CAPSULE: As Elliot grows more dissatisfied with DAA, Michael finds out something that could change everything about the company. Miles plans to take Michael to New York with him to meet with Bob Spano, head of Minnesota Brands, their largest client. In a meeting, Miles informs Elliot and Michael that a spokesman for another big account has been lost to another agency and he puts the blame squarely on Eliot. Later Michael ask Miles why he was so tough on Elliot. Miles picks up the phone and calls Elliot, giving him a perfunctory apology. In New York, Miles and Michael dine with Spano and Gus Hennesey from Minnesota Brands. The down-to-earth Spano finds Miles a little weird, but seems to like Michael. Later Gus calls Michael and sets up a private meeting. He tells Mike that Minnesota Brands is looking to expand into media. Elliot tells Nancy that his job has become a burden and that he's thinking of quitting after her ""second look"" surgery. Miles tells Michael that he thinks Elliot is di

CAPSULE: Michael's career is on the line as the hostile takeover attempt of DAA heats up. As Minnesota Brands plots its hostile takeover of DAA, Miles wants to take Michael with him to see Carol Arthur, the widow of former company partner Duncan Arthur who owns 27 1/2% of the stock. But Carol comes by the company, rather than have Miles set foot in her house. Michael decides to bring Mark in on the takeover secret. They realize that their failure in this matter could cost them both their careers. Hope worries that Michael may be crossing some ethical lines and turning into Miles. Michael is in Miles' office doing a bit of snooping when Miles and his secretary come in. He makes an excuse and then listens in as Miles places a phone call to Gabe Rivera, setting up an emergency appointment. Michael sends Elliot to spy on the Drentell/Rivera meeting. While on this mission, Elliot runs into Mark, who is doing the same thing. They find out Rivera's identity--he's Miles' dentist! Meanwhile Min

Elliot and Michael have a close encounter with disaster on an airplane. Hope's employer, the magazine Synergy, is being taken over and will curtain its environmental watchdog activities. At a dinner party, Hope gets irritated with Michael and Miles' date. Nancy is ready to take Elliot back.

CAPSULE: Ellyn takes steps toward starting an affair with Jeffrey Milgrom. Hope begins work on an environmental project. Ellyn and Hope's present-day relationship is compared to the one they had in high school. Flashback: At Lower Merion High School in 1970, Hope and Ellyn are sneaking a smoke. Ellyn tells Hope she's going off to New York with bad boy Mark McCreary. The two girls circulate a petition opposed to a dress code. Present Day: Hope talks with Ellyn, saying that she's quit the magazine Synergy and might be working on an anti-incinerator project. She doesn't tell her friend that she's pregnant. At the gym's pool, Ellyn is swimming and meets Jeffrey Milgrom, an acquaintance from the Steadmans' dinner party. He's Hope and Michael's lawyer and he works with his wife Valerie. Ellyn drops off a batch of material about the incinerator and tells Hope she's seen Jeffrey at the gym the past few days. They're meeting for lunch. Flashback: Ellyn and Hope protest the dress code and wal

CAPSULE: Michael crosses swords with the creative director at DAA. Hope gets more involved with her environmental project. At DAA, Michael and Elliot attend a ""war council"" on Minnesota Brands, a huge potential account who they've convinced to give their agency a try. DAA's creative director, Carl Draconis, doesn't even give them credit for this in a meeting about the account, however. Michael has a flashback to 1968. He tells his father he's running for vice-president at school. His father wonders why he isn't running for president instead. Back in the present, Michael comes up with a bold marketing strategy for Oh My Pies, a product of Minnesota Brands which has not been selling well. Draconis coldly shoots his idea down. But privately, Miles tells Michael to stay directly accessible to Minnesota Brands on this project. Meanwhile Hope is getting more involved in the anti-incinerator campaign, planning for a big meeting and finding office space for John Dunaway and his organization. M

Gary evaluates the fate of his academic career as he undergoes tenure review at the college. Ellyn learns her building is going co-op, leaving her to decide whether to buy her apartment.

CAPSULE: Nancy's and Elliot move closer to a reconciliation, to the disapproval of her visiting mother Eleanor. Elliot and Nancy are spending an evening at Michael and Hope's talking about Nancy's upcoming book. Nancy says her mother Eleanor, who is coming for a visit, is OK with her but still can make her crazy. When Nancy and Elliot leave, they kiss goodbye like a dating couple. When Eleanor arrives, she asks about Matt, but Nancy mentions that Elliot has been ""around."" Later Elliot has dinner with Nancy, Eleanor and the kids. Eleanor makes it clear she doesn't approve of Elliot or his marketing idea for a ""monster doll"" book tie-in. Later that night Eleanor refuses to go to bed and leave Nancy and Elliot alone, so he leaves and sneaks back in Nancy's bedroom window. Still later, Elliot is downstairs raiding the refrigerator when he runs into Eleanor. Nancy admits to her mother that she's seeing Elliot again. Eleanor still isn't ready to forgive him. She surprises Nancy by telling he

CAPSULE: Ellyn and Melissa try using a video dating service. Melissa is unexpectedly attracted to a younger man she meets. Ethan must kiss a girl in the school play. Ellyn and Melissa are talking about using a video dating service, and despite the misgivings of others, they go in and give interviews at the service. They go through the books of available guys and find a cute one, William, whose profile and interview they like. Melissa is afraid to ask for his number, though; she'll wait, hoping he will contact her. Later when they return to the service, Melissa is dismayed to find that the list of guys interested in Ellyn is much longer than hers, and it includes William. Meanwhile, a good-looking young man named Lee Owens has come to paint Melissa's loft. He's spending a lot of time there, and there seems to be an attraction between the two. Also, Ethan is upset about having to learn to dance for the school production of ""Cinderella"" he's starring in. Even worse, he's supposed to kiss

CAPSULE: Susannah and Gary become new parents after a difficult delivery. Melissa has a hard time accepting Gary's new status. In a story told in reverse, the opening scene has Susannah in the hospital having a difficult delivery. Gary is there with her. We see earlier scenes of Susannah in pain, getting nauseous and being a little abusive to Gary. Gary calls Melissa but gets her machine. Michael is at the hospital with Gary. The doctor checks the dilating Susannah and sends Gary out. Still going backwards: The labor starts getting difficult. Gary calls and leaves a message for Melissa, apologizing for what happened earlier. Melissa is listening but doesn't pick up. Gary gets ready for the hospital as contractions are starting. Earlier, Melissa is at his outside his house. She's brought a present for them--a car, albeit an old junker. Melissa argues with Gary, saying he hasn't given her a thought lately, and she stalks off angrily. Back to the wedding shower: Susannah is looking a litt

CAPSULE: Nancy, family and friends deal with the aftermath of her cancer surgery. Nancy has come out of surgery and Elliot calls the Steadman house to tell Hope and Ethan the news--she's OK. Hope tells a stunned Melissa that Nancy had the operation. Nancy's mom Eleanor is there at the hospital, and soon her sister Deb arrives too. They're both glad to see Deb, who is a nurse, but a little of the familiar mother/daughter tension surfaces immediately. Ellyn comes by to see Nancy bearing a gift of banana bread (a running joke in this episode.) She appears to be extremely uncomfortable. Nancy comes home, to the delight of her children. Eleanor and Deb take up temporary residence at the Weston house and Ethan and Brittany go to stay with the Steadmans for a while. Nancy misses her kids, though, and wants to get back to a semblance of normality. Elliot is very solicitous, though, and wants her to take things very easily. Gary, Melissa, Hope and Michael discuss Nancy's condition. Nancy had a

CAPSULE: Ellyn restarts her affair with Richard, this time in earnest. Ellyn seems to be putting her flirtation with Jeffrey behind her, as she talks with Melissa about men and has a blind date with Billy Sidel arranged by Hope and Michael. Bur while leaving the gym one day there's a knock on her car window--and it's Jeffrey, who is willing to start the whole affair over again. She leaves him there, but later at home is thinking about him. Jeffrey calls and leaves a message for her to meet him tomorrow at a park. The next day Ellyn is there waiting in a torrential rainstorm, but before Richard arrives who should appear on the scene but Gary. Barely having avoided being seen, Ellyn lets Richard kiss her. At the sauna Ellyn and Melissa talk about the blind date. Ellyn reveals she's about to start up with Richard again, though she knows it could be trouble. Melissa tells her to do what she thinks is good for her. Ellyn and Jeffrey meet for dinner and he tells her some of his marital histo

CAPSULE: Richard leaves his wife and takes his daughter and moves in with Ellyn. This new instant family experiences some rough times right away. Richard and Ellyn meet for a noontime rendezvous. It's been five weeks since he said he would leave his wife for her, but he promises today will be the day. At the Steadman house the talk is of their will. Melissa is supposed to be the new baby's godmother and is worried about what that entails. Valerie comes over with some paperwork concerning the will. She breaks down and cries, telling everyone that Richard has left her. She angrily blames Ellyn for selfishly ruining their family. Richard, Ellyn and his daughter Christy (Valerie's stepdaughter) check into a hotel room and awkwardly try to sort out living arrangements. Among the other women, the news about Ellyn is a hot topic. Ellyn's therapist asks her about her relationship with Christy--her presence has kept Ellyn and Richard from having sex for six and a half days. Ellyn gives Christy

CAPSULE: While in Washington, DC about a possible job, Hope almost cheats on Michael with John Dunaway. While Michael has gotten a big raise almost doubling his salary and lots of perks with his new job, Hope is disenheartened when the incinerator plan passes the city council after she made a presentation against it. Later she calls John Dunaway, looking for other ways to fight the incinerator and arranges a lunch meeting with him. At lunch she asks about a court challenge, but John is doubtful. At DAA Elliot tells Mike he should ask for a raise; Michael doesn't tell him he's already got it. That night in bed, Hope is kissing Michael, but momentarily imagines him as John. The next day John calls Hope with the news of a possible press relations job with an environmental organization in Washington, DC. When she senses Michael's lack of enthusiasm about the possibility they argue, she telling him that she always accommodates to his career. When Hope tells Ellyn and Nancy about going to Wa

CAPSULE: Michael and Hope's relationship is deteriorating as they gather to attend her parents' anniversary celebration. Hope informs Michael they need to attend her parents' 40th wedding anniversary celebration in Arizona, but Michael says he needs to stay home for a while to attend to work. John Dunaway is in town and Hope invites him to stay at their house in her absence. Michael attends a dinner party at Melissa's where the guests joke about Hope having the hots for John. Michael returns home to find John looking very comfortable, seated in front of the fireplace with Grendel the dog at his feet. Michael immediately books the next flight to Phoenix. When Michael arrive earlier than expected in Arizona, it doesn't take long before festering tensions between him and Hope rise to the surface. She accuses him of working too much and ""checking out"" on his family. She tells him he's not proud of her for the things he should be, such as her work as a mother and with the ERC. Michael sneer

Sensing baby Janey's decreasing dependency on her, depressed Hope decides to go back to work.

Elliot and Nancy seek professional help for their troubled marriage; Michael finds it hard to keep it a secret.

Elliot temporarily moves in with Michael and Hope after separating from Nancy.

Ellyn and Woodman's weekend is ruined when they are forced to babysit Janey.

CAPSULE: Melissa must come to terms with the problems she has over the age difference with Lee. Their relationship is paralleled by a new one between Russell Weller and Peter Montefiore. Russell drops by Melissa's place and is surprised to find Lee there wearing a towel. Melissa takes Russell to DAA, where he meets Peter Montefiore. Melissa encourages Michael to talk up Peter to Russell; Michael didn't realize before that Peter was gay. Later Lee and Melissa are still in the throes of passion when he has to leave. Lee wonders why she never introduces him to her friends. Melissa tells him that they will go have dinner at the Steadmans soon. Mel photographs Russell painting. She's nervous about her friends meeting Lee and he's nervous about seeing Peter again. Melissa deliberately passes up a locksmith where she was going to get a key made for Lee. Melissa and Lee arrive at the Steadmans. She imagines all sorts of bad things even though everyone likes her new boyfriend. Peter and Russell

CAPSULE: Elliot reunites with his family, but Ethan is still full of anxiety which manifests itself as fear for his safety. Elliot moves back in his house with his wife and children on a busy morning as Thanksgiving is approaching. Ethan tries to get out of going to school. He's being a bit of a discipline problem, complaining that no one listens to him. He walks to school with his friend Nicholas and they talk about a recent spate of robberies that have occurred in the area. Nancy is at her mother Eleanor's new place. She's moved to the area from Indiana, and Nancy hopes she will come by for the holiday celebration. Elliot and Nancy are happy the family is back together, but at night, Ethan listens warily to the police sirens. Ethan asks his grandmother if his grandfather ever left her. She admits that he did, but came back. Nancy tells Hope and Melissa that Ethan has been obsessed with the recent robberies. Elliot tries to help Ethan with his reading; he balks at the help and then ru

CAPSULE: Gary's decision to quit teaching and stay at home with his new baby causes a conflict between him and his mother. Gary and Susannah's new baby Emma cries for twelve hours and they can't figure out why. In the morning Susannah is reluctant to go to work, but Gary insists. She finds out there that the nearby homeless shelter might be closed to make way for condos, which gets her fighting spirit up. Gary's mother Eileen comes by while Hope is there and mistakenly thinks she is Susannah. After Susannah comes home late and the baby is put to bed, Gary tells his mother he's not going back to teaching; rather, he's going to be a househusband. His mother's reaction is simply, ""Oh."" During the next day or two, however, Eileen makes it clear that she's not thrilled with Gary's decision to quit teaching. They argue about his deceased father, who wanted badly for him to go to law school. Eileen tells Gary that he's avoided every big decision he ever had to make and should concentrate on g

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Before a deadline, Michael and Elliot wrestle with a creativity block; Ellyn develops a crush on an associate.

Michael and Hope argue about whether their infant's first holiday should be Christmas or Hanukkah. A famous photographer shows interest in Melissa's work.

Michael's jealousy is aroused when an important client make it clear he prefers Elliot. Meanwhile, Hope and Nancy try to come to terms with computers.