New set: the Planetarium. Or so I assume from all the orbs hanging from the ceiling. Betty walks through the big, weird room and I wonder why they don't have an office or something. Then Christina Baranski (Matt's mother, who hated Betty last time they met) enters dramatically, to the sound of Also Sprach Zarathustra. If it's good enough for Ric Flair, it's good enough for Ugly Betty. Come to think of it, when Amanda was watching YouTube videos on the couch, she was using a big, fuzzy blanket that could well have been one of Flair's robes.

Matt's mother explains to Betty that she blackmailed her friend Bitsy to get her this opportunity. Then, with a comment about Betty's "adult braces", she shows her a slide show they made for an intervention. Matt is seen nearly completing a marathon, collecting a brown (not black) belt in karate, making a pot, standing with a cow (remember that time he said he was nearly a large animal vet?) and allegedly killing an elephant named "Tiny". The point of this is to employ Betty's "plucky immigrant zeal" and get Matt to finish something for once in his life. All she wants is for Betty to get Matt to participate in the final project. When Betty declines, Matt's mother says that she hopes she enjoys the use of the planetarium and throws in an ominous "it'd be such a shame if anything went wrong." Betty looks suspicious.

Mode offices. Marc tells Betty that obviously it's a threat. He doesn't seem interested in her moral dilemma or her relationship and emphasizes to her that they're out of options at Mode (well, for the moment. Sometimes you can't get a promotion the same week you decide you want one, you know?) and that they need Matt in order to get the venue. Finally he tells her to "Make it work," even though he'd already used a Project Runway quote in their sidebar in the bathtub.