It happened one night, nearly a decade ago. Or so says John, who recalls a visit he made to the bus station in 1987, when he first encountered Catherine and had a profound impact on his current friends.

Dexter accompanies John on a visit to his boyhood home in Chicago -- where John learns his departed father never departed. Meanwhile, Hampton gets flowers from his male doctor.

John tells Catherine that she would love him if she could forget about their past together. Later, he logs onto an computer on-line service as ""Fitzgerald"" and types flirtatious messages to a user named ""Ella."" The two seem perfect for each other and arrange a date -- only to discover that ""Ella"" is of course Catherine. Meanwhile, Dexter tries to convince filmmaker Spike Lee to let him cater the meals for Spike and his film crew while they are in St. Louis. When the overzealous Dexter accidentally injures Spike, who ends up in the hospital, the film company hires Dexter to impersonate Spike in the film until he recovers. Also, John represents Mahalia during a deposition with an opposing lawyer in her custody battle for her children but does more damage than good, while Mahalia almost ruins her case by dating the lawyer.

Is it destiny that hooks up John with a pretty yoga instructor for a health spa vacation that he planned with Catherine? If so, why is Catherine on their train? Alone at first, Catherine meets her former high school boyfriend, Todd; and John, who has dumped the annoying Penelope, now does everything he can to keep Catherine from reuniting with Todd.

John gives Catherine dancing lessons, but she won't let him lead; Mahalia and Carly gives Eggers a makeover to prepare her for a date; Dexter and Gene run the Raincheck Room for a night while arguing about who's in charge; Hampton challenges himself to survive an entire work shift without eating a donut; and the elephant recently seen marauding around the city makes its nocturnal home in the bus station.

John eagerly accepts when Catherine asks him to father her child, but it's a problematic plan. Meanwhile, Dexter is a housemate in a project similar to MTV's The Real World, a reality-based television show called ""Reality House."" He moves into a rent-free loft with six roommates that he has never met, and their actions are all recorded by an ever-present camera crew. However, Dexter violates the group's cardinal rule --always be ""real"" -- by repeatedly advertising his lunch counter.

Now that they're both free and clear, Carly and John agree to a date, but advice from Dexter keeps them apart -- at first. Later on, nothing can. No longer a bum, Oscar opens a shoeshine stand in the bus station. Unfortunately, no one is brave enough to sit under the giant shoe sign hanging menacingly overhead. Meanwhile, John's landlord, Mr. Soulaymanulo comes to the station to berate John for causing a high electricity bill with his electric car. Mr. Soulaymanulo and Mahalia are immediately attracted and begin dating. Later, John gets a huge rebate from the government for driving the electric car, and he pays his landlord extra. When John announces that he and Carly are getting married, everyone expects that some sort of disaster will prevent it. At the wedding, Hampton accidentally reveals that he is a homosexual. Then, after John and Carly exchange vows, Catherine arrives and tells Dexter that she is pregnant with John's child...

After he discovers a collection of short stories he wrote as a young man, earnest John Hemingway enters a writing contest that could send him to Paris, and Catherine hints that she'd like to accompany him. Unfortunately, the story is from John's alcoholic period, and he actually may not have written it: acerbic newspaper chief editor Otto Friedling accuses John of plagiarizing Ernest Hemingway. In a black-and-white fantasy sequence, John's autobiographical story comes to life, with the fantasy John Hemingway (Miller) a would-be writer for whose love both Catherine and Carly vie.

Catherine accepts a date with a stranger -- who thinks she's plying Carly's former trade. Meanwhile, the crew from TV's ""Cops"" rides with Hampton and Eggers, and Dexter is mistaken for a bank robber.

Dexter joins John for a writing class, where another student entrances John -- until she writes a cruel character study of him. Meanwhile, Dexter's bizarre piece of fiction is popular with the class, and John forgets a favor he promised Mahalia -- who finds herself one of three women who shows up at a rage management seminar harboring resentment towards John. Catherine is upset because she ended her relationship with John; Carly is angry that he rejected her; and Mahalia is mad because he sometimes acts like her divorced husband.

Mahalia starts a second career selling real estate, and Carly's millionaire boyfriend Karl is one of her first clients, buying a fabulous house and allowing John live there for free while Karl is traveling. When Carly helps John decorate the house, they consider acting on their romantic feelings for each other -- until a frighteningly jealous Catherine almost burns down the building accidentally.

On his ""lucky day,"" John attends the wedding of Mahali'a ex and bets Catherine's IRS payment money on a horse instead of depositing it in her bank -- just the beginning of a scenario in which he ends up in hospital. John wins, but the guy who brokers the bet; Norm steals the money and flees. John must take Dexter and Gene to find the formidable Norm at a sleazy downtown bar and get the money back before Catherine finds out. Meanwhile, Mahalia is furious when she learns that her shiftless ex-husband is marrying a sophisticated woman. She vents her anger in a letter to him, but the letter gets delivered to the wrong man.

When Eggers consults a plastic surgeon for a breast reduction, John considers a nip-and-tuck when he fears he looks older than his 45 years.

John reconciles with Catherine, who takes on a new enterprise by buying the bus bar from Carly and turning it into a jazz club; the entire crew switches to the day shift; and Eggers introduces her beloved dog -- which turns out to be a wild wolf.

After a burglary in the apartment building where John and Catherine live, he seizes the chance to play on her vulnerability; Dexter's mom and Cathy's beau have something in common. Catherine is very scared when a thief breaks into the building she lives in. John exaggerates the danger, figuring that if she's frightened she'll want him around. Meanwhile, Carly introduces everybody at the terminal to her millionaire boyfriend, Karl. To Dexter's dismay, his visiting mother recognizes Karl from when she worked as his nanny.

John assures Mahalia that he'll talk to her younger sister Venus about her overly seductive behavior and reckless living. But a case of mistaken identity causes him to end up in the bedroom with the alluring Venus instead. Meanwhile, Gene reluctantly agrees to make his professional boxing debut as the ""Jolting Janitor,"" fighting against Tyrone Brisco, with Dexter as his manager.

After John writes a scathing negative newspaper review of performance artist Amanda Cox, she professes respect for his critical opinion and seductively lures him to her loft -- where she exacts her revenge with an unforgettable show involving John and a concealed live audience. Unfortunately, Catherine and her mother, Louise Merrick are part of that audience. John vows revenge with some trickery of his own but is again humiliated. Meanwhile, Catherine bribes her friends at the bus terminal to exaggerate her status to make her mother proud; and Hampton practices being a Buckingham Palace guard.

John reluctantly agrees to help Carly's rich, moronic boyfriend Karl campaign for the state senate, but after learning that Karl wants Carly only as a showpiece, John decides to run himself and saves Carly from a loveless marriage by purposefully losing a key debate.

John's daughter and son hit town at the same time, and John decides to tell each of them about the other's existence. John's children by different mothers, Rachel and Tony, each unaware that the other exists, meet at the bus terminal. Rachel is in town for a memorial concert by the band Grateful Dead, and Tony has ended his studies at Yale University, although he claims he's on vacation. Not knowing that they're related, they become attracted to each other. When they go on a date, John panics and tries to find them before they become physically involved. Meanwhile, Mahalia persistently tries to seduce an attractive traveler, despite his protests that he is not available. Feeling guilty, she goes to confession at church and finds out he's a priest.

A parody of Sunset Boulevard, with Betty White as the Norma Desmond of TV who has written ""Golden Girls: The Musical"" and entices John into rewriting it, with Catherine as lyricist, and staging it in the bus terminal (with John press ganged into the role of Dorothy when Catherine mysteriously goes missing).

Mahalia accidentally gets the byline for John's article on racial equality, but when the piece wins a prize of an electric car, John happily assumes the role of ""Mr. Sanchez,"" a ""light-skinned"" Hispanic. Continuing the charade, John tries to impress a sexy Basque activist and ends up leading a radical Basque political group. Upset that John is capitalizing on the troubles of a minority group for glory and romance, Mahalia gets revenge by conspiring with the Basques to fool him into appearing as Abraham Lincoln in her son's school play. Meanwhile, when Gene asks Dexter to be his infant son's godfather, Dexter realizes that he was never baptized. Fearing that he will go to hell when he dies, Dexter convinces a street preacher to baptize him. Unfortunately, the marauding elephant scares the preacher away and sprays Dexter with holy water -- which he interprets as a sign from God.

Fancying himself a newspaperman, John gets an apprenticeship as an intern at a major St. Louis daily, where he thinks he's stumbled upon a murder -- the mysterious death of the paper's published -- which John concludes was committed by his boss. During their sleuthing for clues, John and Catherine ascend in a hot-air balloon flown by a man named Charlie.

John makes a bad impression upon meeting his favorite author Jackson Bishop, but Dexter's friendship with the writer leads to a second chance for John -- and a second faux pas when he succumbs to a seductive model who, unbeknownst to John, is Jackson's wife.

John finally proposes to Catherine, she accepts, and everyone shows up for the wedding -- except the bride and groom. John accepts Carly's eager proposition to come home with her for the evening. But he disappoints Carly by proclaiming that he still loves Catherine. Mahalia advises John to call a psychiatrist, but after John reveals his deepest feelings--and his identity--he's mortified to realize that he's talking to radio psychiatrist, Dr. Frasier Crane live on the air. Determined to win Catherine back, John asks Catherine to marry him. Meanwhile, the St. Louis, Missouri Crossroads Bus Terminal begins closing at midnight.