|“|| Louis: I get that, Harvey, but the truth is I'd rather you'd just come sit with me than go tilting at windmills.|
Harvey: Windmills? What are you talking about? [...] It's just, we've been through so much together. Please, don't let me tilting at wind chimes be the thing that pulls us apart.
Louis: It's windmills.
Harvey: Windmills, whatever.
Louis Litt is at his home discussing his demotion with Sheila Sazs. Sheila reminds him that he said he didn't want to be managing partner anyways and that he had declined when Donna Paulsen had offered it, although Louis responds that it was because he was asked so the night Sheila told him she was pregnant, adding that he doesn't know how he can go back to work not being in charge.
At the office, Harvey Specter pays Donna Paulsen a visit at her office, asking why they hadn't spent the night together. Donna states that she doesn't like that Harvey agreed with her publicly while personally disagreeing with his stance, and after Harvey replies that he didn't want her to be mad at him, she realizes that he is fearful that she would leave him. Donna reassures him that she would not leave him, especially due to a work-related incident. Harvey reveals that he occasionally watches The Oprah Winfrey Show and discusses maintaining the work-life balance in their relationship when Gretchen Bodinski interrupts them, notifying them that Faye Richardson stripped Louis of his title as managing partner and that they need to go see him. Harvey, however, tells Donna to see Louis alone while he goes to Faye's office to talk to her.
Faye explains to Harvey that she had revoked Louis' power after he had a subordinate hack the New York State Bar and then tried to fire him when he got caught. Harvey tells her that he believes Louis' statement that he had merely told Benjamin to do whatever it took and not explicitly to hack the Bar, prompting Faye to reply that there would be consequences if they did not obey her. Before storming out of her office, Harvey informs her that he would not be reporting to her. Donna heads to Louis' office, noting a worker scraping his title off his office window. She apologizes for the events of the previous night, revealing that she has an older sister who turned her boyfriends into doormats, a fate she does not wish Harvey to befall to, and assures Louis that she would not allow her relationship with Harvey to affect how they treat him.
On the way to his office, Alex Williams is approached by Samantha Wheeler, and the pair discuss Louis' demotion. Alex tells her that he would not do anything unethical while Faye is around, although Samantha responds that she has grown quite fond of Louis and asks him if he would help her use the law to remove Faye from power; when Alex asks her how she plans to do that, she admits that she does not know yet, but as they were lawyers they should be able to find a way.
Harvey goes to see Dan Foley, the CEO of SensaTech whose board of directors used the company's law firm to push through a takeover. Harvey tells Dan that the people behind his takeover are related to Faye, and offers to help him in order to stick it to Faye. Dan is initially hesitant about hiring an attorney whose focus is that they share a common enemy rather than helping him, although Harvey responds that he would be able to get his company back in the process, suggesting that Dan sue the board. Dan explains that as CEO, he is not allowed to file a lawsuit against his board of directors, though Harvey reveals that since Dan is also a shareholder, he would be able to sue them since shareholders are not exempt from doing so. Dan hires Harvey as his attorney and orders him to draft the suit, only for Harvey to inform Dan that he took care of that prior to their meeting.
Katrina Bennett is in her office attempting to handle a case for VersaLife when Susan Carter offers her assistance. Katrina initially refuses, but relents when Susan catches an error that could have cost them the case.
Louis takes the day off to have lunch with Judge Saul Zuckerman. Saul talks about how during their time at Harvard Law School, Louis had mapped out his career, which consisted of joining a top-tier law firm, becoming name partner, and eventually becoming a judge. As a seat had been vacated, Saul offers judgeship to Louis, although Louis declines as he views it as charity, believing he was offered the position because he was demoted by Faye. Saul then informs Louis that if he fights against Faye and loses, he would not have this chance again.
Faye goes to Harvey's office, discovering that he is filing a lawsuit against her old firm. Since Faye is responsible for signing off and approving all new cases, she agrees so long as Harvey remains unethical, to which Harvey replies that he would do whatever it took to win. Faye then warns him that she would be monitoring him before leaving. At Louis' home, he notifies Sheila that he was offered a judgeship but turned it down, only for her to reveal that she was the one who had arranged it. As Louis had said earlier that he didn't know how to continue working at the firm following his demotion, she had orchestrated with Saul to have him become judge, which is both a position Louis wanted and one Saul believes he is right for.
In Samantha's office, she and Alex find a by-law that states that a Special Master can be ousted if they cause damage to the firm. Samantha suggests going to Gavin Andrews and have him claim that he is leaving them due to Faye's actions, although Alex protests, stating that if they were do so, they would be damaging the firm themselves, and that such an action would fall under conspiracy and therefore unethical. Samantha then calls Alex a coward, while Alex retorts that he isn't doing so and that Samantha shouldn't either.
Meanwhile, Katrina and Susan continue to work on the VersaLife case, praising Susan's research skills. Susan asks Katrina how to have a professional working relationship with someone you have feelings for, revealing that she is attracted to a paralegal; Katrina refuses to discuss herself and Brian Altman, and responds that she should simply not work with the man she's interested in. Susan then suggests asking opposing counsel, a family friend, to settle the case, although Katrina shuts her idea down, claiming that Susan had taken the case to show off her family connections in an attempt to impress her. Susan attempts to convince Katrina otherwise, though Katrina replies that as an associate, she should know when to drop it.
That night, Louis has a dream where he is both lawyer and judge and has Faye put on trial. The dream versions of Alex, Samantha and Donna are all enamored with him, with Dream Alex claiming if he wasn't married, he would be with Louis. The jury consists of twelve Harvey's, who deliver a verdict that Faye is guilty, prompting Judge Louis to sentence her to death and for bailiff Gretchen to escort her out. The next day, Louis pays Stan Lipschitz a visit, sharing the details of his dream with him. However, Lipschitz reminds him that in Louis' dream, he was surrounded by his friends from work, whereas if he were to take the judgeship position in reality, he would not be surrounded with them anymore. Louis admits that he did not think of that, adding that his friends are everything to him and that he doesn't want them to go anywhere.
Faye heads to Donna's office, notifying Donna that she is now acting managing partner and that she requires a secretary. Donna initially refuses as she is now COO, claiming that resuming secretarial work would send an unflattering message, although Faye responds that she has heard Donna was the best in the firm and wants Donna to manage her files for her. Donna asks if she would get demoted if she refuses, which Faye affirms. Not wanting to receive a demotion and lose her title as COO, Donna agrees to perform secretarial duties for Faye.
Samantha apologizes to Alex for calling him a coward, confessing that she has been off-kilter since Robert Zane's departure. Alex informs her that whenever he has issues in his work life, he turns to his family life. As Samantha does not have a family, she jokingly asks if Alex is intending to adopt her, although Alex invites her to his house for dinner, stating that his wife Rosalie Williams has been asking about her and that his daughter Joy loves her.
Harvey is checking out his records in his office when he gets a phone call from Dan, who informs Harvey that the board has fired him after Harvey took out a full-page ad to tarnish the board's reputation. Dan threatens to sue Harvey if Harvey does not fix it, prompting Harvey to go to Donna's office and share the news. However, Donna is too busy being Faye's secretary, angering Harvey. Donna stops Harvey from going to Faye, not wanting him to fight her battles, and suggests that they go out for dinner to clear their head and prevent their work troubles from affecting their relationship.
Katrina is on the phone in her office when Susan walks in. Katrina berates Susan for calling her family friend to try to get them to settle, stating it makes it seem as if the other side had them beat and admonishes Susan for disobeying a direct order. Katrina then tries to have Susan removed as a candidate to be her associate, although Susan responds that Brian, a married man who worked long nights alone with Katrina, suddenly resigning from the firm while retaining one client, believing that he and Katrina were involved in an affair. Susan then blackmails Katrina, notifying her that she would report the indiscretion to Faye if Katrina did not make promote her to her personal associate by the end of the week.
Donna is applying lipstick in the bathroom when Gretchen walks in, informing her that Faye is looking for her. Donna adds that Faye wishes for her to be her secretary and asks Gretchen to cover for her while she goes out for dinner. Gretchen discloses that she is aware that Donna and Harvey are together and offers to take over Faye's secretarial duties on her behalf. Donna initially refuses, but when Gretchen is adamant on doing so, Donna thanks her and leaves, stating that she owes Gretchen.
Louis returns to the firm and is unable to find Gretchen, heading to the associates' kitchen. He comes across Faye, who notifies him that Gretchen is working for her temporarily sine her original candidate, Donna, pawned off the work on Gretchen. Louis then goes to see Gretchen and demands to know Donna's whereabouts; Gretchen explains that her taking over for Donna was voluntary but gives Louis the address to the restaurant Donna is at.
At the restaurant, Harvey discusses Faye at length before the pair realize their dinner was to avoid the Faye situation. The pair find themselves awkward with nothing to say until Harvey divulges that Donna reminds him of Ricky Garfield's mom. Harvey explains to a confused Donna that Ricky Garfield was a kid who had moved into the neighborhood when he was sixteen and that Harvey developed a crush on his mother, a redhead.
Meanwhile, at the Williams' residence, Samantha arrives for dinner. Rosalie and Joy enter the kitchen, Rosalie bringing Chinese food and explaining that their other daughter, Debbie, would not be in attendance. Rosalie and Alex discover that Alex's car has been damaged and that it was Joy's doing. As Joy had elected not to disclose the damage in the hopes to hide her responsibility, Alex gives her an ultimatum: pay for the damages or have her driving privileges revoked for a month; while Joy argues with her parents, Samantha finds herself extremely uncomfortable and remains silent.
Back at the restaurant, Donna receives a phone call from Louis, intending to answer it as she promised she would be there for Louis, although Harvey responds that this dinner was meant for the two of them. Donna then elects not to answer the call and the two laugh after Harvey makes a joke, unaware that Louis is watching them. Harvey then tells Donna that he found a way to help Dan. The next day, Samantha heads to Katrina's office, telling her that the partners at the firm are the closest she has to a family. Katrina asks Samantha for advice on what to do when pressed, adding that someone is blackmailing her, and Samantha replies that if she gives them an inch, they would take a mile.
Harvey walks into Faye's office with a record of Faye's phone calls, proving that Faye had a fifteen-minute phone call with her old law firm, believing Faye had called them to sabotage his case and have them fire Dan. Faye retorts that it was not she who called them but rather they who had called her, and adds that if they had asked her to collude, she would have reported them to the Bar. Katrina walks to the associates' bullpen and asks Susan to come with her to see her new associate office. However, Katrina walks into Faye's office and informs Faye that Susan made a mistake in a case but admitted responsibility for her, earning Faye's respect.
Louis enters Harvey's office to notify him that he is taking a judgeship and leaving the firm. Louis reveals that he watched the pair at the restaurant laughing at him, although Harvey reassures him that they weren't laughing at him and asks him to stay at the firm. Meanwhile, Susan goes to Katrina's office to ask how she knew she wouldn't tell Faye about her and Brian, and Katrina responds that she did not know. Susan then asks why Katrina didn't report her blackmail attempt to Faye, to which Katrina replies that Susan had done so because she was ambitious, adding that she was the same way when she joined the firm but that ambition couldn't be everything. Samantha goes to see Alex in his office, thanking him for dinner, adding that as uncomfortable as the argument with Joy was, it was family and that it inspired her to seek her biological parents.
Louis returns home for the night and is confused to hear Donna's laughter. He heads into the kitchen to find Donna and Sheila talking, with Donna attempting to convince Sheila to have Louis stay at the firm. Louis informs her that he has already chosen to remain at the firm, to which Donna replies by suggesting they have a girls' night, much to Louis' delight, who wishes to watch Dirty Dancing with her.
Back at the firm, Harvey meets Faye by the elevators and notifies her that he convinced Kevin Miller to buy SensaTech and rehire Dan, but that he also asked Kevin to retain the firm's original counsel in order to save face for Faye, in exchange for Faye returning Gretchen to Louis. Faye admonishes Harvey for leveraging a client for his personal interest, although Harvey replies that Kevin was okay with doing so. Harvey then tells Faye that the firm is his and not hers, although as she leaves, she points out that despite Harvey claiming he would do whatever to win, he hadn't crossed any lines while under her purview.
- Gabriel Macht as Harvey Specter
- Rick Hoffman as Louis Litt
- Sarah Rafferty as Donna Paulsen
- Amanda Schull as Katrina Bennett
- Dulé Hill as Alex Williams
- Katherine Heigl as Samantha Wheeler
- Denise Crosby as Faye Richardson
- Tamberla Perry as Rosalie Williams
- Iman Benson as Joy Williams
- Gil Bellows as Dan Foley
- Alison Louder as Susan Carter
- Marvin Kaye as Judge Saul Zuckerman
- Sharon Belle as Hostess
- Allison Busner as Associate
- Chris Tarpos as Court Spectator (uncredited)
- Faye Richardson appoints herself as acting managing partner of Specter Litt Wheeler Williams.
- Louis Litt briefly considers resigning from the firm to become a judge, although he elects to remain at the firm.
- Samantha Wheeler decides to seek out her biological parents.
- Harvey mentions The Oprah Winfrey Show and Bill Buckner.
- Louis mentions Man of La Mancha and Dirty Dancing.
- Goddamn Counter: 3
- This episode was directed by Gabriel Macht.
- Donna is revealed to have a sibling, a sister whom she claims is much older than her.
- Katrina mentions how she had nearly caused the firm to lose VersaLife as a client ("This Is Rome").
Harvey: You'll root for the people who embraced your system. But it won't matter, because after I kick their ass, the world's gonna know my system is better than yours.
Faye: And what system is that? The one where you play by whatever rules suit you? Because if that's what you're gonna use to win this–
Harvey: I'll tell you what I'm gonna use to win: whatever I fucking have to.
Faye: Then I'll be forced to remind you: you cross one line, and you'll be out on your ass.
Harvey: I don't need to cross any lines, Faye. You de-balled these guys so much, all I had to do was threaten a lawsuit, and they're shaking in their boots.
Samantha: Jesus Christ, it's one little thing to get her out of our lives.
Alex: It's not a little thing. It's conspiracy. And it sure as hell isn't on the up-and-up like you agreed to.
Samantha: I don't believe it. When did you become such a goddamn coward?
Alex: Excuse me?
Samantha: You had Katrina pretend to be me, and did that because you had to balls to win.
Alex: And if I say yes because you call me a coward, then I am one. So do what you want, but I'm not fucking doing it. And neither should you.
Donna: Well, now that I don't have to spend the rest of my night begging, there really is just one thing left for us to do.
Louis: Are you saying what I think you're saying?
Donna: I am. Girls' night.
Louis: Oh, my God. It's really happening.
Louis: Are we watching Dirty Dancing? Should we start with a round of "I Never"?
Sheila: Doesn't matter to me. Just choose fast. I go to bed early, and I'll have to pee ten times between now and then including in about five seconds.
Donna: It's your call, Louis. Because tonight you are the most important woman in the room.
Louis: Donna, that is the nicest thing you've ever said to me. Dirty Dancing it is.