Backstage after the show, Kathy and crew are allowed into Bette's dressing room to congratulate her on a good show. Bette claims to mortified by Kathy's dick joke. Oh please, Bette. Your career started in bathhouses. I've seen you say far worse things. Bette is also surprised that Kathy used that joke after it got all that publicity on New Year's Eve (oh, that's right, there was a heckler and she kind of lashed out. I'm sure it's on YouTube if you want to go check it out), although Kathy claims in an interview that recycling jokes is good for the environment. Bette tells Kathy that next to her, she looks like she has class. Did you follow those pronouns?

Kathy and Bette introduce their entourages to each other: Tom and Tiffany, meet Marty the Tour Manager to the Stars. Bette is surprised to learn that Kathy has merchandise, which turns out to mean "T-shirts that say 'Suck It'." Kathy "convinces" Bette to show off her lavish gift shop. Lookit all the Bette Midler stuff! There's also a lot of Cher stuff, because they share a shop. Bette shows off her merch, and it's all pretty shameless. Kathy is impressed with the stark difference between her own merch (T-shirts tacked to a corkboard) and Bette's permanent Merchandise Store.

Kathy and Bette walk through the casino while Kathy marvels at the love that is thrown Bette's way from all directions. As they ride the elevator up to Bette's suite, we learn that she has to hide the label on her square bottle of water because Bravo won't pay to clear the rights. The point of this is lost on me, because Bette clearly says the name of the water. Kathy claims to be definitely cable.

As Kathy and Bette enter the Midler Suite, Kathy tells Tom and Tiffany to get lost. It's enormous, of course. There's fancy food on rectangular plates. There's salmon-caviar pizza and something with lobster claws sticking out. The chef, who is loudly French and also very friendly, comes out and Kathy asks for a grilled cheese sandwich. She gets along well with the chef, because he is tolerant of her French. Then Kathy starts grilling Bette on her show routines. Bette doesn't eat much before a show where she sings. She doesn't want to know what celebrities are in her audience. Neither does Kathy, although she does need to know if someone she talks about is there, so she can cut that material.