- After a close call on the docks, Guy gets captured and learns he's been duped. Michellee gives her daughter a tour of Meepville
- As the cruise ship sinks, Sam and Guy are dragged under by the current, but grab a briefcase and resurface. They climb onto the pier. The BADGUYS arrive and Gluntz hypnotizes the Goat into submission. Sam and Guy flee, but the BADGUYS capture Guy. Guy tell Sam to save himself. Sam flees with Mr. Jenkins. The BADGUYS explain to Guy that they're wildlife protectors and bring him and the Goat in handcuffs to the BADMEN (Bureau of Animal Defense - Meepvile Environmental Network). There, McWinkle reveals to Guy that Sam I-Am is actually a notorious scam artist. Michellee and EB go to an art gallery and Michellee explains that she was a professional painter before her husband died, and she chose bean counting to raise EB on her own. Sam breaks into the BADMEN office to break Guy out, and lets slip that Snerz is the collector he'd been meaning to sell Mr. Jenkins to. Guy, feeling betrayed and used, gets into a heated argument with Sam, and, thinking that Sam had told him another one of his lies back into the tent, tells the little conman that he doesn't fit his own mother. Crushed, Sam leaves with Mr. Jenkins. The BADGUYS come back in and Guy tells them about Snerz. They let him go and Guy, more lonely and miserable than ever, goes to Justin's Diner for oat mush. Michellee and EB arrive at the Snerz gala. Backstage, Snerz is in an erratic state; Sam is late, so he stalls for time by presenting the bean counting. Finally, Sam arrives with the chickeraffe and EB, who has snuck backstage, spies on them.
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