to do.

The audience applauds. MIdge gets up. Gordon holds her arm. She pulls away and grabs the microphone.

Midge begins her act. Gordon gets up, but Mike silently urges him to back off. Gordon sits back down at his desk; the stools are removed, and Midge continues.

Midge talks about being a rule breaker, her parents, how Joel left her, and how she first started performing. She gets plenty of laughs and applause.

Alfie appears beside Susie as if by magic.

Midge talks about boyfriends, her kids, and being an independent woman. Even Gordon laughs. Midge talks about fame. She finishes her set to massive applause from the audience, the secretaries, the other writers, and Gordon.

Midge thanks everyone, including Bergdorf Goodman's. She gets a standing ovation.

Gordon invites Midge to sit on the couch, much to her (and Mike and Susie's) disbelief.

They banter, and he admits he was wrong about her and introduces her properly as the "magnificent, magical, marvelous Mrs. Maisel."

The audience cheers, and the writers bow to her. Midge blows a subtle kiss to Joel. Gordon covers his microphone and quietly tells her she is fired. Susie has tears in her eyes and puts her hand on her heart.

Six months earlier, snow falls lightly as Midge and Lenny eat at the Wo Hop Restaurant. He teaches her how to be famous by signing illegible autographs and ignoring people you know. He assures her she is going to be very famous.

Midge grabs a fortune cookie; Lenny opens it for her and reads her wonderful future of fame and fortune. She takes it from him. It's her "lucky numbers" fortune.

In 2005, in her lavish penthouse, Midge's team go over her schedule. She insists she wants to be in New York for the holidays.

Midge asks why she's not working on Tuesday, and Delia responds that it's because she is working all the other days that week, suggesting she rest on Tuesday.

As Midge descends the staircase with her team, one of them -- Franklin -- tries to show her how to use a cell phone. She's not interested.

That evening, Midge looks at her wedding photo to Joel as the maid cleans her room. She walks through her enormous penthouse beside a lavishly set table.

Midge reads a magazine while eating in the kitchen as her servants clean. She walks through her vast, opulent living room.

She heads to her small television room, where she has a little collage of clippings and photos from the old days. She calls Susie.

Susie lives somewhere tropical, and it's daytime. She has a giant cage of tropical birds. Susie finds her reading glasses.

Together, watch their pre-recorded VHS tapes of Jeopardy simultaneously, counting down to press the button at the same. Midge asks Susie if she got her bird -- the red one -- which Susie named "Whore."

Midge says the team didn't book her for anything on Tuesday, and Susie laughs, mentioning that Delia must have caught it.

Midge and Susie place their "bets" on the Jeopardy contestants. They chat while watching, Midge asking what she would like if she were a man with a goatee, and considers what animals she'd do well as if she were reincarnated.

Susie says she would like to come back as a skunk. The women laugh together on different continents.