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: Nancy feels that the hysterectomy has adversely affected her sex drive. Shots of Nancy teaching a class at the art center are intercut with her being examined by Dr. Eilertson. She asks about diminished sex drive after a hysterectomy and he tells her it should be no problem. Later at a gallery she sees a younger male student who she'd noticed before in class (and who seemed to notice her.) At DAA, Miles chews out Angel and Hollis, upsetting them. Angel comes to Elliot's office to hide out. Elliot arrives home to find Nancy tired and testy. The always-perceptive Ethan notices the changes in his mother, too. Nancy sees the student again and has a fantasy about him. But back at home with Elliot, she tells him she has no desire to make love. At DAA, Angel begins to work on an important account with Elliot, and they both are enjoying it. Later Elliot stops by Nancy's class and she argues with him, accusing him of gawking at the nude young female model. Nancy talks with Dr. Silverma

While Ellyn and Billy are living together temporarily, an old girlfriend of Billy's arrives upon the scene, causing some problems.

Hopr volunteers at a shelter for the homeless and gets personally involved in the life of a woman and her daughter there. She accuses Michael of having lost his social conscience.

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

CAPSULE: Everyone gathers at the Steadman house for a New Year celebration. Gary and Melissa help Hope prepare for the night's New Year's Eve party. Ellyn is worried because she didn't invite Billy; Hope urges her to call him. Guest begin to arrive: Elliot with his kids (Nancy was too tired to come), Angel and Mark from DAA (plus Mark's wife Kate), Peter Montefiore with a woman friend Patsy and her daughter Melody, and Russell Weller. As the festivities start, Hope receives a phone call from her mother, informing her that an old friend from school died. Michael seeks her out, but Hope won't talk about it. Gary is frustrated that Susannah is snowbound in New York and leaves to ""get some air."" Elliot meanwhile is enjoying himself--and drinking quite a bit. Ethan and Melody, who is a couple of years older, are stuck together watching TV. Russell and Peter run into each other and the meeting is awkward, as neither has called the other after their previous involvement. Ellyn gives in and ca

As she prepare for a gallery exhibit devoted to her work, Melissa examines her past relationships with the men in her life and wonders why they have been such failures.

On a business trip to Baltimore, Elliot confronts issues with his mother and with his religious faith. Ethan too is wondering if religious faith can help his own mother.

Susannah returns for Gary's funeral. Melissa is an emotional wreck in the aftermath. She and Susannah come to terms with each other.

Michael's fortunes seem to be rising at DAA, but Elliot is more dissatisfied than ever and is ready to quit the job, leading to conflict between the two.

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

CAPSULE: The decision whether or not to circumcise the newborn Leo brings up larger questions: is he Jewish and what does that mean? Hope gives birth to her and Michael's new son Leo. After bringing the baby home, Michael tells Hope they must decide about a bris. Michael's mother Barbara arrives with her ""friend,"" Ben Titleman. Hope likes him, but Michael finds the situation of another man with his mother makes him uncomfortable. Before long both Ben and Melissa are asking about a mohel to perform the bris. Michael and Hope talk with Gary and Ellyn, respectively, about problems including the circumcision, which Michael is leaning toward and Hope against. That night when Michael brings up the subject, Hope wants him to explain it, why it's necessary and why he wants it done. Melissa drops by DAA with some pictures of Leo and some old relatives of the Steadman family. There's a surprise visitor, also: Rabbi Franklin, a mohel who assumes he is doing a job for Michael. He says Ben contacte

CAPSULE: Melissa starts a fledgling relationship with Miles. Ellyn and Jeffrey look for a new apartment. Melissa gets a job photographing five notable Philadelphians for a magazine. She's a bit apprehensive, though, when she finds out that one of her subjects is Miles Drentell. As an interviewer from the magazine questions an expansive Miles, Melissa does her job. After the session, Miles and Melissa talk and there seems to be some surprising attraction. He asks to see her portfolio--over dinner. Elsewhere, Ellyn and Richard are rushing around, late for work. To Ellyn's surprise, Jeffrey agrees to her suggestion that they find a new place to live together. Ellyn tells Michael she's not going out with Miles, but she does. At the restaurant things are awkward at first, but soon Melissa relaxes. She begins to talk about Michael and herself when they were younger, then catches herself. She tells him he's not what she expected. Later at DAA, Michael thinks that Miles let him take the rap fo

Amidst the celebration over the success of Nancy's cancer surgery, a terrible and unexpected tragedy strikes another member of the group.