Season 3

35 :03x01 - Cazsh Dummy Spillionaires

Dave and Alex start dating again, telling everyone they're keeping it "cazsh." When an unfortunate accident lands Penny in a full body cast, Max nurses her back to health. But after he meets her hot physical therapist, he starts "misery-ing" her so her fast recovery won't put the brakes on his new crush; and Brad has a secret about his new unemployed status that he's trying to keep from Jane.

Source: ABC
Guest Stars: Brian Austin Green as Chris | Matthew Del Negro as Kent |
Co-Guest Stars: Branton Box as Julian | Laura Chinn as Karissa | Ben Begley as Co-Worker 1 | Eugene Cordero as Co-Worker 2 | Will McLaughlin as Co-Worker 3 |
Uncredited: Hunter Stiegbl as Brad's Assistant | Ross MacKenzie as Brad's Boss
Director: Fred Goss

36 :03x02 - Sabado Free-Gante

Dave and Alex go apartment hunting, but their inability to commit to a place puts their real estate agent to the ultimate test. Meanwhile, Jane takes negotiations to crazy levels when she helps Penny shop for a car; and professional freeloader Max shows a cash-strapped Brad how to spend the perfect Saturday in Chicago with no money at all.

Source: ABC
Guest Stars: Rachael Harris as Suzanne | Rob Corddry as Car Czar | Robert Bagnell as Guy |
Co-Guest Stars: Kyle Silverstein as Martin (as Kyle Red Silverstein) | James Eason as Paul | Jesse Mackey as Man | Brandon Molale as Brandon | Nick Mundy as Man #3 | Pam Murphy (2) as Woman | Ervin Ross as Man #2 | Karthik Srinivasan as Bank Guy

37 :03x03 - Boyz II Menorah

Max has been working the Bar Mitzvah circuit as the professional "hype guy" -- emceeing, getting the crowd excited and up and dancing. Penny convinces Brad to give it a try and partner up with Max, but when Brad turns out to be quite good, a little jealousy and tension begins to brew between the duo. Meanwhile, Jane encourages Dave and Alex to make a concerted effort not to take their relationship for granted this time around, but each of their separate attempts at romantic gestures seem to go right over the other's head.

Source: ABC
Guest Stars: Paxton Anderson as Jake Umansky | Brandon Klopot as Kid | Chris William Martin as Officer Sommers | Lauren Howard Brown as Server
Director: Eric Appel

38 :03x04 - More Like Stanksgiving

Alex and Dave host Thanksgiving dinner at their new place, and Dave gets a little sidetracked by his desire to share his heritage with his friends and give them a real Navajo Thanksgiving. Meanwhile, Max gets his hands on a copy of the lost season of "The Real World" that he and Brad were on. The whole gang sits down and takes a walk down memory lane to when and how they all met 10 years ago -- but also gain some added insight on things they weren't aware of.

Source: ABC
Guest Stars: Kelly Connell as Pilgrim Man | Amanda Carlin as Pilgrim Woman |
Co-Guest Stars: Marc Evan Jackson as Fishmonger | Chris Marrs as Guy |
Uncredited: Georgia Cook as Little Girl | Katie Silverman as Young Penny

39 :03x05 - P&P Romance Factory

Penny meets a terrific new guy, Pete, but her frantic attempt to hide the fact that she's wearing a prescription helmet because of her concussion really limits their potential romance; Jane, as always, tries too hard to break into the "boys' club" at the car dealership and enlists Brad to be her "trophy wife"; and Max and Dave's fist bump issues bring back painful childhood memories.

Source: ABC
Guest Stars: Nick Zano as Pete | Rob Corddry as Car Czar | Jon Daly as Brody | Robert Bagnell as Guy |
Co-Guest Stars: Brady Ellis as Jimmy Nichols | Chelsey Crisp as Candice | Kaden Hetherington as Young Max | Patrick O'Sullivan as Ted | Jason Weissbrod as Random Guy
Writer: Erik Sommers

40 :03x06 - To Serb with Love

Jane and Alex's parents plan a huge party to celebrate the 20th anniversary of the family mattress business. Jane struggles for a joke to make her humorless dad laugh for her toast, while Alex quietly informs Dave that she hasn't told her mom and dad that they're back together. Max, feeling left out now that Penny's relationship with Pete is going so well, looks for a new BFF to replace her.

Source: ABC
Guest Stars: Nick Zano as Pete | Christopher McDonald as Mr. Kerkovich | Julie Hagerty as Mrs. Kerkovich |
Co-Guest Stars: Kulap Vilaysack as Nicole | Matthew Nicklaw as Jimmy

41 :03x07 - No-Ho-Ho

Nothing says the holidays like exposing a big lie! The gang is shocked to discover that Jane is really a Christmas baby and has been lying about her birthday this whole time because she hated being overshadowed by the holiday. So the group makes an extra special effort to throw her a Christmas-free birthday celebration -- but will the holiday spirit prove to be too strong to fight?

Source: ABC
Guest Stars: Andrew Friedman as Andrew | Nick Zano as Pete |
Co-Guest Stars: Janell Winkler as Store Owner | Kenzo Lee as Waiter |
Uncredited: E.J. Callahan as Mr. Olsen | Jason Berger as News anchor / Radio DJ

42 :03x08 - Fowl Play/Date

When Brad and Penny try to glue together a broken memento of Alex's, they accidentally kill her pet; Jane and Dave try to find someone for Max.

Source: ABC
Guest Stars: Tom Christensen as Jamie | Justin Baldoni as Marcus
Director: Rob Greenberg

43 :03x09 - Ordinary Extraordinary Love

When a hot young pop star stops in and buys a dress at Alex's store, Penny helps Alex turns it into a press opportunity... but not all publicity is necessarily good publicity. Meanwhile, Max is having an identity crisis, so Jane and Derrick take him on a tour of Chicago's themed gay bars to help him find his niche, and Brad and Dave try to be "men" and fix things around the house.

Source: ABC
Guest Stars: Laura Catalina Ortiz as Winne McCray | Stephen Guarino as Derrick | Andy Shephard as Kyle | Julie Goldman as Bar patron | Jon Barinholtz as Cute Guy | Chris Arvan as guy | Tom Segura as Paparazzo | Zale Kessler as Walrus Guy
Writer: Daniel Chun

44 :03x10 - Kickball 2: The Kickening

Alex signs up the gang to participate in the Northside Kickball Classic tournament. However, self-appointed manager Max has difficulty bringing his players up to scratch - Dave has a history of freezing at crucial moments after an unfortunate incident during a previous game, Penny uses the tournament as an opportunity to meet good-looking guys and refuses to put on appropriate footwear, while Jane abandons her friends altogether and started playing for another team.

Source: E4
Guest Stars: Isabella Cramp as Young Alex | Billy Merritt as Umpire | Seth Morris as Scotty | Scott Prendergast as Green Monkey | Matt Walsh as Duckie | Bergen Williams as Dragga | Lance Briggs as Himself | Daisy Stoneman as Young Jane
Director: Gail Lerner

45 :03x11 - The Ex Factor

When Ryan, Jane's ex, comes to town for a visit, Brad is surprised to learn that Ryan is a woman. Meanwhile Max gets a super cool new roommate, Chase, who immediately upgrades the apartment with expensive furniture and gadgets. The gang is in awe, but when Chase suddenly disappears, they start snooping into his private life.

Source: ABC
Guest Stars: Mark-Paul Gosselaar as Chase | Briga Heelan as Ryan | Nick Zano as Pete | Aalok Mehta as Andrew | Marissa Strickland as Jenny | Nosheen Phoenix as Melissa | Ashley Wood (2) as Veronica
Director: Fred Goss

46 :03x12 - The Marry Prankster

When the gang pranks Max into thinking he won a big lotto jackpot, he vows revenge when they least suspect it. Everyone dreads what might happen next; Alex decides to cut a deal with Max to avoid payback . . . while Max's plotting gets in the way of the big event Penny's been waiting for, a proposal from Pete. Meanwhile, Brad gets a new job as a CFO, but Jane is not amused when she learns the title is Chief Fun Officer and that Brad is working at a kids' gym.

Source: ABC
Guest Stars: Nick Zano as Pete | Robert Picardo as Mr. Logan

47 :03x13 - Our Best Friend's Wedding

When newly-engaged Penny learns that Pete wants to elope, would-be wedding coordinator Jane takes the lovebirds and the rest of the gang to a wedding expo in hopes that Pete will change his mind. Meanwhile, Max and Brad are stuck with a "couples" pass and end up in the gay wedding part of the expo, and Alex and Dave are forced to deal with their own unresolved wedding issues.

Source: ABC
Guest Stars: Nick Zano as Pete | Jeff Howard (1) as Clay | Edward Kinlry-Ostro as Manny Petty | Erin Pineda as Marcy
Director: Rob Greenberg

48 :03x14 - In The Heat Of The Noche

Brad uses his skills, plus help from the gang, to prop up Chuckles and Huggs after the gym's loopy owner, Terry (guest star David Alan Grier), tells him it may be closing. Meanwhile, Penny and Max try to break the habit of texting the men in their lives (Pete/the new guy Max is dating). They turn to NocheTussin, a black market cough medicine, to help them sleep when they'd normally be texting

Source: ABC
Guest Stars: David Alan Grier as Terry | Nick Zano as Pete | Brody Moller as Cody | Meredith Roberts as Gillian | Bruno Amato as repo man 1 | Sean Bass as Roland | Andrew Donnelly as Stuart
Director: Josh Bycel

49 :03x15 - The Straight Dope

Max meets a cute girl who is a season tickets holder for the Bulls, leaving him no choice but to pretend to be straight, of course! Meanwhile, Alex is tired of everyone dismissing her as the dimwitted blonde, so she becomes well read to prove them wrong. However her newfound knowledge completely throws the whole group dynamic off and no one likes it

Source: ABC
Guest Stars: Abby Elliott as Katie | Stephen Guarino as Derrick | Nate Shelkey as Larry |
Co-Guest Stars: Nadege August as Leslie Gruff | Nichole Bunch as Waitress | Chad Fogland as Geoff Klein | Cohl Kenneth Klop as Scalper | Isabella Williams as Baby Justice
Director: Steven Sprung

50 :03x16 - The Incident

When Max tries out Jane and Alex's long-time hairdresser, Krisjahn, he gets some good salon gossip on the girls, but his loose lips may cause World War III between the Kerkovitch sisters. Meanwhile, the Steak Me Home truck is stolen and Dave and Penny try to figure out whodunit -- but are perplexed by what they find when they finally locate the thief

Source: ABC
Guest Stars: RuPaul as KrisJahn (as RuPaul Charles) | John Gemberling as Thief | Fred Stoller as Gary |
Co-Guest Stars: Irene Roseen as Nana
Director: Ken Whittingham
Writer: Erik Sommers

51 :03x17 - Bros Before Bros

With the wedding coming up, Penny decides to reach out to her estranged dad Roy. The reunion is sufficiently awkward but Alex encourages Penny to be optimistic, while Jane is more skeptical. Meanwhile, Dave enlists Brad and Max's help in sabotaging "The Brazilian" food truck, a.k.a. Dave's #1 nemesis, but Max accidentally falls for the enemy's son and has to choose between his best friend or boyfriend

Source: ABC
Special Guest Stars: Andy Richter as Roy |
Guest Stars: Danny Mora as The Brazilian | Alex Quijano as Wilson |
Co-Guest Stars: Brad Grunberg as Butcher | Kelly Jenrette as Shop Lady
Director: Eric Appel
Writer: Jason Berger

52 :03x18 - She Got Game Night

Brad and Jane host a couples game night with Penny, Pete, Max and Scotty and the competitiveness gets a little out of hand, prompting Penny to make an unexpected move. Meanwhile Dave has a big decision to make on the career front, and Alex tries to help but they end up at a psychic instead

Source: ABC
Guest Stars: Mary Elizabeth Ellis as Daphne | Nick Zano as Pete | Rose Abdoo as Magic Ann | Seth Morris as Scotty
Director: Kyle Newacheck

53 :03x19 - The Storm Before the Calm

Penny insists that she's fine after her breakup with Pete, but the gang begin to wonder when she writes a play entitled "Black Plague: A Love Story" and asks Derrick and his theater group to stage it. They brace for "drama" in more ways than one. Meanwhile a marketing group asks Alex and Max to be tastemakers, but is it a scam?

Source: ABC
Guest Stars: Stephen Guarino as Derrick |
Co-Guest Stars: Rafi Silver as Brandon | Brian Maillard as Greg | Hunter Hamilton as Male Dancer | Stephanie Kim as Female Dancer
Director: Kyle Newacheck

54 :03x20 - The Ballad of Lon Sarofsky

The gang is shocked when Penny rebounds from her breakup with Pete by having a torrid affair with the last man on earth they'd pick for her -- the Car Czar. To make matters worse, she's temporarily living with Brad and Jane, who end up acting like disapproving parents. Meanwhile the friends pressure Max to get a job so he'll stop sponging off them. He decides to enter the "Mr. Gay Gay Chicago" pageant, with Alex and Dave as his coaches.

Source: ABC
Guest Stars: Rob Corddry as Car Czar |
Co-Guest Stars: Andy Gala as Shaun | Kailan Whitaker as Young Dave (as Kai Whitaker)
Director: Fred Goss

55 :03x21 - Un-sabotagable

Chase, the ex-roommate whose life Max ruined, says he'd like to take revenge and do the same thing to Max, but Max's life is so pathetic it's "un-sabotagable." Max vows to prove him wrong and asks Jane to help him get his act together. Meanwhile, Alex asks the rest of the gang for help when Dave challenges her to finally use her stockpile of Groupons.

Source: ABC
Guest Stars: Mark-Paul Gosselaar as Chase |
Co-Guest Stars: Matt Braunger as Kevin | Christopher Michael as Major Fitness | Ellie Knaus as Female Customer

56 :03x22 - Deuce Babylove 2: Electric Babydeuce

Penny's mom, Dana, and Dave's dad, Big Dave, are in town visiting, and these two lovebirds are not only going strong, they've decided to adopt a baby together, prompting Penny and Dave to react the only way they know how - irrationally. Meanwhile, Brad and Jane want some time just to themselves and decide to try to join an exclusive tennis club, but unfortunately Max is on the scent and they can't shake him...or Alex.

Source: ABC
Special Guest Stars: Megan Mullally as Dana Hartz |
Guest Stars: Michael McKean as Big Dave | Regan Burns as Connie | Jackie Clarke (1) as Trish
Director: David Caspe

57 :03x23 - Brothas & Sisters

The third Kerkovich sister, Brooke, is the alpha sister of the group, and Jane has the daunting task of planning a wedding for her more perfect and exquisite older sibling. Meanwhile, Brad is having a tough time himself dealing with Brooke's equally more perfect African American fiance, Elliot (guest star James Lesure), and Alex and Dave have a big secret they're hiding.

Source: ABC
Guest Stars: Stephanie March as Brooke | James Lesure as Elliot | Julie Hagerty as Mrs. Kerkovich | Sally Ann Brooks as Cousin Ann | Suanne Spoke as Cousin Sherry | Christopher Darga as Cousin Terry | Christopher McDonald as Mr. Kerkovich |
Co-Guest Stars: Hugh Holub as Reverend
Classification: Scripted
Genre: Comedy
Status: Canceled
Network: ABC ( USA)
Airs: Fridays at 08:00 pm
Runtime: 30 Minutes
Premiere: April 13, 2011
Ended: May 03, 2013
Episode Order: 23
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