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Episode Number: 8 according to broadcast order, and 11 to production order.
Sydney persuades a reluctant Carol to go to a dinner date in the seamier side of town to meet an old friend of Sydney, Benny Rivers. Benny, a runner for the narcotics mob, is also the restaurant owner, and has a young girl named Sandy, barely 16, who he has looked after since her father, a good friend, was killed in a gangland shootout. He introduces her to Sydney, and tells Sandy that Sydney was once a street-hustler, but managed to work her way out of the gutter and make a real success of herself. When Sydney agrees, and Carol ask Sandy if she shouldn’t be in school rather that stand on the corner, hawking stolen good, Sandy gets upset and leaves, accusing “Lady Di and Jackie O” of being real jerks for suggesting such an idea. Benny asks Sydney if he could hire her to teach Sandy to better herself, but Sydney reluctantly says that it wouldn’t work.
When Benny returns to his house, Sammy, a henchman of his boss, accuses him of taking over $100,000 from the gangs’ money pouch, and kills him. The next morning, Sydney and Carol arrive at Benny’s to tell him that they have decided to help Sandy after all. But they find the police wheeling out the body. Sydney vows to Carol that she will find his killer, and the two go out to tell a young girl the terrible news that the second “father” in her life has been murdered.
Sydney and Carol go to the fancy art house of Robert Davidson, who she knew as Bobbo, the crown prince of the slums, who also worked his way out of the gutter to become respectable. He greets Sydney, and tells her that he has heard of Benny’s death, but knows nothing about it. Frustrated, the women break into Benny’s house and find a credit card application for “Fantasyland”, a nightclub in San Francisco’s “tenderloin” that features prostitutes dress in all kind of costumes to please a client. Since Sydney is known in that area of town, she persuades Carol to reluctantly go looking for work at "Fantasyland."
Carol, acting the role of a beautiful, smart, high-priced hooker from Los Angeles, manages to talk her way into seeing the boss, Sam, who is also the man who shot Benny Rivers. He thinks that she is too high-priced for his establishment, but Carol persuades him to like what he sees. Sam tells her to try on an outfit down the hall, but while in the costume room, Carol is horrified to see Sandy, all dressed up like a French maid. Sandy recognizes her, but leaves the room without giving Carol away. Sandy sees Carol, dressed in a black leather outfit, go back to Sam's office. Inside the office, Carol finds that Sam is gone, and searches his desks for some clues. She finds a bunch of phone bills and puts them into her jacket, but hears a noise and turns around, thinking it is Sam. But it is Sandy, who has decoyed Sam so she can help Carol get away. When Carol begins to berate Sandy for working in such a place as what Carol thinks is a prostitute, Sandy assures her that she is only a cocktail waitress, looking for clues to find out who killed Benny. Carol shows her a small bag of powder on Sam’s desk that Sandy says is heroin, and Carol realizes that “Fantasyland” is a front for narcotics smuggling and distribution.
That same evening Sydney has been having dinner with Bobbo, who tries to persuade her to drop the matter of Benny River’s death. He warns her that she may be in danger, but she stubbornly replies that she will find the killer, if not for Benny then for Sandy. Bobbo excuses himself to make a phone call, but actually goes outside the restaurant to plant a time bomb in Sydney’s car. He is the really the boss of the narcotics mob and owner of “Fantasyland”, his fancy shop being a front, and ordered Benny killed when he found out that the money was missing. Going back inside to finish his dinner with Sydney, he sees her to his car, then pretends to notice the bomb and pulls her out before it explodes and save her.
Back at the mansion, the women try the phone number on the phone bills, and find that 12 calls were placed to Bobbo’s art house. They realize that he is involved with the drug smuggling, and hatch a plan to catch him. Carol, going back to “Fantasyland” in a slinky oriental gown, finds Sam asking where she disappeared to the night before, and she pretends she was bored when he never showed. He takes her to his office to “try out her goods” but when a phone call comes, he orders her out. Carol pretends to leave, but stays to overhear the message from Bobbo that there will be a drop at the pier on Sunday.
The day and the place known, the next step is to make Sam ill so Bobbo will have to come in his place. Back at “Fantasyland” Sandy puts a powder in Sam’s drink, and he passes out. Shane and Sydney, who have been waiting for Sandy’s frantic call tothem as emergency medical technicians, drives up in an ambulance, and takes Sam away to a hospital. Sandy then calls Bobbo, and tells him that Sam had a heart attack, but before they took him away was conscious enough to tell her to call Bobbo’s number and tell him Sam was too ill to make the drop.
Checking with the hospital, Bobbo talks to an admissions nurse, who Shane has managed to fool that Sam was really taken there, and convinced that the call was genuine, Bobbo leaves to take the money to pier, followed at a distance by Carol, and Sydney and Shane leave the hospital after telling Lt. Veronsky of the narcotics drop.
But Bobbo has seen Carol following her, and manages to lose her on the pier. When Carol calls Sydney and Shane, they tell her that they and the police are on the way. When Carol hangs up, Bobbo takes her prisoner and forces her at gunpoint to walk down to pier to the marina where Emilio Ortega, Bobbo’s narcotics supplier, is waiting on his yacht. When the surprised dealer sees Carol, he is told that by Bobbo she knows too much and should be “dropped off when the yacht clears Alcatraz.” Bobbo then starts back down the pier, but sees the Coast Guard patrol craft and the police pull up behind him, blocking the exit for Ortega and the yacht. On the top deck of the yacht with a pistol to Carol’s head, Ortega forces the police to put down their weapons. Carol, whom has hidden a small can of mace inside her jacket, suddenly turns and sprays him in the face, then flips him off the yacht into the marina.
Sydney and Shane have seen Bobbo making his way down the pier, and capture him in his car, with Sydney holding his gun, having forced an old friend to surrender for the murder of another old friend.
Back at the mansion, Sandy tells them that Benny left her over $100,000 in his will, to be doled out in small amounts until she is 21, and Carol and Sydney persuade her to go to college and make a honest success of herself, as Benny had wanted.
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