Michael's jealousy is aroused when an important client make it clear he prefers Elliot. Meanwhile, Hope and Nancy try to come to terms with computers.

Michael's old girlfriend from college pays a visit.

Flashback scenes of Michael and Elliot meeting, working together, and forming their own company are interspersed with the present-day dissolution of the Michael and Elliot Company. The two have serious disagreements which threaten their friendship.

CAPSULE: Elliot gets involved with his wayward father. Ethan suffers an injury.

Elliot goes to see his divorced father Charlie who is in town. Charlie introduces him to a woman friend, Roberta Sessions, in a bit of an awkward meeting. When they go to Elliot's sister Ruthie's house for dinner, she gets irritated because her dad won't stop talking business with her husband. Ruthie takes Elliot aside and warns him to not give their dad money or get involved in his schemes. She reveals that Dad never paid for her college like he promised. Charlie tells Elliot he regrets some things in the past, but just looks to the future now.

Soon Charlie has Elliot involved in doing some presentation work for a business idea he has. Elliot has Ethan with him at Charlie's hotel room when Charlie shows up with a sitter and says he's taking Elliot out to dinner. Elliot goes reluctantly. While there, they run into Nancy out on a date with Matt Enwright. She and Elliot have a big fight about leaving Ethan w

Michael takes a creative writing class, as does Nancy. Michael incurs Nancy's wrath when he writes about something he heard about her in confidence from Elliot. Also, Michael and Elliot get new jobs working for Miles Drentell at DAA.

CAPSULE: Hope is writing an article that could affect Susannah's Race St. Project, driving a wedge between her and Gary.

Gary and Susannah are proceeding with preparations for parenthood. Melissa doesn't care for Susannah at all and thinks the relationship won't be permanent. Meanwhile, Hope gets a nibble from the Philadelphia Inquirer about doing a story on the Race St. Project. After talking to Rosie at Race St., Hope goes to City Hall to see what Ellyn, fresh from her breakup with Woodman, has to say about the organization. After a few questions about the government's relations with Race St., Ellyn gets a little circumspect, then asks Hope to turn off her tape recorder for the rest of the conversation.

Hope tells Michael about irregularities with grant money received by Race St. When Michael tells Gary about this, he's sure Hope and Ellyn must be mistaken. But when he talks to Rosie, she tells him some of the allegations are just practical things that a place like Race St. has to do

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: 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: 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 finds new support from another cancer patient, but their relationship threatens her closeness with her own family.

Nancy has been receiving chemotherapy and as a result has been feeling ill a good bit of the time. The experience, along with the movie Fantastic Voyage, has given Ethan a new idea for another story to do with his mom, one in which a whole planet is sick. At her support group for cancer patients, Victory Partners, Nancy meets a woman named Beatrice Holden and they go out for coffee. Beatrice talks to her about getting a new circle of friends for support. She attends a meeting at Beatrice's place and finds the frank talk and even humor about death a new, liberating experience. As Nancy comes more under the influence of Beatrice, she becomes ""radicalized"" and starts talking about carcinogens and other cancer-related matters endlessly. At dinner with the Steadmans, Melissa wonders out of Nancy's presence why she's so mad. When Nancy puts forth opinions on carci

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: An offer of a new job for Susannah leads to her and Gary taking a bold and unexpected step in their relationship. Ellyn finds out that Jeffrey is going back to his first wife.

Early in the morning Richard is getting ready to leave on a business trip, but Ellyn makes him stay for coffee. He seems very distant this morning, but gives her an extra kiss and says ""I love you"" before he leaves. Susannah has received a great job offer from a foundation in New York, but she tells Gary that of course she won't take it in light of their new situation (her pregnancy). At Race St., Susannah finds that a leaky roof's collapse has ruined boxes and boxes of records. The situation there makes her long for the job in New York, and she now tells Gary she's thinking of going to see about it. Ellyn calls Indianapolis to talk to Jeffrey and finds that, unbeknownst to her, he has gone on to Los Angeles.

At a gathering at the Steadmans' Gary and Susannah talks separately with Michael and Hope about

CAPSULE: The ""friends of friends"" Gary and Ellyn become closer, but it's Billy Sidel that Ellyn is really interested in.

Ellyn haltingly tells her therapist that she wants to terminate her treatment. Gary is at the market check-out line flirting with the attractive young clerk. Is she perhaps a little interested in him? With Susannah out of town, Gary has arranged for a sitter so that he and Ellyn can go to a movie. At the theatre Ellyn spies Billy Sidel, the friend of Hope and Michael's that she once went on a blind date with. When he speaks to her after the movie, there's a little bit of tension since Gary is around, but Ellyn and Billy are obviously glad to see each other. Later Ellyn calls Billy and begins to leave a rambling message on his machine when he picks up the phone. Hours later they are still talking and making plans to see each other. (But ""not a date?"" Ellyn wants to be assured.)

Gary once again flirts with the friendy clerk, Claire. Ellyn tells Hope and Michael about t

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.

The stress of working at DAA becomes too much for Michael.

Michael gets a job offer in California. While out there, he runs into Elliot and they talk about forming another partnership. But Hope is adamantly against the move, so much so that her and Michael's marriage is threatened.