When Caroline's parents are stranded in Wisconsin by a snowstorm, Caroline reluctantly accompanies Del to his dysfunctional family Christmas - especially after he tells her that his mother still resents her never having brought a hostess gift the first time they met - leaving Charlie to house-sit Salty and attempt to spend some quality holiday time with his father. Meanwhile, while Richard tries to be enthusiastic about a delayed honeymoon trip to Hawaii, Annie tries to help Julia overcome her fear of flying with some tranquilizers that work all too well - and while defending herself to a furious Richard, lets slip the little fact that Caroline is ""still"" in love with him....

Acting as narrator, the Elevator Lady brings us up to speed on the events at last season's close culminating in Richard and Caroline's first kiss. Desperately aroused, Caroline and Richard pause only long enough for Caroline to run to the bathroom to brush her teeth; but once there she is confronted by a vision of four men: ex-boyfriend Trevor, the first man she ever slept with, the high school coach she had a crush on, and the first little boy she ever kissed. An angry dialogue ensues, and an inflamed Richard, overhearing, strips down - only to be walked in on by an angry Annie, who accuses him of exploiting Caroline's vulnerable state. Then Caroline emerges from the bathroom naked, only to be confronted by Annie and Charlie, the latter having arrived with an urgent message from Del: Eagel Greeting Cards is going out of business. A mortified Caroline dresses and rushes to comfort Del, only to discover that he is celebrating the sale of his company to a major conglomerate, and to be pr

Caroline and Richard's big night finally arrives, in the form of a romantic weekend booked in the perfect room at the perfect country bed and breakfast. What's wrong with this picture? Naturally everything: Richard's choice of the perfect negligée for Caroline to wear gets switched for Del's brother's barbeque apron; their room is given away to another couple who have gotten married after not seeing each other for 30 years; and the bed and breakfast is run by a bitter, bickering pair of neurotics who ultimately throw Caroline and Richard out. But Richard saves the day by getting Annie and Del to turn Caroline's apartment into a romantic fantasyland - which, we learn in the coda, they enjoy for several consecutive days...

Del has hired Caroline and Annie to provide the voices for his new promotional video, but when he comes to pick them up it turns out they have to perform it for the boss first as a puppet show - about menstruation. While Annie is in her office, Caroline searches in Richard's desk for a highlighter and finds his divorce papers, and Richard angrily denounces her invasion of his privacy. Of course Annie immediately lifts the papers, is forced to hide them from Richard, sees them dumped down the corporate mail chute, and has to enlist Caroline's help to wheedle them back from the bizarre and hostile mail room staff - leaving a reluctant Richard and a strangely eager Charlie to act out the puppet show for Mr. MacDermott, who reveals that he is only doing the animated cartoon as part of a community service sentence. Discovering that the divorce papers are two months old but that Richard has not yet signed them, and is therefore technically still married, Caroline confronts him - and he confe

Caroline tells Richard she thinks Julia is having an affair with a bullfighter during her Spanish holiday.

Things get a little stiff when an demanding elderly new neighbor, who is driving an initially sympathetic Caroline nuts, asks Caroline and Annie for a really big favor - to help out with the removal of her dead, naked husband. Meanwhile, Richard tries to sell his car, but the only bidder is Louis, a bizarre individual claiming to be a minister and promising eternal life in exchange for the vehicle. Charlie, smitten with Sophia, the beautiful new waitress at Remo's, offers Richard $500 (which he makes driving the car as a gypsy cab) so he can give the car to Sophia as a love token; but Richard decides to keep the car and drive it as a cab himself. Through all this, Del is obsessed with the idea that he is losing his hair and his looks.

Richard's father asks for his son's help in reviving an old comedy routine.

Caroline is aghast that Annie blabbed to Richard about her feelings for him, and tries to avoid his questions by inviting in a hyper-anxious knife salesman. When Richard discovers the truth about the answering machine message Caroline left for him (and which Julia erased), the two finally confess their mutual attraction, but quickly agree that they have both moved on. But a dinner double date at Caroline's turns into a competition for happiest couple between Caroline & Trevor and Richard & Julia - until they all wind up in an emergency ward with food poisoning from Caroline's fish chowder. Meanwhile, Annie tries a song and dance routine to help Del and Charlie defend their greeting card trade show turf against Del's evil brother Garner.

Annie's sister Donna, who has come to town in hopes of reviving her singing career, discovers Richard's secret love letter to Caroline (inside Annie's diary) and uses it as inspiration for a new song, to Richard's horror and Annie's fury, since she has been using the letter to blackmail Richard into taking her mother to electrolysis appointments. Caroline is preoccupied with her perfect plain black pumps, which she left in Joe's apartment; after a fruitless quest to replace them, she sneaks in to retrieve them, and is found by a repentant Joe. Meanwhile, Del and Charlie get snowed in - inside Del's Porsche, with the keys and his cell phone locked in the trunk by Charlie.

Realizing Caroline never received his love letter, Richard labors to retrieve it from her friend's apartment.

Del asks Caroline to help him woo one of his father's biggest clients, a greeting-card store magnate who misunderstands what the cartoonist has to offer. Meanwhile, Annie resents Richard's relationship with her mother, and a friendly game of bocci turns ugly.

As Caroline and Richard prepare to leave for Italy to visit his newborn son, Richard makes a confession that gives Caroline second thoughts about their future together: he never wanted to have children. But when he arrives alone in Italy, Richard discovers that Julia has abandoned the baby, and slowly becomes a model father. Meanwhile, Annie and Del begin a clandestine relationship. Flashing forward six months later, the series finale finds Caroline headed to the altar with Randy, when an unexpected guest arrives during the wedding ceremony: Richard, holding his infant son...

After deciding they can't wait to get married, Caroline and Richard plan their nuptials for the following week. But while Caroline and Annie search for the perfect wedding dress, Richard shows up at the bridal shop with a bombshell announcement regarding his ex-wife: Julia has given birth to their son. Caroline gets an unexpected visit from Randy; and Annie and Del flirt with the idea of having a no-strings-attached fling.

After Annie is beaten out in an audition by an untalented but well endowed rival, she announces her intention to have breast augmentation surgery during a Thanksgiving dinner already complicated by Del's turning up with a frozen rather than pre-cooked turkey and the bizarre behavior of mailroom Dave. Unable to talk Annie out of it, Caroline then beats her to the doctor's office to consider treatment herself after Richard's ill-timed admission that he has fantasized about her with larger breasts. A fantasy sequence in which Caroline imagines special treatment aboard a plane convinces her to stay with what she's got. Meanwhile, Richard has taken Caroline's riposte (that she has imagined him with darker, sexier hair) to heart, but when Del's current girlfriend shows up to rescue him from the effects of an amateurish home dye job, she realizes Del stood her up for Thanksgiving and storms out, leaving Richard to deal with a bad case of chemically induced hair loss.

Caroline settles into her new workplace, where she inadvertently - and immediately - ticks off office manager Plum, who banishes Caroline and Richard to the basement. Meanwhile, Annie lusts after her yoga teacher Jonathan, but learns from Angie that he is a former porn performer.

Caroline tells Richard she thinks Julia is having an affair with a bullfighter during her Spanish holiday.

Julia and Richard's marriage counselor starts work as Richard's replacement but finds that everyone still wants him to give them relationship advice.

Julia throws a surprise birthday party for Richard by inviting everyone in his address book, under the impression that they are his friends, which results in a gathering chiefly of his ex-therapists - one of whom is interested in Annie, to Richard's horror. Meanwhile, the discovery that she has been getting illegal free cable for years puts Caroline in a moral spin, since the rest of the building is hooked into her outlet and anxious for her not to do the right thing.

When a doodle of a porcupine drawn by Richard gets into a stack of Caroline's greeting card designs by mistake, Del tries to convince Richard to develop the idea into a character of his own - but Richard protests that he is a real artist, not a cartoonist, throwing Caroline for a loop. Annie can't seem to shake a recurring five dollar bill with ""Repent"" written on it, and her mother tries to convince her it's a sign from God that she should return to the Church. When Caroline accidentally gets locked inside the laundry room overnight, her encounter with a bum who used to be a trucking magnate convinces her she has made the right career choice. Richard succumbs to Del's monetary temptation and produces a series of increasingly gloomy and unusable porcupine cards; and he finally apologizes and admits that he admires Caroline's professionalism as a cartoonist. Meanwhile, when a telegram stripper shows up at Del's office by mistake (she was supposed to be at a law firm), Del hires her as r

When Salty begins behaving oddly, Mark recommends that Caroline consult a cat therapist. Although the woman is a complete fruitcake ""not allowed to practice on people any more,"" she accurately pinpoints the problem as Richard's fear of caring for animals. He confesses that he suffered a childhood trauma at the hands of his teacher, Mrs. Fox, when both the class gerbil and rabbit died while in his care and she condemned him as an ""animal killer."" Annie, who has been fixed up by her mother on a blind date with a peculiar forest ranger, helps Caroline track down the retired Mrs. Fox and convince her to make amends with Richard. This doesn't work out quite as planned, since Mrs. Fox also bites the dust.

Joe refuses to accompany Caroline to an award ceremony because one of the sponsors uses animal products; so she calls former date Willard, whom she dumped because he was fat and balding. After Charlie takes him to a Jewish singles event by mistake, Del lies about his background to date an attractive woman who parents will only allow her to date Jewish men. Willard shows up a reformed hunk who only came to tell Caroline to go to hell - ""And I'm rich, too!"" Aghast that Del plans to tell Risa the truth only after they spend a weekend together, Caroline points out delicately that if they sleep together Risa will know only, because Del is a ""turtleneck kind of guy."" So Del books himself into hospital, telling Risa he needs his ""tonsils"" removed; but she shows up to confess that she is eloping with her former boyfriend, who isn't Jewish either. A reluctant Richard escorts Caroline and even more reluctantly dances with her. Just as they seem about to have a tender moment, Joe appears, having

When Richard learns of Del's proposing to Caroline, he goes searching for another job, and is seduced by his just-divorced employment counselor; Remo and Annie try to convince a skeptical Caroline that she's oblivious to Richard's feelings for her - and hers for him.

An ominous dream, an inexperienced priest and a surprising love letter threaten Caroline's wedding.

Realizing Caroline never received his love letter, Richard labors to retrieve it from her friend's apartment.

Richard tries to adjust to his new apartment, where he is plagued by noisily amorous neighbors; Joe tries to adjust to the fact that Caroline plans to remain friends with Del; and Annie frantically tries to adjust her financial records when she is notified that the IRS is auditing her for 1993, a year she barely remembers. Her bad-tempered auditor is under fire for being too lenient with his clients, but when he learns she is a dancer in Cats, he strikes a deal: she'll ""never have to pay taxes again"" if she can get him an audition for the show. Enter 'producer' Del and 'director' Charlie. Meanwhile, disturbed by Joe's jealousy, Caroline makes up her mind to break a date with Del by telling him she's been called out of town.

Three months have passed, and Caroline is thinking about advertising for a new assistant, so Charlie tries to demonstrate he would be perfect for the job and knocks Salty out the window. Sparks fly between Caroline and the vet who treats Salty, despite her fears that at 24 he is much too young for her. Meanwhile Richard, having failed as an artist in Paris (his only customer is knocked into the Seine just before buying some paintings), returns to New York and is forced to take a menial job in an ice cream parlor, where he just misses seeing Caroline on her first date with Joe, during which they helped raid an animal experimental laboratory and were arrested. (One of the participants is Shelly, still wistful about Richard, in her final appearance to date.) Caroline wakes up in bed with Joe and is unable to sneak out before he wakes and demands to see her again that evening, and on her way home she and Richard suddenly meet face to face.

When Caroline calls her out on always blowing her off for male dates, Annie makes a deal: they will go away together for a weekend skiing trip and ignore men. Naturally, both immediately spot exceptionally interesting men: an old school chum of Caroline's who confesses to having had a mutual crush, and for Annie a handsome tycoon. Meanwhile, Richard is hoping that his relationship with a fellow philosophy student won't remain Platonic, but the tryst he arranges in Caroline's apartment while she is away is invaded by Del and Charlie, who intend to make themselves at home to watch sports.

Caroline's parents (Holliman & Hartley) roll out the red carpet when she visits her home town for a ceremony in her honor, but something smells fishy when her brother (who has upstaged her all their lives) arrives with big news of his own.

Sparks fly between Caroline and Randy when he pays her a surprise visit in New York and they end up getting stuck together in a subway tunnel for two hours. Meanwhile, Richard gets his first real break as an artist when an eccentric gallery owner offers to exhibit his work -- but only if he can create another 'bleak' painting in time for the next day's show.

Caroline tries to right an old wrong by giving up a romantic weekend in Boston with Richard to help out a visiting childhood chum, Joanie, whom Caroline once bullied in school. Meanwhile, a lonely Annie finds unexpected companionship with a smooth-talking parrot when she agrees to bird-sit for Dave, and Del has trouble accepting the fact that his new girlfriend Lisa is taller than he is.

Annie is really in love with her new boyfriend, a recent ex-con who did time for breaking and entering - and who is the obvious suspect when Caroline's apartment is burgled. Richard is upset because one of the stolen items was his painting of his mother's womb.

Ultra-competitive Del has feelings of inadequacy after meeting Caroline's debonair ex-boyfriend Marco, especially when the towels come off at the gym; Caroline and Richard are hired to paint a mural for the bedroom of Martin Lapper, a demonic spoiled rich kid.

Richard, Del and Annie are apparently successful in their combined effort to knock the Christmas spirit out of Caroline, but when she appears to have lost all interest in her annual tree-trimming festivities, her alarmed buddies declare an emergency trip to nearby ""Christmasville,"" only to discover that Caroline engineered the whole thing. When even the local re-enactment of A Christmas Carol doesn't do the trick, a furious Caroline tries to drive away and backs into the town's main transformer, blacking out all of ""Christmasville"" and condemning them to slave off their sentence in Santa's workshop.

Caroline and the gang visit her family's home in Wisconsin and learn her parents are selling the house. Distraught, she prolongs her stay (while Richard unwillingly bonds with the locals), and ultimately decides to preserve her childhood memories by buying the house herself.

Being too picky could cost Caroline the chance to reclaim money she lost at a malfunctioning ATM, since she doesn't really want to bank staff to see her picking her nose on the videotape record of the transaction. Meanwhile, Richard may end up in the doghouse after he attempts to dump the clinging Shelly on the pretext that he is allergic to her beloved dog.

Caroline is annoyed that Del refuses to accompany her to the opera; then her interfering Aunt Mary arranges a blind date with an old high school classmate of Caroline's, who turns out to be handsome, successful and rich.

Botched attempts to plan a holiday trip with Del lead Caroline to reconsider their relationship; Annie brews an elaborate scheme to help Richard break up with Shelly.

A funny thing happens to Caroline on the way to "The Tonight Show"; Charlie thinks he's found his father.

Caroline's former colorist Jeannie comes back to town on a mission: she and her husband can't conceive, so she wants Caroline to donate an egg; Annie naturally seizes the opportunity to make Richard paranoid that Caroline plans to re-hire Jeannie. Meanwhile, Del has a close encounter with his old Porsche and gets himself hired as a male escort for the company that now owns his former automotive love.

In a surreal take-off on both The Outer Limits and The Twilight Zone, Caroline insists that Richard work late once too often for Julia, who accuses Caroline of being an inconsiderate employer and says that she should ""walk a mile in my shoes."" Caroline instantly finds herself doing just that, since everyone now sees her as Julia and Julia as Caroline, while (in the best touch) Charlie narrates a la Rod Serling. Caroline discovers the advantages of being the gorgeous Julia - the customers at Remo's don't care that she's an incompetent bartender so long as they get to ogle her behind her back - but is frustrated in her attempts to take advantage of the ""special thing"" Richard wants Julia to do with him as soon as they get home.

Caroline's agent (Taylor) likes the idea of featuring her comic-strip character on a cereal box, but the artist flakes out after a closer look at the product, which she feels has an unfortunate resemblance to a certain part of the female anatomy. A chaotic focus group sessions does little to allay her misgivings.

Caroline becomes convinced that Richard is having an affair - but he is really moonlighting as a used car salesman to earn extra Christmas cash. Enter Del and Charlie in search of a used Porsche.

Caroline hires Richard as her new colorist, and takes Annie's advice to try getting a date by throwing fruit out her window.

Richard and Del bend over backwards to help an injured Caroline complete her work in time for a deadline, but things go from bad back to worse when medication dulls her pain - and her mind - so Richard and Del have to finish the strip for her.

Annie's been dating Seth Rudetski for six weeks now, and he's decided it's time for her to meet his parents, an intellectual couple who run ""Nothing Trivial,"" a quiz show broadcast to colleges on public radio. They turn out to be big fans of Caroline's strip, and persuade her to appear as a celebrity contestant - a decision that revives her childhood trauma (seen in a flashback) of freezing under the pressure of a state spelling bee. While Del and Charlie try to coach her through her anxiety, she appeals to Richard - and Julia steps in with a solution of her own. Meanwhile, Annie's feeling pressure of a different sort: from the excessively close relationship between Seth and his doting parents. (.)

An unusual episode focussing on Del, who for once has an adult problem after he hears some shocking news from Laura, a former fling who's in town for the weekend - together with the daughter she had by Del but never told him about. Torn between a burning desire to meet his child and his terror of being a total disappointment to her, and Annie's brother quits his job to become a painter after he misinterprets Richard's evaluation of his work as an artist.

Annie's mother arrives unexpectedly and moves in with her, to her mounting dismay, but refuses to tell her why - then confesses to Caroline that she has left Annie's father. Annie demands a showdown with her father, who in turn confesses that this is no ordinary spat: he is in love for the first time in his life with another woman. Meanwhile, Richard takes a temporary job as a gift wrapper for Macy's, but his bad attitude gets him demoted to elf; and Del and Charley become convinced that their new assistant is a psycho killer, since all the people on her resume turn out to be dead.

An ecstatic Annie bursts in on Caroline and Trevor to announce that her mother is finally moving out to live with an aunt in the suburbs. When Caroline discovers that Trevor has left his toothbrush behind, she begins worrying about whether their relationship is moving too fast, then decides to get a key cut for Trevor, then takes Annie's advice not to give it to him yet - only to discover that a distracted Richard has already done so. Both Richard and Caroline pursue Trevor to his gym, where they have to fend off the attempts of an over-motivated employee to sign them up as members and where Caroline and a flustered Trevor finally reach an understanding of sorts in the steam room. Meanwhile, Del and Charlie pursue their daftest promotional scheme yet: kidnapping the Central Park groundhog so that when he emerges he will be wearing a little Caroline in the City cape. Naturally, this scheme backfires, along the way ensuring that Annie's mother doesn't move out after all. (So now that she

When Caroline's mother visits, Annie becomes upset at the blandness of their relationship and encourages Caroline to have a healthy fight as she and Angie do. When Caroline timidly tries to open up to her mom, Margaret repostes with a real shocker: she hates Caroline's comic strip. Meanwhile, Del and Charlie go to Atlantic City at the request of a potential investor, and Richard tags along for the free ride, desperately trying to finish the new John Grisham thriller while resisting everyone's determination to tell him the surprise ending.

For insurance purposes, Del and Charlie pretend to be gay, but then Del meets a beautiful woman at a party, and in trying to pursue her gets himself and Charlie invited to be the couple of honor at a gay pride rally. Meanwhle, Richard reluctantly agrees to change his appearance so that he'll be picked for jury duty, and Annie lies to her mom about her dad's fiancée.

Del's unexpectedly generous Christmas gift - a pair of ugly but valuable earrings - makes Caroline question his intentions. Richard paints a commissioned nude portrait of a beautiful woman (Udenio) who has a well-connected husband - well -connected in ""the Family,"" according to a frightened Remo. And Annie can't remember her New Year's Eve party at which she met a man who has since telephoned her to confirm their date.

Richard wins a chance to make his dreams come true by sinking a $100,000 three-pointer during a Knicks game.

On Halloween, Caroline and Richard go on their first date, but she's disappointed when she thinks he didn't plan anything special; Del fears he's going to be fired. MacDermott: Edmund L. Shaff. Zorro: Clint Carmichael. Caroline: Lea Thompson.

Caroline is blown away by an opportunity to march in the Thanksgiving Day Parade - something she had dreamed of since high school mononucleosis kept her out of her marching band - when the giant balloon of her character Caroline escapes, injures parade marshal Florence Henderson, and threatens Staten Island.

Caroline must face dinner at Remo's with Del's parents alone when Del doesn't show up; Del is trapped on a stalled subway with Charlie, who insists on sharing his ideas for greeting cards for pets; and Richard's non-plans for his 30th birthday change when Annie visits to exchange swapped video rentals.

Richard is mugged and robbed of his wallet and portfolio - containing Caroline' s drawings.

Caroline's having a really bad hair week because her shower's been out of commission for several days and she can't get the super in her building to repair it. A deliveryman at Remo's suggests she hire his brother-in-law who specializes in persuasion; then an aghast Del and Richard explain to her that she has inadvertently hired a hit man. Trying to protect Mr. Tedescu, Caroline shadows him to head off the hit, which involves getting Richard glued to the pipes in the Elevator Lady's apartment. Meanwhile, Annie's agent wants to make her famous by publicizing her saving an audience member's life with CPR. The catch is that the man was with his mistress and doesn't want any publicity - especially when his wife assumes that Annie is the other woman.

Richard gets a chance to have a painting exhibited at the New York Public Library, but falls victim to on-line addiction at a cyber cafe. An outraged Caroline files a complaint against a rude cabbie, but Richard is her only witness (""A rude cab driver in New York? What's next, tall buildings?"") and fails to show up at the hearing. Meanwhile, after literal years on the waiting list, Annie finally gets an appointment with famous hair stylist Olaf, only to have Del and Charlie invade her session with a ridiculous scheme to market the hair sweepings of the famous - which Olaf loves.