Regine shows up at the laundromat, despite the fact that it is nowhere near her new apartment. She and Khadijah are less than civil, and Regine won't admit that her new place is a dump in a bad neighborhood. She invites everyone except Khadijah to a housewarming party, but Max declares that she and Kyle will boycott the affair. An annoyed Kyle goes without her. Max convinces Khadijah to crash the party. Kyle calls Max to task for her constant struggle for control within their relationship, but their passion is rekindled after he reveals that he saved her some shrimp and cocktail sauce. Everyone becomes a little disturbed by the fact that Regine's new neighbors hold personalities eerily similar to those of her old friends. Khadijah and Synclaire believe they have located the perfect roommate, but Regine interrupts their conversation on the fire escape. She reflects on her long friendship with Khadijah, and admits that she feels lost without her. They patch things up and return to the br

Overton is mortified when he sees Melody, the woman who once shattered him by rejecting his marriage proposal, at the hardware store. He sneaks out, but she later gets his number from his friend Pug and gives him a call. Although Synclaire feels that it is a terrible idea, Overton agrees to meet Melody at Cheezy Burger. After Kyle inadvertently tells her about the proposal, a furious Synclaire tries to retaliate by driving to Bayonne to meet up with a man who sends her a Christmas card each year. She learns that he is an insurance agent, not an ex-flame. Melody tells Overton that she has come to appreciate him, and that she is now willing to spend her life with a ""simple"" man. She tries to kiss him, but Overton (who was once powerless to resist her advances) now feels nothing for her because of his love for Synclaire. Regine is annoyed to find that Khadijah and Synclaire have re-decorated the apartment and forced her into the worst bedroom, but is cheered when she discovers that her ne

NBA star Grant Hill comes to town for a Basketball/Piano Camp, and agrees to an interview for Flavor. While playing a game of one-on-one against Khadijah, he injures his knee in a mid-air collision. Khadijah feels guilty, but the injury is not serious. Grant comes over to the apartment, and he and Khadijah end up kissing (much to Regine's horror). Although Grant sweeps Khadijah off her feet and is interested in a relationship, Khadijah feels that the distance between them and their busy schedules would make this impossible. She breaks up with him, as she doesn't want to get hurt. Synclaire and Max suggest that she still hasn't gotten over Scooter. Kyle and Max are frustrated beyond belief when they cannot beat Overton and Synclaire at a single board game. Overton and Synclaire finally throw a game of Battleship to shut them up. A college-age messenger delivers a package to Flavor and is instantly smitten with Khadijah. Tag: Grant serenades an appreciative Regine.

Kyle grows increasingly surly as his 30th birthday approaches. Max, at her friends' urging, throws him a surprise party. He does not wish to participate, but is coaxed into a game of Barnyard Twister. Kyle throws his back out and leaves, humiliated. Max finds him sulking at the laundromat and asks him what is wrong. He explains that he has failed to meet many of his professional goals. Whereas he had always been a wunderkind, he now feels that he is going nowhere. Max tells him that there are some good things to be said for aging. She points out that he never could have gotten her into a relationship if he were still as immature and sexist as he was when they met. She says that she is giving herself to him for his birthday. Kyle thanks her, laughing that she is ""sweet and cheap."" Synclaire fills the house with plants, and is distressed when they die after just two days. Khadijah feels that Synclaire was smothering the plants with attention, and jokes that they committed ""planticide"" to

Regine is thrilled when a famous designer purchases the boutique, until she learns that he has decided to target the mainstream market and convert it into a discount store called Le Rag Bin. Although her mother can't get enough of the merchandise, Regine is on the verge of quitting when she assembles a particularly gaudy outfit for one customer. The woman is actually a wardrobe consultant for the hit soap opera Palo Alto. She is impressed with Regine's ability to perceive what is tacky, and hires her as her assistant. Meanwhile, Overton is mortified to learn that he is a dead ringer for a porn star. Tag: Overton learns he has unwittingly rented ""Herbie the Lust Bug.""

Khadijah and Synclaire learn that a $500 savings bond they opened as teenagers has matured, and is now worth $2700. Khadijah is anxious to use all the money to purchase a new computer for Flavor, and doesn't realize that Synclaire wants to use her half to attend a Harvey Keitel acting seminar. Synclaire spends her money without consulting Khadijah, who is unaware of her actions until the new computer is repossessed. Khadijah spends her share on a raise for Russell, and is furious at her cousin. She later learns that, although she had always considered Flavor their dream, Synclaire does not feel this way. She agrees to support Synclaire's aspirations. Kyle is outraged when he learns that Max has one more name in her little black book than he does. Max accuses him of being childish, but he isn't pacified until he discovers that he hasn't included Max in his book, while he is in hers. Tag: Overton watches Synclaire's naked acting demonstration.

Overton is devastated when a bookshelf he built falls apart and kills an ill-tempered cat that Synclaire was watching for an acquaintance. Overton tries to make amends by building the cat a beautiful coffin, but this also falls apart. He decides that he has lost his skill as a handyman, and takes a job as a bartender. Synclaire and Kyle cannot change his mind, but he eventually learns that the accidents were the result of faulty glue that has since been recalled. Meanwhile, Max is devastated by the news that she is allergic to chocolate, and is subjected to much taunting from Regine. Tag: Max ignores allergy and binges on chocolate. Music: ""What's New, Pussycat?"" (Tom Jones), sung by T.C. Carson

Kyle fears that his firm's new client, esteemed actress Jacqueline Richards, is coming on to him. He makes a fool of himself trying to reject her advances. She assures him that she only wants to be friends, but Kyle feels as though he is her lackey when she buys him gifts and takes him to expensive restaurants in exchange for errands. He draws the line at cleaning up after her poodles. Kyle agrees to be her friend, but tries to help her realize that true friendships are not based on monetary compensation. Khadijah is embarrassed when L.O.O.F.A., a children's group for which Synclaire volunteers, names her its hero of the year, on the basis of a lie she once told Synclaire about pulling a man from a burning car during their youth. Khadijah saves the man from choking after the ceremony, but Synclaire doesn't believe her. Tag: Khadijah actually saves Mr. McGinty. Music: ""Someone to Watch Over Me,"" sung by Eartha Kitt and T.C. Carson

Scooter returns to New York, but receives a chilly reception from Khadijah, who is furious at him for failing to call her for months. They are arguing on the roof when Scooter suddenly flashes a ring and proposes. Khadijah accepts immediately. Both quickly begin to experience doubts about the upcoming nuptials. While at the jewelry store to size the ring, they realize that they only got engaged because they were afraid of losing one another. They were not ready for marriage before Scooter's departure, and spending a year apart certainly did not strengthen their relationship. They call off the engagement and decide to go back to being friends. Regine, in the midst of a dating dry spell, follows her friends' advice and nixes a date with carpet cleaner Cleophus Wade when he asks her out over the phone. She is disgusted to learn that Cleophus is handsome and wealthy (he owns the company). He thanks her for rejecting him, as this pushed him into reconciling with his ex-girlfriend, whom he t

Overton wins a contest from McColgan's shaving cream and receives a chance to take a 3-point shot for $10,000 at halftime of a Knicks game. Synclaire seems to be a jinx, as he misses every shot when she steps into the gym, and regains his form the second she leaves. Even slipping a photo of her into his gym bag is enough to bring on the curse. Synclaire refuses to go to the Knick game because she doesn't want to ruin Overton's chance at the money. Overton makes the shot, then calls Synclaire and reveals (on television) that he had worn a T-shirt of the couple together. Meanwhile, Max ""borrows"" a dress that Regine had designed for Palo Alto and wears it to a function at the mayor's house. Regine tries to warn her that it is a tear-away dress for a catfight scene, but thinks better of it. Max repairs the dress and apologizes to Regine, but also undertakes a long list of vengeful acts against her (including setting her up with RuPaul). Tag: Max's apology and revenge.

Max's mother, Nina, comes to town to accept an award. Max is confused when her mother insists on staying at her apartment and trying to bond with her, as they never had a particularly close relationship. When her mother decides to reveal that she once had an affair, Max can take no more. She explains that she has always been grateful to her mother for giving her the space she needed to become her own person; things cannot change completely overnight. Nina shows up at the courtroom to console Max after she loses a case, and they decide to build their relationship slowly. Kyle is perplexed as to why Nina has not even been told of his existence. Khadijah finds actor Dean Cain's wallet in a cab, and learns that he will not work until he has retrieved the lucky receipt from the breakfast he ate the day he auditioned for Lois and Clark. She refuses to return the wallet to anyone but Cain himself. Tag: Dean Cain finds that Burt Ward is a little out of touch with reality.

A discouraged Synclaire is unsure about auditioning for an infomercial for a dashboard grill, but Max encourages her to follow her acting aspirations. Regine volunteers Max to drive Synclaire to the audition in order to keep her from hanging around the apartment on her day off. Max confronts the director when he dismisses Synclaire without allowing her to say her lines. He is so impressed by Max's spunk that he gives her the part. Synclaire accuses Max of robbing her of her dream, and begins to lose faith in their friendship. When Synclaire tries to walk off the set during the taping, Max calls her up to the stage as a skeptical customer. They pull off the performance beautifully, but are fired because the director feels there is no place for spontaneity in an infomercial. Synclaire thanks Max for restoring her belief in her acting ability. Overton is wracked with guilt when he continually dreams about the R&B group TLC after falling asleep during its videos. Tag: Synclaire threatens T

Overton invites everyone to spend Christmas at the Canadian cabin his family frequented during his childhood. He is disgusted to find that the area is now a tourist attraction, complete with an amusement park. He has several run-ins with an overzealous Mountie (who cites him for fishing without a license and trying to chop down a protected tree), and Synclaire accidentally turns his Santa suit pink in the wash. Khadijah challenges Kyle and Max to be civil to one another throughout the trip, but all bets are off when she shows him up by buying him a laser disc player after they'd agreed to a twenty-dollar spending limit on gifts. Regine dumps her date when he assumes she will be sleeping with him, then accidentally reveals that he is about to be fired from the soap opera. Regine is not pleased when Khadijah cheers him up and helps him get home. Synclaire tells Overton that what made the Christmases of his youth special was the presence of loved ones, not the cabin. The others, including

After Regine brags about her influence on Palo Alto, Synclaire drops by the set unexpectedly in the hopes that Regine can help her land a part. Regine is humiliated when none of the actors are aware of her existence, and the director refers to her as ""the odor-eater girl."" Regine apologizes for lying; but explains that, although her work is not glamorous, she thoroughly enjoys it. Synclaire agrees to keep her true status a secret. When one of the extras gets fired, Regine slips Synclaire into a scene as the Grim Reaper. Meanwhile, Khadijah asks Max to pen a column about the legal profession for Flavor. Max objects when Khadijah edits the article, prompting Khadijah to note that Max cannot deal with criticism. It is only Overton's editing skills that stave off a feud. Tag: Synclaire's appearance on Palo Alto

Ivan is injured while riding his bike across the ice at Rockefeller Center to make a rush delivery for Flavor, and loses his job. Synclaire encourages Khadijah to give him a job, but she is frightened by his devotion to her. After learning that Ivan is a top journalism student, she hires him as a copy aide. Khadijah grows tired of Ivan's ridiculous story ideas, so she sends him to a celebrity hairdressing convention. He returns with a tape recording that suggests that Rev. Jesse Jackson has accepted a cabinet position. Having earlier been scooped by the competition on a music industry shake-up, Khadijah decides to run the story without verification. She is humiliated to discover that Rev. Jackson was discussing the renovation of his home, and is forced to pull all the issues from the shelves. A distraught Ivan is ready to give up journalism, but Khadijah takes the blame. She explains that--while Ivan is too raw to know any better--she has years of experience, and should not have ignore

While at the TV station to visit her boyfriend, simple-minded weatherman Cole Front, Regine makes a date with a handsome older man named Warner Devant. When she later learns that Warner is Cole's father, she continues to see both men (she considers it a challenge); but has difficulty keeping track of their birthdays and likes and dislikes. The men eventually figure out what is going on, and show up at her door to confront her. Regine apologizes for the deception, and Cole orders her to choose between them. She picks Warner, causing Cole to have an on-air breakdown. Meanwhile, Overton, Max and Khadijah drive Kyle crazy when they invest money with his firm. He finally resigns as their broker, prompting one of his colleagues to thank him for the ""suckers."" Tag: Cole loses it on the air. Music: ""Theme from Sanford and Son,"" hummed by T.C. Carson

A cable repairwoman flirts with Kyle and asks him to visit a museum. Max pushes him to go out with her, claiming that they are not in an exclusive relationship. Although the woman turns out to be an airhead, Kyle stresses that he is tired of being involved with a woman who refuses to respect him or show him any affection. He breaks up with Max. Regine takes her friends to a Brian McKnight concert after getting free tickets from a co-worker. Kyle and Max get thrown out after they get into a shouting match and nearly come to blows. In the security offices, they look back on their relationship. Max claims that she only cares about food, shelter, her career and good sex. Kyle tries to offer her a ride home, but she refuses to give in. Russell learns that he is to be deported back to Jamaica. He enlists the help of the Flavor staff, who can save him by proving that he is an essential employee. Their pathetic display fails to fool the INS officer, but Synclaire comes to the rescue by claimin

Overton receives an unexpected visit from his beloved Uncle Tibby. He is not impressed with Synclaire, as he believes she is trying to ""get her hooks"" into Overton. He urges Overton to dump her immediately. Synclaire overhears this, and is deeply hurt. Overton assures her that he is not swayed by his uncle's opinion, and offers to prepare a special dinner to get Tibby to warm up to Synclaire. When Tibby continues to criticize her, Overton orders him to leave. He explains that he cannot go home, as his wife threw him out for offering his brutally honest opinion about her children's choir. He apologizes to Synclaire, and admits that the fact that she reminds him of his wife may have been to blame for his attitude. Overton and Synclaire urge him to call his wife and patch things up. Kyle reluctantly gives Max the expensive bracelet (engraved with the message, ""To Max, Always on my mind. Kyle"") he purchased before their break-up. She pawns it to buy fake crocodile skin boots, and taunts hi

Khadijah takes a second job as a night security guard at an old-folks home to pay for improvements in Flavor, which faces stiff competition from a copycat magazine called Savor. These worries are compounded when she learns that Scooter is dating another woman. Khadijah develops insomnia, and behaves extremely erratically. She follows her mother's advice and begins seeing a psychiatrist, Dr. Bryce. She shows up at the office in a wig because she fears that her friends would treat her like a mental patient if they knew about her session (which proves to be true). Dr. Bryce notes that Khadijah seems to put everyone else's needs ahead of her own, and believes that she is suffering from a mild form of depression. Even when Savor flops, Khadijah's mood does not improve. She admits that she has begun to think about all she has sacrificed for her magazine, and wonders if it is worth it. She agrees to continue to see Dr. Bryce, but the doctor first instructs her to take a one-week vacation. Syn

Max and Khadijah grow weary of Regine's spineless boyfriend, John, so they joke about sending him a letter from Regine asking him to set her free. Max follows through with the plan, and Regine is devastated when John breaks up with her. Max and Khadijah go to John's house to explain the joke and ask him to take Regine back. They also suggest that he stand up for himself occasionally, rather than letting Regine walk all over him. Before John can come to the apartment to make up with Regine, she brings home her new boyfriend Keith, an artist who was painting a mural at the television studio. John arrives with flowers to tell Regine that their relationship is over, and begins pursuing Max. (He believes she sent the letter because she wanted him for herself.) Kyle's new girlfriend, Kimberly, begins coming on to Overton every time they are left alone together. Kyle refuses to believe this, but Kimberly freely admits to it when he confronts her on the roof. Kyle orders her to leave, and a be

Kyle is devastated to learn that an historic jazz club, the Showboat, is to be demolished. All his friends chip in with his campaign to save the club. Kyle fantasizes about the club's heyday, with all of the characters assuming other roles. Kyle is a busboy with a dream of singing on stage; Max is Big Max, the sexist club owner who constantly comes on to him; Khadijah is Kay, the club's singer; Regine is Zelda Fitzsimmons, a diva who seems to be missing a few marbles; Synclaire is Claire, a no-nonsense bible thumper; and Overton is Hooch Jones, the moonshiner who wins her heart when she learns he is funding orphanage repairs. Big Max fires Kyle for refusing to sleep with her, but is forced to let him take the stage when Kay quits to pursue a film career. Before he can sing his first note, the police raid the club. After all efforts to save the Showboat prove fruitless, Kyle heads down to the club to say goodbye. He bribes the construction crew into allowing him a few moments alone. He

Max's college roommate, Shayla, comes to town for her wedding. Max is stunned to learn that Shayla's intended, Chris, is a woman. She is hurt that Shayla failed to disclose the fact that she is gay, particularly when she discovers that Khadijah had known the truth since college. Max behaves rudely at the bridal shower, prompting Shayla to confront her in the kitchen. When Max demands to know why she was shut out, Shayla confesses that she was in love with Max. Max announces that she will not attend the wedding, as she feels that their entire frienship was a lie. Khadijah disagrees, pointing out that Shayla hid her true feelings because she was afraid of losing Max's friendship. Max tracks Shayla down at the beauty parlor to apologize. Although she admits that she might have initially overreacted to the news, she wishes that Shayla had given her a chance to rise to the occasion. Meanwhile, Kyle refers Overton to his tailor, but soon fears that Overton has stolen his fashion ""look."" Tag:

Kyle receives a promotion, but becomes extremely disenchanted after realizing that he is no longer allowed any contact with clients; the entire job consists of attending meeting after meeting. When Kyle is asked to speak before a church youth group, a young man who has followed his career closely suggests that he use his creativity to make his job more interesting. Kyle proposes an intermediary position, in which he would be involved in middle management, yet still work with clients. He must take a pay cut, but feels it is worth it. Meanwhile, Max tests Regine's claim that she doesn't mind when Keith paints portraits of nude models by volunteering to pose. Regine finally admits her jealousy, and Keith agrees to work with her to put her mind at ease. Tag: Rev. Taylor tries to sneak out of Overton's lecture while kids sleep.

Max defends Jackson Turner, an environmentalist accused of murdering a CEO. He insists he was on a plane at the time the crime was committed, and Max locates a stewardess who remembers his snoring. Max and Jackson begin falling for each other. After he is cleared, they go to his cabin for the weekend. Max learns that the CEO died from the venom of a rare poisonous spider; Jackson could have killed him without being present. She jumps out the window, but later returns with Overton to confront Jackson. He insists he is innocent, and notices that a spider is missing. They realize that his assistant, Peignor, had access to the spiders. Synclaire, Regine and Kyle arrive to check on Max and Overton. Peignor emerges from the bathroom with a gun. Kyle and Overton jump him, but break the spiders' case. When Peignor tries to grab the gun, Max tosses a spider at him. Kyle and Overton carry him to the clinic. Max apologizes to Jackson, but decides he isn't right for her after he asks her to help t

Khadijah's estranged father asks her to keep an eye on her spoiled half-sister, Stephanie, while she is in town for a track meet. Khadijah asks Ivan to take her out and keep her out of trouble, but she slips away at a party and gets really drunk. She has a terrible hangover the morning of the finals. Khadijah forces her to get in the blocks, but she has to quit the race to go throw up. Khadijah can't understand why Stephanie would throw her opportunity away, but Stephanie explains that she is tired of being touted as a future Olympian; she would rather be a regular college student. Khadijah doesn't sympathize, pointing out that Stephanie at least has a father to pressure her. She is surprised to learn that their father always holds up Khadijah as a role model to her sister. Regine suspects that Max penned a letter to a magazine expressing concern about her habit of pushing men away (one in particular). She and Kyle pester Max about this, but she steadfastly denies it. Overton, however,