Haunted and confused by his feelings for Paulie, Neil terminates ZO2's regular gig at Southpaw. With the future of the rock band in question, Dina lands them a gig at Manhattan's Cutting Room. Only it's jazz night, and the crowd doesn't dig their sound. The guys somehow dodge an all-out race war and win over the audience, Joan Rivers, and a tearful Neil in the process. Joan Rivers and Patrice Oneal guest star.