For this episode, Zach and Will are joined by actor Andy Milder to discuss:
 
- Working on the "Star Trek" franchise
- The definition of a character actor
- His "relationship" with Keira Knightley
- Meeting: Don Rickles, Bob Newhart, and Bob Balaban
- Voicing characters such as: "Male Hostage #3" and "Prince Sebastian LaCroix"
- "Apollo 13"
- The acting prowess of Howard Stern
- Transitioning from studying law to acting
- Working with director Tony Scott
 
The show continues as Zach and Will become more inebriated and get into topics such as:
 
- Living like a real adult
- Singing "Highway to the Danger Zone" and "Wanted (Dead or Alive)"
- Hostage negotiation tactics
- Mescaline
- Tom Cruise
- Introducing Will as the permanent co-host
- Laying in your yard, under a blanket
- ALF
- Asking Will "some important friend stuff"
- Imitating cat noises