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Season 5

49 :05x01 - Surro-gate

Audrey and Jeff receive some startling news about their surrogate.
Guest Stars: Jaime Pressly as Pam Nelson |
Co-Guest Stars: Wayne Lopez as Oscar
Director: Ted Wass
Writer: Tom Hertz

50 :05x02 - The Bank

Jeff brags to Adam about a strategy he refers to as "the bank," a list of mistakes that Audrey has made, which he uses to diffuse her anger when he messes up. Meanwhile, Russell sends a suggestive e-mail to a co-worker with whom Timmy is infatuated

Source: CBS
Guest Stars: Taryn Southern as Allison
Director: Ted Wass

51 :05x03 - Rug-of-War

Upset that he'll have to purchase a new rug after Audrey gives their old one to Adam and Jenn, Jeff tries to sabotage the gift by telling Adam about all the "fun" that he and Audrey had on it.

Source: CBS
Co-Guest Stars: Chacko Vadaketh as Ravi | Jim Meskimen as Mr. Wrigley
Director: Ted Wass

52 :05x04 - Handy Man

Audrey tries to be more spontaneous in the bedroom with Jeff. Meanwhile, Russell invites Timmy to join him on a business trip to distract him from his fear of flying.

Source: CBS
Guest Stars: Beth Littleford as Laura | Susan Yeagley as Tracy |
Co-Guest Stars: Diane Sellers as Doreen
Director: Ted Wass
Writer: Mike Haukom

53 :05x05 - Play Ball

When Audrey realizes how miserable her job is making her, she contemplates quitting. Meanwhile, Allison tells Timmy she wants to slow things down.

Source: CBS
Guest Stars: Taryn Southern as Allison |
Co-Guest Stars: Diane Sellers as Doreen | Patrick Robert Smith as Opposing Coach | Antonio Todd as Bob the Ump | Matthew M. Mahaney as Sully | Greg Bond as Johnny Mo
Director: Ted Wass

54 :05x06 - Baked

Audrey goes stir crazy after quitting her job and decides to start a cookie business. Meanwhile, Timmy tries to be one of the guys.

Source: CBS
Guest Stars: Taryn Southern as Allison
Director: Ted Wass
Writer: Tim Doyle

55 :05x07 - Mannequin Head Ball

When Jeff can't get out of the lease for a retail space he rented for Audrey's fleeting cookie business, he and Adam invent a new game involving the heads of mannequins. Meanwhile, Russell and Timmy go on a double date.

Source: CBS
Guest Stars: Taryn Southern as Allison |
Co-Guest Stars: Glenn Taranto as Mr. Micelli | Mariah Bonner as Margaux
Director: Ted Wass
Songs: AC DC -- Back In Black

56 :05x08 - Les-bro

Jeff and Audrey finally settle on a surrogate. Meanwhile, Russell's mother, Bunny, comes to town.

Source: CBS
Special Guest Stars: Joan Collins as Bunny Dunbar |
Guest Stars: Sara Rue as Brenda |
Co-Guest Stars: Debra Azar as Kara | Rebel Wilson as Sara | Matthew Michael Mahney as Sully | Antonio Todd as Bob | Greg Bond as Johnny Mo | Casey Sander as Frank
Director: Ted Wass

57 :05x09 - The Big Picture

When Russell's trust fund is cut off by his mother, he gets a taste of how life will be after moving in with Timmy. Meanwhile, Audrey helps Jeff impress his boss in order to get a raise.

Source: CBS
Guest Stars: Holmes Osborne as Larry |
Co-Guest Stars: Odessa Rae as Gretchen | J.R. Nutt as Poet Guy
Director: Ted Wass

58 :05x10 - Fun Run

Jeff struggles to figure out how to ask his co-workers to donate money for Audrey's 10K charity run after telling them that he doesn't want to participate in their fundraisers anymore. Meanwhile, Russell gets a taste of his own medicine from a recent date.

Source: CBS
Guest Stars: Bree Turner as Heather |
Co-Guest Stars: Brooklyn McLinn as Dan | Chet Grissom as Marty | Ben Hermes as Gordon
Director: Ted Wass
Writer: Tom Hertz

59 :05x11 - Refusing to Budget

Timmy convinces Russell he needs a budget when the utilities are turned off in his apartment. Meanwhile, Audrey has a mentee who wants to see her office and learn about publishing.

Source: CBS
Guest Stars: Dawn Olivieri as Cheyenne | Elaine Hendrix as Stephanie | Vanessa Lengies as Julia |
Co-Guest Stars: Diane Sellers as Doreen | Teri Reeves as Janine | Mitzi Kapture as Gina
Director: Ted Wass

60 :05x12 - Little Bummer Boy

When Russell decides to borrow a Holiday concept of gift-giving from Adam, both Adam and his co-workers are in for surprises. Meanwhile, Audrey wants to make people laugh at Jeff's Holiday party.

Source: CBS
Co-Guest Stars: Brooklyn McLinn as Dan | Jillian Murray (2) as Young Woman | Julie Brister as Evelyn | Rene Ashton as Linda | Chris Titone as Drunk Guy | Peter David Parasilifi as Vic | Tony Nichols as Scotty | Nikki Novak as Antler Girl | Jennifer Lee (3) as Barbara
Director: Ted Wass

61 :05x13 - The Home Stretch

When Jeff discovers that a guy is giving Audrey home pilates classes, he wants to make a change. Meanwhile, Adam tells Jennifer specifics about his football past.

Source: CBS
Guest Stars: Emily Montague as Beth |
Co-Guest Stars: Jim Devoti as Terry | Quinn Masterson as Quinn | Diane Sellers as Doreen
Director: Gail Mancuso

62 :05x14 - Uh-Oh It's Magic

When Russell takes his date to a magic show, the magician makes her disappear. Meanwhile, Audrey unknowingly slips up when she tells Brenda's girlfriend about the baby.

Source: CBS
Special Guest Stars: Criss Angel as Himself |
Guest Stars: Sara Rue as Brenda | Jonathan Morgan Heit as Leland |
Co-Guest Stars: Brian McGovern as Joe | Enya Flack as Becky | Audra Marie as Jessica
Director: Gail Mancuso

63 :05x15 - Singing and Dancing

When Timmy joins an a cappella group, he wants to keep it a secret from Russell. Meanwhile, Jeff and Audrey discover they have a new annoying neighbor.

Source: CBS
Co-Guest Stars: Wendi McLendon-Covey as Liz | Tommy Snider as Tug | Mark Saul as Barry | Chris Titone as Stan | Marco Assante as Pizza Delivery Guy | Ryan Alvarez as A Cappella Singer | Bruce Merkle as A Cappella Singer | Payson Lewis as A Cappella Singer | Ryan Powers as A Cappella Singer | Joe Sofranko as A Cappella Singer
Director: Gail Mancuso
Writer: Tim Doyle

64 :05x16 - Jeff Day

When Jeff proclaims it's 'Jeff Day', he gets his way until the cleaning lady arrives. Meanwhile, Adam has to figure out why his eye is twitching.

Source: CBS
Guest Stars: Tommy Snider as Tug | Mark Saul as Barry | Soledad St. Hilaire as Yoli |
Co-Guest Stars: Caitlin Chapman as Tanya (as Caitlan Chapman)
Director: Gail Mancuso

65 :05x17 - Zygote

When Jeff and Audrey see a fertility specialist with their surrogate, they discover a zygote. Meanwhile, Russell and Timmy go on double dates again.

Source: CBS
Guest Stars: Sara Rue as Brenda | Richard McGonagle as Dr. Sachs | Cathryn de Prume as Eileen |
Co-Guest Stars: Noelle Bellinghausen as Shameka (Shante) | Kalena Ranoa as Svetlana (Stasha) | Dan Kinsella as Delivery Guy | Cameron Bender as Rick |
Uncredited: Steven Barr as P.A. Announcer (V.O.)
Director: Gail Mancuso

66 :05x18 - Anniversary Chicken

When Jeff decides to surprise Audrey by remembering their anniversary, he's the one who ends up being surprised. Meanwhile, Timmy is forced to be Russell's interpreter on a date.

Source: CBS
Guest Stars: Moran Atias as Sophia |
Co-Guest Stars: Samantha Ressler as Waitress | Jeremiah Hu as Cliff
Director: Gail Mancuso
Writer: Mike Haukom

67 :05x19 - The Set Up

When Russell discovers Timmy has a sister, he aims to impress. Meanwhile, Jeff and Audrey set their neighbor Liz up on a date.

Source: CBS
Guest Stars: Larry Joe Campbell as Todd | Wendi McLendon-Covey as Liz | Melanie Kannokada as Simran |
Co-Guest Stars: Jeny Batten as Mother | Emily Happe as Kim | Hector Atreyu Ruiz as Javier

68 :05x20 - Beating The System

When Jeff and Audrey learn their surrogate is pregnant, both of their lives change. Meanwhile, Timmy takes on the responsibility of wedding planner for Adam and Jennifer.

Source: CBS
Guest Stars: Sara Rue as Brenda
Director: Victor Gonzalez

69 :05x21 - The Jeff Photo

When an old photo of Jeff appears in an art gallery, he decides it's time to make some changes in his life. Meanwhile, Russell experiences a slump with women until he sees a familiar face.

Source: CBS
Guest Stars: Wendi McLendon-Covey as Liz |
Co-Guest Stars: Diane Sellers as Doreen | Alyssa Julya Smith as Dawn | Heidi Marnhout as Woman | Ithamar Enriquez as Rudolfo
Director: Tom Hertz
Writer: Tom Hertz

70 :05x22 - Double Down

Jeff and Audrey panic when they are told they might be having twins. Meanwhile, Russell throws a citizenship party for Timmy to impress a girl.

Source: CBS
Guest Stars: Sara Rue as Brenda | Richard McGonagle as Dr. Sachs | Matt Yuan as Ronald | John Yuan as Donald | Ellen Hollman as Maya |
Co-Guest Stars: Sarah Edwards as Violet | David Walrod as Guest #1 | Kirk Robinson as Guest #2 | Kyra Schwartz as Guest #3
Director: Ted Wass

71 :05x23 - The Power Couple

Jeff is threatened when Audrey gets a raise and makes almost as much as he does. Meanwhile, Russell enlists Timmy to find out what Liz sees in another man.

Source: CBS
Guest Stars: Wendi McLendon-Covey as Liz | Larry Joe Campbell as Todd |
Co-Guest Stars: Alec Mapa as Restaurant Manager | Dale E. Turner as TV Deliveryman | Jen Lilley as Barista | Darin Toonder as Waiter
Director: Gail Mancuso

72 :05x24 - The Last of the Red Hat Lovers

Russell books a cruise that he thinks is filled with "red hot" ladies but instead it's filled with ladies from the Red Hat society. Meanwhile, Timmy tries to help Jeff and Audrey settle an argument.

Source: CBS
Guest Stars: Wendi McLendon-Covey as Liz | Edie McClurg as Silvia | Elizabeth Ann Koshak as Diner Patron (uncredited) | Charlene Mae as Diner Patron (uncredited) |
Co-Guest Stars: Pat Crawford Brown as Pearl | Lisa K. Wyatt as Instructor
Director: Tom Hertz
Story: Andy Roth | Teleplay: Michael A. Ross
Warning: Rules of Engagement guide may contain spoilers
Classification: Scripted
Genre: Comedy
Status: Ended
Network: CBS ( USA)
Airs: Mondays at 08:30 pm
Runtime: 30 Minutes
Premiere: February 05, 2007
Ended: May 20, 2013
Episode Order: 13
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