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1 :01x01 - Pilot
Writer: Christopher Lloyd, Joe Keenan
Director: Kelsey Grammer
Guest star: Steven Gilborn (Irv), Tangie Ambrose (Bianca), Carol Ann Susi (Susy), Maitland Ward (Staci), Reena Dutt (Waitress), Jennifer Tilly (Crystal)
Ben Barnes is celebrating his 30th birthday when he discovers his wife is leaving him.
2 :01x02 - We Wanna Hold Your Hand
Writer: Joe Keenan
Director: James Widdoes
Guest star: Jenna Gering (Gail), Adriana Demeo (Amy), Jennifer Tilly (Crystal)
Ben considers a trip to visit Naomi and save his marriage, even though his whole family dislikes her.
3 :01x03 - And I'll Cry if I Want To
Writer: Tucker Cawley
Director: Sheldon Epps
Guest star: Julian Stone (Kurt), Valerie Mahaffey (Barb), Lillian Adams (Patient), Kim Oja (Liz), Bridget Sienna (Hospital Worker), Jamie Elle Mann (Tina), Bruce Wright (Ronald), Emory Livers III (Orderly)
Stewart and Crystal's relationship is out in the open, and Lydia thinks throwing a party will show everyone she has moved on.
4 :01x04 - The Truth About Nerds and Dogs
Writer: Bob Daily
Director: Sheldon Epps
Guest star: Casey Strand (Amy), Carson Elrod (Ted), Jeremy Rowley (Arthur), Carol Ann Susi (Susy), Vahe Bejan (Cabbie), Erinn Bartlett (Jasmine), Mario Soto (Dr. Sanchez)
Ben's family worry about his growing obsession with comic books and his loser friends, so they arrange blind dates for him. Lydia is sure her dog prefers Stewart and is not happy about it.
5 :01x05 - Brothers Grim
Writer: Marc Firek, Alex Barnow
Director: James Widdoes
Guest star: Jann Carl (Herself), Catherine Oxenberg (Claudia Penchant), Tangie Ambrose (Bianca), Symba Smith (Reporter), Priscilla Taylor (Donna)
Oliver is so proud of the identity of one of his celebrity patients that he reveals her identity to his family. If news of her surgery is found out, his business will be ruined and he will lose his brand new expensive apartment and have no choice but to move in with his brother.
6 :01x06 - The Heartbreak Kid
Writer: D. J. Nash
Director: Scott Ellis
Guest star: Edward Edwards (Elliot), Sandra Robinson (Sophie), Charles C. Stevenson, Jr. (Mr. Chadwell), Jarrod Bailey (Billy)
Since her divorce, Lydia's fear of dating has resulted in Ben being her de facto escort to social events. Ben desperately tries to solve the problem by setting his mother up on a date with doctor whose wife has passed away.
7 :01x07 - Key Ingredients
Writer: Sivert Glarum, Michael Jamin
Director: Mark Cendrowski
Guest star: Dorie Barton (Patty), Lisa Banes (Chef Vivian), Stephanie Faracy (Laura)
When Ben and Oliver bail on a cooking class, Regina and Lydia end up taking it instead.. The cooking instructor mistakes Lydia to be lesbian and makes a date with her. Stewart asks his sons for advice about Crystal .
8 :01x08 - The Wedding
Writer: Sivert Glarum, Michael Jamin, D. J. Nash
Director: Sheldon Epps
Guest star: Wendie Malick (Lois Turner), Jennifer O'Dell (Cynthia), Harry S. Murphy (Howard), Joanna Canton (Holly), Suzanne Cryer (Janice), Larissa Gomes (Girl in Diner), Katherine Powell (Abby), Luciano Giancarlo (Man at Wedding), Ana Alexander (Anna)
The Barnes family goes to Oliver's ex-girlfriend's wedding. Lydia has misgivings about attending since her divorce from Stewart becomes final at the same time. Oliver tries to impress his ex-girlfriend by bringing a beautiful escort but fails three times. Regina serves as a bridesmaid and abuses her power over the men who are paying attention to her and don't realize she is a lesbian.
9 :01x09 - Thanks
Writer: Christopher Lloyd
Director: Mark Cendrowski
Guest star: Kristen Miller (Sharon), Jack Ong (Joe), E. J. Callahan (Curtis)
A Thanksgiving dinner provides the Barnes family the opportunity to remember past holidays.
10 :01x10 - Guilt Trip
Writer: David Litt
Director: Sheldon Epps
Guest star: Linda Porter (Doris), Marcus Folmar (Orderly), Ethel Ayler (Maria)
Lydia jealousy shows when her children make friends with Stewart's girlfriend, Crystal. As payback, she shames them into accompanying her to visit their old housekeeper.
11 :01x11 - New Year's Eve
Writer: Joe Keenan
Director: Philip Charles MacKenzie
Guest star: Barry Bostwick (Gavin), Jeremy Rowley (Arthur), Kate Levering (Jennifer), Scarlett Lam (Nurse), Paul Lekakis (Scott), Christopher J. Stapleton (Steve)
The kids decide to throw a New Year's party in an attempt to find companionship, and end up fighting over the same woman. Lydia meets a man at work and invites him to their party, not knowing he is Crystal's father. Crystal freaks when she sees her father at the party because she has yet to tell him about Stewart.
12 :01x12 - Yours, Mine or His?
Writer: Marc Firek, Alex Barnow
Director: Gail Mancuso
Guest star: Kristin Richardson (Trisha)
Everyone ends up stranded in a mountain cabin when a snowstorm hits. Oliver discovers a pregnancy test and all the men panic over the implications.
13 :01x13 - Model Behavior
Writer: David Litt
Director: Joe Regalbuto
Guest star: Marion Ross (Norma), Nadia Bjorlin (Alana), Kaitlin Olson (Debbie)
Ben and Oliver start dating women more to prove something to each other than for the relationship with the girls. When Stewart's former receptionist shows up for a visit, Stewart asks Lydia to pretend to still be married to avoid telling her the truth.
14 :01x14 - Hot Water
Writer: Sivert Glarum, Michael Jamin
Director: Joe Regalbuto
Guest star: Carson Elrod (Ted), Diane Sellers (Nurse Erin), Rayna Tharani (Lola)
Valentine's Day becomes a disaster for the whole family when Lydia and Oliver almost end up in a romantic dinner, Regina treats her father at the hospital when he shows up with a back injury, Ben accidentally locks himself in Crystal's bathroom while she is taking a bath, and one of Ben's loser friends hits on Lydia.
15 :01x15 - You Win Some, You Use Some
Writer: Marc Firek, Alex Barnow
Director: Mark Cendrowski
Guest star: Christopher Shea (Kenneth (Kenneth Boyd)), Mary Anne McGarry (Cynthia (Cynthia Boyd)), Terry Hoyos (Carmen), Elena Lyons (Joanna), Brad DeLima (Waiter)
Oliver fakes affection and attention for his mother to woo a pretty woman, while Lydia tries to use the fact that her daughter is gay to ingratiate herself with her rival in a charity organization. Stewart manages to stick Ben and Oliver with his lousy housekeeper.
16 :01x16 - Doctor of the Year
Writer: D. J. Nash
Director: Joe Regalbuto
Guest star: James Naughton (Dr. Jack Arbogast), Deanna Wright (Allison), Andrea Bogart (Elizabeth), D. J. Nash (Tony), Eric Payne (Dr. Andrews)
All the doctors in the family are expecting to win a top doctor's award. When Stewart wins, he celebrates with a party and is greatly annoyed when his ex-wife arrives on the arm of his greatest rival.
17 :01x17 - Restaurant Row
Writer: Bob Daily
Director: Bob Koherr
Guest star: Doug Budin (Maitre D), Valerie Curtin (Frieda), Krista Allen (Kathy), Kevin Daniels (Bartender)
Ben and Oliver fight over a woman they each have a crush on. Stewart and Lydia try to discover what they might inherit from Lydia's wealthy uncle.
18 :01x18 - Losing Patients
Writer: Joe Keenan
Director: Kelsey Grammer
Guest star: Roger Bart (Lou Pimsky), Brooks Almy (Enid), Todd Stashwick (Frankie), Jordana Spiro (Roberta), Carla Fisher (Receptionist)
Ben and Oliver end up accidentally stealing patients from each other and take it to the next level; Stuart and Lydia are terrified when they learn they are to be audited.
19 :01x19 - Doctors Without Bidders
Writer: Alex Barnow, Marc Firek
Director: Joe Regalbuto
Guest star: Tyrone Giordano (Dr. Winslow (Dr. Robert Winslow)), Rebecca Budig (Carla (Dr. Carla Munson)), Annie Mumolo (Frank's Wife), Eddie Rutkowski (Frank)
Lydia is in charge of a charity bachelor auction and asks Oliver to volunteer, but not Ben to his disappointment. Lydia tries to play matchmaker for Regina, but anonymously since she knows Regina would reject anyone her mother recommends.
20 :01x20 - If These Floors Could Talk
Writer: Marc Firek, Alex Barnow
Director: Sheldon Epps
Guest star: Fred Dryer (Michael)
Lydia's second date with Michael is constantly interrupted by her family; Ben and Oliver are desperate to avoid Regina finding out about the snow globe they stole years ago that they managed to blame on her; Stewart's plan to bring his ex-wife and current girlfriend closer backfires.
21 :01x21 - The Lady Doth Protest Too Much
Writer: Sivert Glarum, Michael Jamin
Director: Mark Cendrowski
Guest star: Stephanie Nicole Lemelin (Danielle), Constance Zimmer (Naomi)
Ben's dad tries to play matchmaker with the new neighbor girl, but Ben's ex returns and wants to resume their relationship.
22 :01x22 - Breaking Up Is Hard to Do and Do and Do
Writer: Sivert Glarum, Michael Jamin
Director: Joe Regalbuto
Guest star: James Naughton (Dr. Jack Arbogast), Bridget Flanery (Mary), Annie Wersching (Conner), Jill Latiano (Wendy), Ian Barford (Dana), Emory Livers III (Orderly)
Oliver meets a woman who is just like him in many ways; Stewart needs to have an operation, but changes his minds when he finds out the surgeon turns out to be dating his ex-wife.