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Season 2

6 :02x01 - What About Second Chances...

Oct/09/2006
Six months have passed since Brian left L.A. following a fight with Marjorie. In four days, she'll marry his best friend, Adam. Now Brian is back, and Adam isn't pleased to see him. As for Marjorie, she doesn't know what to feel. Meanwhile, Dave and Deena are in therapy following their disastrous open-marriage experiment; and Nicole is about to give birth, but misses her actor-husband, Angelo, who's making a movie in Italy.
Guest Stars: Rachelle LeFevre as Summer/Eleanor | John Fleck as Dr. Bill | Jayne Taini as Psychic | Bahni Turpin as Chandi | George Gerdes as Counter Guy | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Jan Devereaux as Condescending Woman | Camille Langfield as Stripper | Angel Oquendo as Technician
Writer: Dana Stevens
Songs: Amos Lee -- Arms of a Woman, Alexi Murdoch -- Blue Mind, The Pretenders -- Brass In Pocket, Jude -- Calling All Friends, Aqualung -- If I Fall, J.J. Cale -- No Time, Ivy -- Thinking About You

7 :02x02 - What About the Wedding...

Oct/16/2006
It's Adam and Marjorie's wedding day, but she has some explaining---and soul-searching---to do over her encounter with Brian the night before. He won't let the matter drop, either. Meanwhile, best man Dave engages in some extracurricular activities with Suzanne in his office; and maid of honor Nicole gets an unwanted phone call from Angelo. Flashbacks recall New Year's Eve 2003, the night Adam---and Brian---first met Marjorie.
Guest Stars: Darlene Kardon as Seamstress | Jonathan Slavin as Phillip | Jason Winston George as Jimmy | Marguerite Moreau as Suzanne |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Carmen Nicole as Wedding Coordinator | Nanci Cascio as Hairdresser | Kendra Sue Waldman as Lucy | Mark Gantt as Bartender
Director: Allison Liddi
Writer: Kate Angelo
Songs: Jude -- Calling All Friends, Jude -- I Know, The Elected -- Not Going Home, Beth Orton -- Safe In Your Arms, Old 97's -- Timebomb

8 :02x03 - What About Denial...

Oct/23/2006
It has been two weeks since Adam was left at the altar, and he still blames Brian for it. Meanwhile, Nicole helps Deena try to save her marriage, while Deena reciprocates by letting a nervous Nicole practice mothering by babysitting her 1-year-old. And Deena meets Suzanne, the woman whom Dave has been having an affair, on the set of the local cable show on which Dave and Brian are appearing to promote their new video game.
Guest Stars: Julie Mintz as Camie | Jerry Kernion as Campbell | Daryl Sabara as Little Adam | Jason Winston George as Jimmy | Amanda Foreman as Ivy | Marguerite Moreau as Suzanne | Christopher Elwood as Marketing Executive |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Kasan Butcher as Vendor #1 | Johnny Palermo as Vendor #2 | Jack Guzman as Cop #2 | Joseph Sikora as Cop #1 | Max Adler as Frat Guy #1 | Brian DeCaro as Frat Guy #2
Director: Perry Lang
Songs: Kathleen Edwards -- A Face in the Crowd, Gomez -- Cry on Demand, Julie Walker -- Face In a Crowd, Julie Mintz -- Over, Tom Petty -- Square One, Ben Kweller -- This Is War

9 :02x04 - What About the Fish...

Oct/30/2006
To encourage each other to get over Marjorie and back out in the dating game, Brian and Adam bet to see who can get a girl first. Meanwhile, Brian adjusts to having Dave as his new roommate after Deena kicks him out of the house for having an affair; Nicole prepares for her baby shower, as well as a surprise guest; and the future of Zap Monkey is in jeopardy, which causes a financially-strapped Brian to try anything and everything to save the company.
Guest Stars: William Devane as Michael | Marguerite Moreau as Suzanne | Amy Jo Johnson as Karen (car girl) | Amanda Foreman as Ivy | John Fleck as Dr. Bill | Jason Winston George as Jimmy | Rachelle LeFevre as Summer/Eleanor/Heather |
Co-Guest Stars: Payton Spencer as Geneva | Mikaila Baumel as Larissa | Whitney Cummings as Sally | Sharon Brathwaite as Bank Employee | Loren Chase (1) as Assistant
Director: Michael Apted
Writer: Liz Tigelaar

10 :02x05 - What About Angelo's Ashes…

Nov/13/2006
At Angelo's funeral, the friends give loving tributes and recall fond memories of Angelo while they marvel at Nicole's strength. However, they soon realize she may not be handling this as well as she seems to be. Meanwhile, Brian's dad, Michael, confronts Brian about his plans now that Zap Monkey has folded, Dave and Deena discuss getting a divorce, and Adam continues to connect with Summer, the stripper he met at his bachelor party.
Guest Stars: William Devane as Michael | Amy Jo Johnson as Karen (car girl) | Rachelle LeFevre as Heather | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Bradford W. Anderson as Doctor | Michael Patrick Larson as KC Guy #1 | Eric Weston as KC Guy #2 |
Uncredited: Mikaila Baumel as Larissa
Writer: Josh Reims
Songs: The Gabe Dixon Band -- All Will Be Well, The Hellacopters -- Go Easy Now, Rosie Thomas -- It Don't Matter to the Sun, Hem -- We'll Meet Along the Way

11 :02x06 - What About What Was Supposed to Be...

Nov/20/2006
In need of money, Brian starts working at his father's high-end real estate firm. Sparks fly when he meets the company's top agent, the beautiful Bridget. Meanwhile Dave begins a new job as well, and he and Deena work out a unique child custody arrangement; Adam's relationship with Summer may mean problems with his professional future; and Nicole moves on despite the grief after losing her husband.

Source: ABC.com
Guest Stars: Krista Allen as Bridget Keller | William Devane as Michael | Rachelle LeFevre as Heather | Anne Betancourt as Mrs. Elizalde | D.C. Douglas as Gary Barnes | K.T. Thangavelu as Dr. Whitaker | Jason Winston George as Jimmy | Nikki Magnusson as Team Member |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | John Sanderford as Arnold Fletcher | Drew Wicks as Bill Hansen | Karl Hamann as Guy to Daves left | D. Elliot Woods as Guy to Daves right | Mary Margaret Lewis as Catherine Fletcher | Alejandro Furth as Counselor | Chris Fogleman as Designer #1 | Kirk Zipfel as Designer #2 | Sean Smith (1) as Bob | Jeff Chase as Bouncer | Christopher Kelley (1) as Polite man | Gracemarie Cretalla as Masseuse | Jim Hanna as Howie |
Uncredited: Thomas Crawford as Rick Franz
Songs: James Morrison (2) -- Better Man, Nouvelle Vague -- Dancing With Myself, Aidan Hawken -- Pillows & Records, Phish -- Waste

12 :02x07 - What About First Steps...

Dec/04/2006
Adam and Heather start to second-guess their recent actions; Dave suggests a way for Brian to spark the interest of the reluctant Bridget. Nicole immerses herself in Deena's fledgling cupcake business to distract her from her grief; and Deena meets a rich client who might be interested in more than her cupcakes.
Guest Stars: Rachelle LeFevre as Heather | Krista Allen as Bridget Keller | Gina Hecht as Judge Gittes | Dru Mouser as Linda | Brennan Elliott as TK | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Alejandro Furth as Counselor | Sunah Bilsted as Young woman | Janet Varney as Carol | Nicki Norris as Jimmy's girl | Karl Hamann as Carl | Stacy Reed as Coordinator | Jim Hanna as Howie | Jack Wallace as Father | Lydia Blanco as Maria | Christopher Kelley (1) as Polite Man | Roger Ainslie as Male date #1 | Monica Young as Hostess | Conrad Allan as Waiter | Marcy McCusker as Crying Girl | Megan McNulty as Silent Girl |
Uncredited: Jes Meza as Hot Latina
Director: Allison Anders

13 :02x08 - What About Secrets...

Dec/11/2006
Brian and his dad are driven apart by a secret involving Bridget. Jimmy runs a criminal-record check on Heather; Deena decides to go out with T.K. following a couple of "practice dates"; and Dave lends moral support to Nicole when he accompanies her to a screening of Angelo's last movie, where she meets a mysterious woman with a connection to her late husband.
Guest Stars: Rachelle LeFevre as Heather | William Devane as Michael | Krista Allen as Bridget Keller | Sean Wing as Sven | Jane Sibbett as Tracy | Brennan Elliott as TK | Mariana Santangelo as Valeria Giacho | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Jim Hanna as Howie | Carlease Burke as Patti | Flynn Beck as Devin | Camille Langfield as Betty Sue | Sean Smith (1) as Bob | Scott Logan as Peter | Richard Molinare as Director | Annette M. Lesure as Ms. Lopez | Annette Johnson as Jasheika | Ryan O'Connor as Baker |
Uncredited: Alejandro Furth as Counselor | Christopher Kelley (1) as Joe
Director: Dennie Gordon
Writer: Dana Stevens

14 :02x09 - What About True Confessions...

Dec/18/2006
Brian tries to stay away from Bridget once he learns that she and his father once had an affair, but she's not making it easy. For comfort, he considers reconnecting with his mother, whom he hasn't seen in a while. Meanwhile, Brian and Adam are sentenced to community service at a homeless shelter for the fight they had at Ivy's bar; the very pregnant Nicole goes to some humorous extremes to induce labor; Deena goes on a date with her rich client, and Dave goes on a date with a much younger girl.
Guest Stars: Rachelle LeFevre as Heather | William Devane as Michael | Krista Allen as Bridget Keller | Valery Ortiz as Roxanne | Brennan Elliott as TK | K.T. Thangavelu as Dr. Whitaker | Steve Tom as Judge Payton | Jason Winston George as Jimmy | Amanda Foreman as Ivy | Patricia McCormack as Lillian |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Christopher Kelley (1) as Joe | Jim Hanna as Howie | Alex Nevil as Hank | Don Jeffcoat as Simon Coleman | C.J. Thomason as Albert Miller | Charles Emmett as Hal | Marie Caldare as Front desk clerk | Jason Grutter as Marty | Patrick Pankhurst as Rossoff
Director: Allison Anders

15 :02x10 - What About the Tangled Web...

Jan/08/2007
When Brian's dad decides to take the real estate company away on a retreat, Brian and Bridget gradually get closer. Meanwhile, after Adam and Dave make an awkward visit to the strip club where Heather works, Adam wants his new wife to give up her job, and Nicole promises both Dave and Deena that they can accompany her when she goes into labor, but neither is willing to give up the spot to the other.
Guest Stars: Rachelle LeFevre as Heather | William Devane as Michael | Krista Allen as Bridget Keller | Valery Ortiz as Roxanne | Brennan Elliott as T.K. | K.T. Thangavelu as Dr. Whitaker | Jay Huguley as Martin First |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Alex Schemmer as Valet | Dameon Clarke as Brad | Anndi McAfee as Anastasia | Sarah Christine Smith as Sara | Dominic Flores as Orderly | Bunnie Rivera as Nurse
Director: Harry Winer
Writer: Kate Angelo
Songs: The Weepies -- Gotta Have You

16 :02x11 - What About the Exes...

Jan/15/2007
Brian and Bridget have the conversation about their ex-relationships, but Brian doesn't include Marjorie. Adam and Heather have to deal with an overzealous ex-client of Heathers, and Nicole sets up a photo shoot to promote Deena's fledgling cupcake business. Meanwhile, Dave and Deena make a startling discovery about their one-year-old daughter, which brings to town a visitor from the friends' not-so-distant past.
Guest Stars: Rachelle LeFevre as Heather | Krista Allen as Bridget Keller | Valery Ortiz as Roxanne | Andy Umberger as Doctor | Patrick Fischler as Schmitty | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Nick Steele as Photographer | Taira Soo as Make-Up Artist | Jack Impellizzeri as Delivery Man | Craig Young as Rock Star | Dean Napolitano as Cop | Tasia Sherel as Cashier
Director: David Paymer
Writer: Nancy Jack

17 :02x12 - What About Marjorie...

Jan/22/2007
Marjorie helps treat Deena and Dave's hearing-impaired 1-year-old, and her presence in L.A. leads to tension between Adam and Heather. It could affect Brian and Bridget as well, especially considering they have been a couple for six weeks, which is about as long as Brian has ever been able to maintain a relationship. Meanwhile, Nicole is having a hard time finding a nanny.
Guest Stars: Amanda Foreman as Ivy | Jason Winston George as Jimmy | Rachelle LeFevre as Heather | Krista Allen as Bridget Keller | Tom Parker as Jamie | Patrick Fischler as Schmitty |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Sheila Shaw as Nanny #1 | Stephanie Turner as Alexa | Nancy Linari as Nanny #3 | Eddie Driscoll as Mike
Director: Matt Shakman
Writer: Liz Tigelaar

18 :02x13 - What About the Lake House...

Jan/29/2007
Brian invites the gang---and Bridget---to his father's soon-to-be-sold lake house in an effort to make her feel like part of the group; Dave and Deena grapple with their decision about their daughter's ear surgery; and Adam tries to sort out his feelings for Heather and Marjorie.
Guest Stars: Rachelle LeFevre as Heather | Krista Allen as Bridget Keller | Jason Winston George as Jimmy | Amanda Foreman as Ivy |
Co-Guest Stars: Mikaila Baumel as Larissa | Payton Spencer as Geneva | Dameon Clarke as Brad
Director: Dan Lerner
Writer: Dana Stevens

19 :02x14 - What About Finding Your Place...

Feb/12/2007
Now that both Brian and Bridget have lost their real estate jobs and she has lost her condo, she moves into Brian's apartment, where he has taken a job as the building manager. Brian helps two extremely attractive women, Laura and Stephanie, move into the apartment downstairs. Meanwhile, Deena and Dave discuss whether he should move back home to help with their daughter's ear surgery recovery, Nicole fantasizes about Jamie, her "manny," and now that he's separated, Adam takes a vow of celibacy.

Source: ABC
Special Guest Stars: Stacy Keibler as Stephanie |
Guest Stars: Krista Allen as Bridget Keller | Tom Parker as Jamie | Shaun Duke as Andrew | Jamie Elman as Max |
Co-Guest Stars: Bob Jesser as IRS agent | Roy Werner as Dr. Palmer | Josh Sussman as Ben | Brian Hedden as Anthony
Writer: Josh Reims
Songs: Violent Femmes -- Blister In The Sun

20 :02x15 - What About Temptations...

Feb/19/2007
Dave is surprised to see that his new boss, Natasha, turns out to be his former intern. She has re-invented herself from being overweight and non-descript into a sexy, manipulative and shrewd businesswoman. While Bridget is away on a business trip, Brian's downstairs neighbors, Laura and Stephanie, convince him to let them use his apartment for a party that turns raucous. Meanwhile, the still-celibate Adam continues to pursue his law partnership, Dave moves into the guest room back home and Nicole has an erotic dream about her "manny."

Source: ABC
Guest Stars: Krista Allen as Bridget Keller | Tom Parker as Jamie | Stacy Keibler as Stephanie | Shaun Duke as Peter Green | Ion Overman as Joanna |
Co-Guest Stars: Drew Wicks as Design Manager | Joanna Leeds as Girl | Jina Song as Female Designer | Kimberly Parmon as Party Goer | Evan Helmuth as Trip Hanley |
Uncredited: Josh Sussman as Ben
Songs: Will Dailey -- Hollywood Hills, Dashboard Confessional -- Stolen, Tyrone Wells -- Sugar So Sweet

21 :02x16 - What About Strange Bedfellows...

Mar/05/2007
While Brian wonders if his relationship with Bridget is the right thing, Laura senses that all is not right between the couple. Natashas favoritism toward Brian becomes apparent when she asks him and not Dave -- to coordinate a major presentation for some Japanese clients. Meanwhile, now that Adam has made partner, he breaks his celibacy rule and goes out on a date with Stephanie. And after Nicole and her manny, Jamie, share a kiss, Nicole no longer thinks he is gay.


Source: ABC
Guest Stars: Krista Allen as Bridget Keller | Tom Parker as Jamie | Stacy Keibler as Stephanie | Shaun Duke as Peter Green | D.C. Douglas as Gary Barnes |
Co-Guest Stars: Josh Sussman as Ben | Payton Spencer as Geneva | Roy Werner as Dr. Palmer | Karl Hamann as Carl | Chris Fogleman as Programmer #2 | Sonya Leslie as Nurse | Rand Gamble as Rudy | Kirk Zipfel as Programmer #1 | Masami Kosaka as Interpreter | Masa Kanome as Chef | Alex Reznik as Dr. Pachefsy
Director: Tom Verica
Songs: Low Stars -- Calling All Friends, Threes & Nines -- Fireworks, Eleni Mandell -- Girls, Relient K -- Let It All Out, Ingram Hill -- More Than a Feeling, Ross Copperman -- Shout, Ryan Adams (1) -- You Will Always Be the Same

22 :02x17 - What About All That Glitters...

Mar/12/2007
Deena's mother, Frankie, comes for a visit and, like everyone else, is unaware that Dave and Deena are back together. Now that Brian has broken up with Bridget, he gets separate invitations from his two attractive downstairs neighbors. Meanwhile, against Natasha's wishes, Brian assigns a big presentation to Dave; Adam and Nicole deal with the aftermath of their unexpected tryst; Dave gets into a fist fight with Deena's ex-lover; and the friends get a surprise when they visit Ivy and Jimmy's home for the first time.

Source: ABC
Guest Stars: Meredith Baxter as Frankie | Stacy Keibler as Stephanie Conner | Shaun Duke as Peter Green | Jon Hamm as Richard Rovich | Tyrone Giordano as Mark | Samantha Harris as Herself |
Co-Guest Stars: Jace Whitmore as German Investor | Payton Spencer as Geneva | Mikaila Baumel as Larissa
Director: Stan Salfas
Writer: Ross Canter
Songs: New English -- Cliche, Josh Kelley -- Lady of Mine, Household Names -- Only One, Cooper Thomson -- Someday in New York, The Fratellis -- Whistle for the Chorus

23 :02x18 - What About Secret Lovers…

Mar/19/2007
After an embarrassing photo of Brian with fledgling actress Stephanie runs in the tabloids, she's instructed by her manager not to be seen in public with him. So Laura is secretly delighted when Stephanie invites her to go along with them to a hot Hollywood party and act as Brian's date. Meanwhile Deena's new cupcake store struggles until business partner Nicole comes up with a unique way to get more customers; Natasha sets the parameters for her relationship with Adam; and it's time for Deena and Dave to decide if they're going to sign their divorce papers.

Source: ABC
Guest Stars: Stacy Keibler as Stephanie Conner | Shaun Duke as Peter Green | Michael Patrick McGill as Rowland | Jon Hamm as Richard Rovich |
Co-Guest Stars: Payton Spencer as Geneva | Mikaila Baumel as Larissa | Annette Chavez as Mrs. Lopez | Kristina Hayes as Sharon | Kathryn Winslow as Cynthia | Sybil Azur as Tara | Laurel Smith as Michelle | Zachary Brino as Bobby | Andrew Schaff as Jeffrey | Robb Skyler as Photographer | Nina Millin as Woman | Taylor Kinney as Jared Fox | Elaine Loh as Random Girl | Diana Burbano as Maria | Buddy Law as Ashton Look Alike | Gray Kooritzky as Demi Look Alike
Director: Bethany Rooney
Songs: Joshua Radin -- Closer, Young Love -- Discotech, Alexis Harte -- Red Balloon, Holiday -- Something Unusual, Amos Lee -- Sweet Pea, Force M.D.'s -- Will You Be My Girlfriend?

24 :02x19 - What About Calling All Friends…

Mar/26/2007
Dave and Deena's plans for a secret getaway to renew their wedding vows turns chaotic. Meanwhile, Brian and Adam's babysitting duties for Dave and Deena's daughters are interrupted when Natasha shows up with a work emergency. Brian calls on Stephanie to look after the girls, but when a crisis occurs, he realizes that Laura is the one he should have asked to help. And after Nicole and Deena's Icing on the Cupcake store starts getting great press, an overwhelmed Nicole finds herself alone and without any help to tend to the many new customers.

Source: ABC
Guest Stars: Stacy Keibler as Stephanie Conner | Lee Garlington as Mona |
Co-Guest Stars: Mike Kersey as Guy Customer | Payton Spencer as Geneva | Mikaila Baumel as Larissa | Mark Tomesek as Bill | Mark Kiely as Security Guard | Lou George as Customer #1 | Julie Wittner as Customer #3 | Ralph Cole, Jr. as Customer #4 | Rachel Quaintance as Casting Woman | Carmen Thomas as Stage Mother | Stevie Wash, Jr. as Kid in Cupcake Store | Jacob Newman as Boy on Train | Chris Bosley as Man in Line | Nancy Wetzel as Weary Lady | Michelle Shore as Customer #2 | Phoebe Holston as Mother | Vanessa Elliott (2) as Teenage Girl | Tuffy Williams as Hiker | Mark Allen Röemer as Store Patron
Songs: Mat Kearney -- All I Need, Bon Jovi -- It's My Life, A.C. Newman -- Miracle Drug, Amos Lee -- Shout Out Loud, Jude -- Stay
Warning: What About Brian guide may contain spoilers
Classification: Scripted
Genre: Drama
Status: Canceled/Ended
Network: ABC ( USA)
Runtime: 60 Minutes
Premiere: April 16, 2006
Ended: March 26, 2007
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