Competing for the attention of the same man jeopardizes the new found friendship between Ellyn and Melissa.

Gary evaluates the fate of his academic career as he undergoes tenure review at the college. Ellyn learns her building is going co-op, leaving her to decide whether to buy her apartment.

Gary and Susannah try to figure out what to do when they finds out that she's pregnant. Nancy misses a publishing deadline for her book.

CAPSULE: Ellyn, Nancy, Hope and Melissa go on a cathartic camping trip.

Melissa gets some camping equipment as a payoff for a photo shoot and the gang makes plans to take a camping trip to the Poconos. But Elliot gets a lead on some work, forcing Michael to have to tell Hope, who has been looking forward to the trip for months, that he can't go. Gary opts out of the trip, and Ellyn, despite her ulcer, decides to go. The four women set off in the car for the journey.

On the trail to Parker Cave, Ellyn is gung-ho and pushing the group until they get to the cave, then she's afraid to go in. Nancy and Hope remember the scary old tour guide at the cave from their youth. Ellyn says she'll hike around the mountain cave--seven miles!--rather than go through. Hope decides that she and the others shouldn't leave her. They hike until nightfall, then they make a camp. Nancy's ghost story makes Ellyn more nervous. In the tent that night, Hope inadvertently reveals to Nancy that Elliot had an affair

CAPSULE: Hope suffers a miscarriage just as Michael and Elliot begin work for Miles Drentell at DAA.

Elliot and Michael are in Miles Drentell's office interviewing for jobs at DAA. While they are there Michael gets a phone call from Hope at her obstetrician's office: the doctor has done an ultrasound and it shows a case of fetal demise. Hope acts stoic about it. Later Elliot calls with good news--they got the jobs, with offices and great pay. Mike tells him about the miscarriage.

Michael is reluctant to go in to DAA for his first day but Hope insists that he does. Mike and Elliot meet a fellow creative team, Angel Wasserman and Hollis Amato, who seem to be playing with the guys' heads a bit. In fact, they been assigned to the same account as Michael and Elliot, the Spingeri automobile. Michael returns home to Hope, who is glad to see him. The phone rings, and it's Elliot with some work, which secretly disappoints Hope.

Hope talks with Val about working for Synergy. Val encourages her t

CAPSULE: Nancy's and Elliot move closer to a reconciliation, to the disapproval of her visiting mother Eleanor.

Elliot and Nancy are spending an evening at Michael and Hope's talking about Nancy's upcoming book. Nancy says her mother Eleanor, who is coming for a visit, is OK with her but still can make her crazy. When Nancy and Elliot leave, they kiss goodbye like a dating couple. When Eleanor arrives, she asks about Matt, but Nancy mentions that Elliot has been ""around."" Later Elliot has dinner with Nancy, Eleanor and the kids. Eleanor makes it clear she doesn't approve of Elliot or his marketing idea for a ""monster doll"" book tie-in. Later that night Eleanor refuses to go to bed and leave Nancy and Elliot alone, so he leaves and sneaks back in Nancy's bedroom window. Still later, Elliot is downstairs raiding the refrigerator when he runs into Eleanor.

Nancy admits to her mother that she's seeing Elliot again. Eleanor still isn't ready to forgive him. She surprises Nancy by telling he

CAPSULE: Susannah and Gary become new parents after a difficult delivery. Melissa has a hard time accepting Gary's new status.

In a story told in reverse, the opening scene has Susannah in the hospital having a difficult delivery. Gary is there with her. We see earlier scenes of Susannah in pain, getting nauseous and being a little abusive to Gary. Gary calls Melissa but gets her machine. Michael is at the hospital with Gary. The doctor checks the dilating Susannah and sends Gary out.

Still going backwards: The labor starts getting difficult. Gary calls and leaves a message for Melissa, apologizing for what happened earlier. Melissa is listening but doesn't pick up. Gary gets ready for the hospital as contractions are starting. Earlier, Melissa is at his outside his house. She's brought a present for them--a car, albeit an old junker. Melissa argues with Gary, saying he hasn't given her a thought lately, and she stalks off angrily.

Back to the wedding shower: Susannah is looking a litt

CAPSULE: Gary's decision to quit teaching and stay at home with his new baby causes a conflict between him and his mother.

Gary and Susannah's new baby Emma cries for twelve hours and they can't figure out why. In the morning Susannah is reluctant to go to work, but Gary insists. She finds out there that the nearby homeless shelter might be closed to make way for condos, which gets her fighting spirit up. Gary's mother Eileen comes by while Hope is there and mistakenly thinks she is Susannah. After Susannah comes home late and the baby is put to bed, Gary tells his mother he's not going back to teaching; rather, he's going to be a househusband. His mother's reaction is simply, ""Oh.""

During the next day or two, however, Eileen makes it clear that she's not thrilled with Gary's decision to quit teaching. They argue about his deceased father, who wanted badly for him to go to law school. Eileen tells Gary that he's avoided every big decision he ever had to make and should concentrate on g

CAPSULE: Ellyn restarts her affair with Richard, this time in earnest.

Ellyn seems to be putting her flirtation with Jeffrey behind her, as she talks with Melissa about men and has a blind date with Billy Sidel arranged by Hope and Michael. Bur while leaving the gym one day there's a knock on her car window--and it's Jeffrey, who is willing to start the whole affair over again. She leaves him there, but later at home is thinking about him. Jeffrey calls and leaves a message for her to meet him tomorrow at a park. The next day Ellyn is there waiting in a torrential rainstorm, but before Richard arrives who should appear on the scene but Gary. Barely having avoided being seen, Ellyn lets Richard kiss her.

At the sauna Ellyn and Melissa talk about the blind date. Ellyn reveals she's about to start up with Richard again, though she knows it could be trouble. Melissa tells her to do what she thinks is good for her. Ellyn and Jeffrey meet for dinner and he tells her some of his marital histo

CAPSULE: While in Washington, DC about a possible job, Hope almost cheats on Michael with John Dunaway.

While Michael has gotten a big raise almost doubling his salary and lots of perks with his new job, Hope is disenheartened when the incinerator plan passes the city council after she made a presentation against it. Later she calls John Dunaway, looking for other ways to fight the incinerator and arranges a lunch meeting with him. At lunch she asks about a court challenge, but John is doubtful. At DAA Elliot tells Mike he should ask for a raise; Michael doesn't tell him he's already got it. That night in bed, Hope is kissing Michael, but momentarily imagines him as John. The next day John calls Hope with the news of a possible press relations job with an environmental organization in Washington, DC. When she senses Michael's lack of enthusiasm about the possibility they argue, she telling him that she always accommodates to his career.

When Hope tells Ellyn and Nancy about going to Wa

CAPSULE: Melissa starts a fledgling relationship with Miles. Ellyn and Jeffrey look for a new apartment.

Melissa gets a job photographing five notable Philadelphians for a magazine. She's a bit apprehensive, though, when she finds out that one of her subjects is Miles Drentell. As an interviewer from the magazine questions an expansive Miles, Melissa does her job. After the session, Miles and Melissa talk and there seems to be some surprising attraction. He asks to see her portfolio--over dinner. Elsewhere, Ellyn and Richard are rushing around, late for work. To Ellyn's surprise, Jeffrey agrees to her suggestion that they find a new place to live together.

Ellyn tells Michael she's not going out with Miles, but she does. At the restaurant things are awkward at first, but soon Melissa relaxes. She begins to talk about Michael and herself when they were younger, then catches herself. She tells him he's not what she expected. Later at DAA, Michael thinks that Miles let him take the rap fo

CAPSULE: Amidst a big company layoff, Michael is visited by a mystery man.

It's Halloween time and Ethan is fighting with his mother. He wants to be Freddy Krueger; Nancy says no. At DAA Michael comes into Miles' office and finds him lying on the floor to relieve back pain. In the office is the original 3-D nodel of DAA. Miles tells Michael he's in the office that used to belong to co-founder Duncan Arthur, who died there of a heart attack. He also tells Michael that a 10% reduction in the work force is needed and that it's his job to fire the people. Michael tells Elliot, who refuses to give him any input once he hears that Hollis and Angel are on the list. Working late that evening, Michael hears a squeaking noise. It's the janitor pushing his bucket.

Melissa is at DAA working with Elliot when Miles comes in the office. She's a bit frosty to him. Michael shows Elliot the list of layoffs. Hoillis is on it, but Angel is not. The door to Michael bathroom opens eerily, by itself. Michael

Amidst the celebration over the success of Nancy's cancer surgery, a terrible and unexpected tragedy strikes another member of the group.

Michael's fortunes seem to be rising at DAA, but Elliot is more dissatisfied than ever and is ready to quit the job, leading to conflict between the two.

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.