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

CAPSULE: Melissa must deal with her aging grandmother who wants her to take over her business. Melissa is preparing to go to her parents for a birthday dinner for herself, her mother Elaine and her beloved grandmother Rose, or Nana, who has runs a dress store for fifty-five years. Elaine thinks her mom needs to move in with her and her husband Murray, but Melissa thinks her mom treats Nana ""like Grandma Moses"", even though she has congestive heart failure! Ellyn, who is therapy now, comes to Melissa with a job offer from City Hall and Melissa takes it, even though she's quite busy. At her parents house, Melissa is taking a family portrait with a couple of other aunts included when Nana has a vivid flashback of a young girl skating. Her behavior worries the others, and they call a doctor. Soon, though, Nana is back at work, critiquing customers, when she has a pain attack. She asks Melissa not to call Elaine, but she does call her, along with a doctor. Nana also has another flashback of

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.

Things get complicated between Elliot and Nancy as they moved toward finalizing their divorce. They both try to establish new relationships. Scenes of Elliot and Nancy's courtship are intercut with the present-day divorce preparations. Elliot has to get cash advances on his salary from an unhappy Michael. Nancy, using the last name Krieger, calls editor Jack Bronstein about her book. He's enthusiastic but says he can't recommend it yet--the story's a ""little weak."" Meanwhile Elliot's lawyer Adrian tries to talk business with him at a restaurant, but he's more interested in coming on to her. She declines to go out with him. Nancy is working at an office job, and a younger employee there, Terry O'Neil, seems to like her. Later when she and Jack are at her house working on the book, he kisses her. Nancy tells Melissa she's been carrying around her diaphragm! Later, Nancy has a physical encounter with Terry.

Melissa gets a job working with Carly Simon. Michael and Elliot face losing their business. Melissa is excited--Russell has shown some of her work around and he might be able to get her the job of shooting Carly Simon's next album cover! When he calls to confirm the good news, Ellyn is with her. Russell also tells her they're going to be a party for Carly and she can invite all the friends she wants. Melissa hides that last bit of information from Ellyn. Meanwhile Michael and Elliot are worried about their biggest account, Motherland Dairies, which has been sold and may drop them. The Michael & Elliot company plays Miles Drentell's DAA ad agency in basketball and loses. Mike relives the game in his imagination, making the winning layup. Later Michael and Elliot meet with the new owners of Motherland, who let them go. Mike is sure this is the end of their company, but Elliot still thinks there is hope. Russell and Melissa are at the Steadman's house.

CAPSULE: Nancy pursues her relationship with Matt, but Elliot makes a concerted effort to win her back. Elliot returns the kids to Nancy and has an awkward meeting with her new boyfriend Matt Enwright. At work Elliot and Angel are working closely pitching ideas. Mike asks if there is anything between the two but Elliot says they are just friends. Nancy excitedly gives the big news to Melissa, Ellyn and Hope: her book is going to be published! When Elliot comes by later to see Nancy, she tells him also. He's happy for her, but tells her he misses her and wishes they could get back together. Nancy doesn't know how to respond, but says she still doesn't trust him. Matt makes a date for dinner at Nancy's, but she makes it clear there will be no sex in her house. At DAA, Angel asks Michael about Elliot and Nancy's status. Michael discourages her from going out with him. Elliot tells Mike he's going to confess his affair with Cheryl Eastman to Nancy. Mike thinks it's a bad idea. At Nancy's,

CAPSULE: Hope is writing an article that could affect Susannah's Race St. Project, driving a wedge between her and Gary. Gary and Susannah are proceeding with preparations for parenthood. Melissa doesn't care for Susannah at all and thinks the relationship won't be permanent. Meanwhile, Hope gets a nibble from the Philadelphia Inquirer about doing a story on the Race St. Project. After talking to Rosie at Race St., Hope goes to City Hall to see what Ellyn, fresh from her breakup with Woodman, has to say about the organization. After a few questions about the government's relations with Race St., Ellyn gets a little circumspect, then asks Hope to turn off her tape recorder for the rest of the conversation. Hope tells Michael about irregularities with grant money received by Race St. When Michael tells Gary about this, he's sure Hope and Ellyn must be mistaken. But when he talks to Rosie, she tells him some of the allegations are just practical things that a place like Race St. has to do

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: Michael is given more responsibility at DAA, causing friction between him and Elliot. Hope also has to take some responsibility with the anti-incinerator campaign. Michael and Eliot are excited: Miles loved their ideas for the Snap Happy/Oh My account and DAA will make a commercial to show to a focus group. In a very public way, Miles upbraids Carl Draconis for shooting down the guys' ideas. The next day, Michael and Elliot are stunned to find that Draconis has ""left"" the company ""to pursue other interests."" Miles tells Michael he will be the creative director on the account, and depending on his performance with it, he could be offered Carl's job as the agency's creative director. Michael inherits Carl's office and his assistant Page, who he and Elliot formerly referred to as the ""dragon lady."" Meanwhile, Hope goes with John Dunaway and Ricky Bianca to see a congressman to enlist his opposition to the incinerator, but they receive no encouragement. Elliot asks Michael if he c

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.

As Christmas and Hanukkah near, Hope suffers a minor injury and an unknown illness. Michael has a crisis of faith and imagines his life as a 1960's TV sitcom. Michael and Hope are negotiating over Christmas/Hanukkah celebrations. Mike starts watching TV and sees himself in an old black & white TV sitcom, with the Westons interrupting his plans to be with Hope. The next day at work, Elliot tells Mike he seems distracted. Michael gets a phone call--Hope has been in an accident with Janey. Rushing to the hospital, he finds Janey unhurt and Hope looking tired with some contusions on her face, but otherwise apparently OK. Mike watches the TV show again, this time with Santa in it. He drives Melissa to the synagogue and she encourages him to come on Friday. Michael returns home with a tree and finds Hope getting ill in the bathroom. He tells her to go to the doctor about the dizzy spells she's been having. Another flash to the TV show: Hope is missing on a wintry night.