Joan and William vie for a senior partner position, and are shocked when the firm instead brings in an outsider, Sharon Upton Farley. They plan to demonstrate their outrage by walking out, but only one of them follows through with it. Meanwhile, Lynn and Maya help Toni deal with her fears after Todd asks her to take an HIV test.

Maya becomes depressed and lonely after moving into a new apartment, despite the presence of a handsome and friendly neighbor. Toni and Todd take her on a double date with a friend of his, with disastrous results. William takes Monica on a romantic Italian vacation, where he plans to break the news that he has quit his job. Sharon invites Joan to her book club, then proceeds to humiliate her.

Toni and Todd's relationship is thrown into flux after she inadvertently mentions marriage. When Toni goes into hiding, Todd seeks the assistance of her friends, who convince him that Toni loves him and help him confront his own feelings for her. Meanwhile, William finds himself extremely attracted to Sharon, leading to an odd face-off with Monica.

William and Sharon decide to continue their relationship, even after he re-joins the firm. Joan discovers that the two are together, and inadvertently blabs about it to Sharon in a moment of anger. Sharon breaks up with William, who shuts out Joan. Joan tries to rectify the situation, only to make things worse. Maya is desperate to find out what is going on when Joan fails to share the gossip with her. Meanwhile, Toni asks Lynn for tips for her wedding night.

Joan's enthusiasm about her new engagement is tempered when she learns that Brock doesn't want to have children, but she decides to relax and just focus on the immediate future. However, the issue continues to gnaw at her. Brock explains that, although his behavior may seem selfish, he believes it is wrong for someone to have children that they don't truly want. Joan tries desperately to change his mind; but he insists that they could be around kids by playing an active role in the lives of the children of family and friends. Joan ponders this for a while, but ultimately decides that she wants to have children of her own. Brock insists that they can have kids, but Joan fears that he would grow to resent her. They have a tearful break-up. William, determined to beat Joan to the altar, proposes to Lynn. He promises to support her financially and let her live at his place. Lynn learns that Joan and Brock have split, but keeps it to herself until after she has married William. Me

Joan grows increasingly bored with her job. William notes that she doesn't hold the passion for the law that is required to truly succeed in their profession. She feels rejuvenated as she helps re-decorate Lynn's apartment. As Lynn returns some items she ""borrowed"" from her friends, Joan is furious to discover that Lynn forgot to send in Joan's application to the Fashion Institute many years ago. Joan had believed that she had been rejected, and had decided to go to law school because she didn't think she could make it as a designer. She lashes out at Lynn and blames her for changing the course of her life. Joan confides in Sharon about her dissatisfaction at work, and Sharon quickly takes her gripes to Swedelson. Joan assumes that she is about to be fired and tries desperately to get her job back. Much to her surprise, she receives a promotion. However, she realizes that her new success hasn't changed her feelings about her job, and decides to quit. Meanwhile, Maya receives

William is made a senior partner in the law firm. He is thrilled about this, as is Maya, who will now get a substantial raise. He brings a beautiful date to the party honoring his promotion. Joan comments that he now has everything he wants, but William still feels as though something is missing. He talks with Swedelson at a strip club. Swedelson says that William should not pursue a relationship with Joan and instead advises him to go after Sharon, who had earlier seemed to be sending William signals. However, William discovers that Sharon is involved with the building's security guard. He goes to Joan's house and tries to share his feelings with her, but backs down after she talks about thinking of him as her ""big brother."" Meanwhile, Toni, Maya and Lynn enjoy the benefits of an especially friendly masseuse.