Annie has gone to Derby with Lucille after news has reached the Street that Jack has died while staying at Joan's. Frank Bradley and Judd Johnson look for Ray who they were in Borstal with some years previously. Maggie tells Len she knows she's second best for him after Elsie. She realises he is using her to make Elsie jealous and refuses. Ray is annoyed to see Frank and Judd. They tell him they're going straight and he takes them on to make some cabinets for the studio. Len tells Alan he has to mop up after him as he cares for Elsie. Emily isn't happy about having Frank and Judd in the studio. Alan asks Elsie to marry him so that they can never get away from each other, she doesn't believe him and refuses.