<P> The band experiences problems with promoters and venues on the tour, and hires Dennis, a professional manager . Penny is told she must leave them before New York, where Russell's ex-wife - girlfriend Leslie will join them . Stillwater "loses" Penny and her three protégé groupies to another band in a poker game; Penny acts nonchalant but is devastated . Also, Dennis has chartered a small plane to allow them to play more gigs than their tour bus does, and there is no room on it for Penny, who is left behind . </P> <P> However, Penny goes to New York on her own, and shows up at the restaurant where the band learns that they will be featured on the cover of Rolling Stone . Leslie notices her apparent attempts to get Russell's attention, and Penny is asked to leave . William chases her back to her hotel, where he saves her from overdosing on quaaludes . </P> <P> The next day, the band flies to another gig, and the plane encounters severe weather . Believing they are about to die, members of the group confess their secrets to one another, bringing the conflicts between Jeff and Russell into the open . Jeff insults Penny, but William defends her and confesses that he loves her . The plane lands safely in Tupelo, leaving everyone to ponder the changed atmosphere . </P> <P> William leaves the group, to finish the article at the Rolling Stone office in San Francisco, writing the whole truth about what he has observed . Fearful the story will damage the band's image, Russell tells the magazine's fact - checker that the boy's story is untrue, killing the article and crushing William emotionally . William's sister happens to encounter him sitting dejected in the airport, and offers to take him anywhere in the world; he chooses to go home to San Diego, where their mother is overcome to have both of them back . </P>

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