The cast presents a heartfelt tribute to Madeline Kahn, with clips highlighting her character Pauline.

Hilton is caught in the middle when his curmudgeonly friend, Tim, stages a rent strike against his landlord.

After Jurnee expresses her fondness for schoolmate Kevin and he retaliates by shoving her on the school playground, amateur psychologist Hilton explains his theory of how ""playground scarring"" can affect a woman for life. According to Hilton, when women are unable to trust, unable to commit, their problems can always be traced back to a bad playground experience when they were deeply humiliated by a boy they liked. To this day, Ruth has problems with trust because of a certain Kenneth P. Watson, who purposely teetered when he should have tottered, requiring a young Ruth to get stitches. When it comes to Jurnee, however, Hilton is determined not to have history repeat itself.

When Ruth and Hilton have a major fight they assess the changes in their lives.

When Ruth's high school friend Charlene comes to town for a visit during her worldwide singing tour, she gives Ruth the chance to sing with ""The Charlites"" at a charity function and accomplish her unfulfilled dream of a glamorous night in showbiz. Years earlier, Ruth passed on a chance to join Charlene in trying to make it big as a singer. Charlene went on to become an international superstar -- and Ruth stayed at home with Hilton. But now that Ruth has a chance for a turn in the spotlight, she plans to seize the moment -- that is, if she can get out of bed after the painful dancing rehearsals. Meanwhile, Hilton has begun his latest business venture -- putting together craft kits to make the 'Bunny in the Hutch.'

While searching for a rare part for his beloved turntable, Hilton bumps into an old friend from his bachelor days, Fred. When Hilton and Fred start reminiscing about how they double-dated sisters Mattie and Roberta Singleton, Hilton decides to play matchmaker and prompts Fred into learning whatever became of Mattie. Even now, years later, Fred can't help wondering what might have happened if they remained a couple.... and, thanks to Hilton, he may finally get a chance to find out.

Hilton's steaming when a klutzy customer spills coffee on her dress, admits it's her own fault---and then sues the Flower Cafe for $3000.

Hilton is sentenced to a life without pork chops, barbeque ribs and bacon when a doctor's visit reveals a too-high cholesterol count. A mouth-watering meal for Hilton now consists of tofu, steamed broccoli and ""not-wurst"" imitation hot dogs. New Jersey Nets player Jayson Williams guest stars as Jurnee's teacher, who adds his two-cents on the subject of of Hilton's eating habits.

When Griffin accompanies Hilton to ""Grandparents Day"" at Jurnee's school and adds his two cents to the science lesson, it quickly becomes apparent that he is a natural at teaching and holding the kids' interest. Who would have thought?? Hilton is thrilled that Griffin has uncovered a talent for this most noble profession, while Erica is more than ticked off when she learns that Griffin achieved a higher GPA than she did in college. At first resistant to the idea of working hard for little pay and loads of responsibility, Griffin is ultimately swept up with the idea of molding the minds of America's young -- heaven help them.

Hilton tries to convince the Social Security Administration that he is not dead.

A befuddled old gent from the neighborhood stops by Hilton's to borrow a video cassette and, as fate would have it, winds up on a blind date with Pauline.

Hilton has to keep a naked lady in his bathroom a secret. Hilton was too embarrassed even to look at Monica, the nude model in his art class. But when he tries to help her out by loaning her some of his clothes, he ends up hiding her rather than having to explain his good deed -- which just might be misinterpreted.

Hilton is shocked to find out that an antique store where he has a new job is really a front for illegal activity: a brothel the police are planning to raid. When the cops want Hilton to help put the criminals out of business, he overeagerly accepts the challenge to do his duty as an American citizen and take part in their ""undercover sting operation."" Meanwhile, he is sworn to secrecy about his assignment and is therefore unable to stop Ruthie from spending the paycheck he knows he will never receive.

Erica and her girlfriends, unable to find ""Mr. Right,"" take Ruth's advise about changing their dating habits and set out on ""The Great American Manhunt."" As the girls despair about their single state, Ruth tries to explain that men are like old cars - you've just got to find one that works, and if you take care of it long enough, eventually it'll be worth something! Taking her advice, the ladies set out in search of the guy least likely to turn into a lemon!

When Ruth's snobbish sister-in law Debra throws an engagement party for her daughter, Hilton and Ruth try to steal some of Debra's thunder. They arrange for Erica to bring a handsome date to the party, but they get some unexpected results. When the night of the big engagement party finally arrives, Erica discovers that the date she chose for Erica, Philip, has turned from the choir boy she knew into a funky rapper. Hilton is surprised to find that Arthur, his candidate, is now a bicycle repairman. But Debra is the most shocked of all when her picture perfect evening has a not-so-perfect ending. Meanwhile, Griffin makes some serious moves on his date, Tammy, a young woman trying to get over a broken heart.

Hilton is overjoyed when he meets new friends Chuck and Larry and joins their ""Older and Out"" team, since he's also older and he's ""out"" keeping busy. Ruth discovers that Chuck is gay, and she mistakenly believes that her husband of more than 30 years may have feelings for a man! Blaming herself for letting the spark go out of the marriage, Ruth sets off to win him back before a surprised Hilton discovers the real meaning of ""Older and Out.""

Hilton's cousin Earl has secretly checked himself into the hospital for a colonoscopy procedure, not telling his wife Lillian because he doesn't want her to worry. Hilton is going to visit Earl, and he warns Ruth and Pauline to keep Earl's secret from Lillian, who's coming over to visit. Erica is sorting through some of her childhood possessions and finds her jacks, which leads to an impromptu jacks tournament among the women. At the hospital, Hilton tells Earl not to worry, Hilton won't leave his side. When Hilton accidentally spills coffee on himself and puts on a hospital robe while his clothes dry, he gets taken into the operating theater by mistake. When Pauline slips and reveals where Earl is, both Lillian and Ruth head for the hospital.

It's Valentine's Day, and when Hilton realizes that he has bought Ruth a scarf that she already has, it's back to the drawing board. When she mentions that she'd love to see singer Jeffrey Osborne, who's appearing at the Steinway Club that night, a desperate Hilton says that he has tickets and was going to surprise her. Since Valentine's Day is a very busy day at the flower shop, Hilton tries to help Ruth and Pauline, but he buys the wrong flowers at the flower mart and causes the delivery truck to be towed. Ruth refuses to get angry with him because she thinks he's taking her to see Jeffrey Osborne. Hilton is at a complete loss, when Griffin realizes that Charlie, a buddy of his, is a waiter at the club, and maybe he can get them in. Hilton and Griffin arrive at the club just as Charlie is being fired; Hilton pleads with Jack, the abrasive club owner, but Jack not only laughs in his face, he bans him from the club. At that point, Hilton's temper flares; he tells Jack off and storms ou

Griffin is helping Hilton fix the bathroom door when Wendy arrives very upset and looking for Pauline, her godmother. Before she leaves Hilton has given her $45 to help pay her overdue phone bill. Later Pauline learns that Wendy is in debt for over $15,000, and she's determined to teach Wendy some fiscal responsibility, and she tells Hilton it will be a long time before he sees any of his money. Hilton goes to the bank and learns that not only has his bank has merged with another bank, but also that the computers are down and he can't withdraw any money. After a long, frustrating wait, Hilton uses the ATM machine outside the bank, and, instead of the $50 he requested, the machine gives him $11,000. Hilton is tempted to take the money and run. When Ruthie comes home, Hilton expects a compliment for fixing the door, but instead she discovers a huge scratch that Griffin has made in the wall. When Ruthie learns about Wendy and all her debts, she says she'll forgive the scratch in the wall

Deceit weaves a tangled web around Hilton, who tells ""one little lie"" and then, to keep up the ruse, finds that he must pretend he's someone else -- and not married to Ruth. In order to avoid attending a wedding, Hilton fibs about needing brain surgery -- and pays a high price. Hilton is always frustrated by everyday deceits, including truth in advertising. Nevertheless, he makes up the lie to avoid attending the Sunday wedding of the son of Ruth's friends, Elaine and Dave, which interferes with his watching sports on television. Pretty soon, he's ensnared in a tangled web of his own making..

Although Hilton thinks he's going to fight crime in his new job as a security guard, he ends up as a glorified doorman who gets more than he bargained for. After Hilton graduates at the top of his class in security guard training school, he is assigned to his post at a fancy apartment building and is ready to be a crime fighter. Although he quickly learns that the job requires many things not taught in class -- like dealing with precocious young children who won't leave the lobby and walking the tenants' dogs, his professional training comes in handy when a robber breaks into the building on the night of the World Champion New York Yankees celebration party, which is attended by manager Joe Torre and pitcher David Cone (guest starring as themselves) -- only after they prove their identity to the overzealous Hilton!

Griffin tries to encourage both his students and the Lucases to eat healthier foods.

Hilton is stunned when 11-year old Jurnee, left in his care while her father is away, returns from a friend's birthday party drunk. Hilton and Ruth are adamant about finding out who spiked the birthday punch and caused several of the children to awaken to wicked hangovers the following morning. But, Jurnee is not budging for fear that she will be labeled a squealer among her friends. Hilton is determined to make Jurnee understand that protecting the guilty person is sometimes just as bad as being guilty yourself.

When Hilton offers to make Jurnee's Thanksgiving Day Parade turkey costume from scratch, it comes out to be just that.... a turkey of a costume. So imagine Hilton's joy when the queen of domesticity, Martha Stewart, shows up at the coffee shop bearing the most realistic looking turkey outfit that anyone's ever seen and leaves it behind by mistake. But, when Martha Stewart returns asking if anyone has seen the costume, will Hilton's guilt get the best of him... or will Jurnee be the best-dressed turkey in the parade?

Griffin and Erica work out a financial deal to move into Griffin's house on a landlord-tenant basis -- thus giving Hilton and Ruth back their privacy – only to have Griffin's house accidentally burn to the ground. Hilton's visions of spending romantic evenings alone with Ruth are over before they've even begun. And, when Erica and Griffin realize that everything destroyed in the fire was either borrowed, rented or on loan, they decide it's time to grow up and start taking ""ownership"" of their lives.

Hilton's new responsibility, looking after 11-year-old Jurnee while her dad is at work, becomes a little too hot to handle when Jurnee asks him a complicated question about the birds and bees. Not wanting to interfere in Jurnee's upbringing, and looking for a way to avoid having to answer himself, Hilton suggests that the curious Jurnee go to her dad for an explanation. No matter how difficult it is for Del to face the fact that Jurnee is growing up (perhaps a bit faster than he had hoped), with coaching from Hilton, he finally appears ready to have ‘the talk.'

Erica visits a student's home to get his mother more involved in his education.

Hilton is attempting to help Jurnee with her ""Romeo and Juliet"" homework assignment when his true feelings about The Bard come out: Why couldn't Shakespeare simply speak in plain English rather than using all of that fancy, confusing language? Alas, Shakespeare showeth up in the Lucas kitchen to tutor Hilton personally. Will it be ""all's well that ends well?""

Griffin, Erica and Darien try to convince a drug-addicted friend to enter rehab.

Jurnee is aghast when she finds out that her dad intends to date the ""meanest"" teacher at her school. Del is so troubled by Jurnee's reaction to his interest in Ms. Malone that he's ready to call off their date. But Hilton reminds him that almost every person can remember a teacher who was too strict, gave too much homework or expected too much of a student -- and usually ended up being the one who made the greatest impact on the student later in life.

Hilton volunteers as a reader for a retired, blind English literature professor and, upon realizing his gift for teaching, urges him to return to the classroom. Anthony Quinn guest stars as Professor Christo, whose failing eyesight and advanced age caused him to leave behind the profession he loves so much.

Hilton has to pay the wedding organizers for their services as Erica's wedding nears, but Ruth is more concerned with why the bride isn't falling apart yet.

Getting through a typical day is hard enough, but it becomes an ordeal for Griffin when everyone demands his time on the day he is preparing for a date with a beautful flight attendant.

A strange woman comes to the shop under the impression that Hilton is her husband, Charlie.

Griffin has a dream in which teachers are given the same elite status & salary as professional athletes or actors.

Darien's late arrival to an important family dinner causes a fight between Hilton and Ruth.

Hilton finds himself in the middle of a Bank Heist.

For a school paper, Keisha discovers intriqing facts about Ruth's past.

Ruth must deal with a bunch of know-it-alls. Her husband Hilton ""knows"" that his community center boys' basketball team could beat her girls' team, and her star player Nikki ""knows"" that the game should be only about scoring the points. So when Ruth challenges Hilton to a boy/girl game, he has a lot to do to get his star players in shape, and Ruth must teach Nikki about teamwork. Hilton gets a lesson in what girls can do when WNBA ""New York Liberty"" team members Teresa Weatherspoon and Kym Hampton show-up at the gym for a clinic and run a couple of their finest plays.

Ruth surprises Hilton when she enrolls him in tap dancing classes as a birthday gift. He skips the classes, but tells Ruth that he is making remarkable progress. When Ruth announces that she is going to attend the dance recital, Hilton must take a crash course in fancy footwork, or risk having his deception exposed. The coffee shop hosts it's first poetry night.

When the city closes down the Flower Cafe because of a misplaced vent, Pauline suggests that she and Ruth indulge in a pampering weekend at a spa. Hilton's only assignment while she's gone is to get the vent fixed. Carla. the chaperone of a Brazilian girls' choir, asks to rent out the coffee shop for a small get-together, and Hilton hesitantly agrees. After all, Pauline and Ruth are out of town and what could possibly go wrong?

Despite Ruth's insistence that family and friends should never work together, Hilton goes to work for Griffin narrating children's stories. He just can't refuse the tempation for some creative rewriting, and Hilton puts his own spin on some classic kids' tales. Will he have his poetic license revoked? Meanwhile, Pauline is so captivated by the handsome young man temporarily working at the coffee shop that she can't bring herself to fire him.

Petty differences about irritating personal habits threaten to escalate into a major brawl when Ruth and Pauline plan a ""girls' night out"" in Manhattan, and Hilton insists on acting as their chauffeur

Del's new girlfriend Karen agonizes over a secret she's worried about sharing with him: the youth who passes as her kid brother is actually her son.

Griffin contemplates quitting the teaching profession when his first day as a substitute teacher is a disaster. The Lucases lend themselves out as mock students so that Griffin can practice his teaching techniques on them -- although their misguided attempt to help might just turn him off teaching forever.

After the Lucas home is burglarized, Hilton invests in a security system -- only to discover that the thief is someone he knows.

Hilton falls asleep during an ""I Spy"" marathon. He dreams that he and his old partner Kelly Robinson have been put on a new case in Hong Kong. However, Erica keeps interrupting Hilton's dream to discuss her wedding preparations. The rest of the cast play parts in the dream.

When Ruth teaches Erica how to play golf, a rivalry begins between the two women that even extends to cooking.

A foster child in Erica's class wants to move in with the Lucases.

To wrest control of his block from lowlifes (like the burglars who targeted him), Hilton forms a neighborhood-watch program (of sorts). Now watch the watch commander lose control and cause crime instead of preventing it: he intimidates a man who has just been mugged, has an innocent woman's car towed away, and then must explain why a missing elderly woman is found unconscious in the Lucas dining room.

Due to a hospital mix-up, Hilton gets the colonoscopy that was meant for his cousin. When Hilton's cousin, Earl Lucas, goes to the hospital for a colonoscopy, Hilton decides to be at his side for support. But when the nurses confuse the two men, Hilton ends up in a most uncompromising position in full view of medical students and an internet audience. Meanwhile, back at the Lucas house, Erica finds her childhood set of jacks in an old box and she, Ruth and Pauline keep Earl's wife, Lillian, busy with some rather fierce competition.

When Hilton realizes that Griffin and Erica's friends are taking over his house -- watching his television and eating all his food, he decides that if they live in his house, Griffin and Erica will have to live by his rules. Reluctantly, Griffin and Erica agree to abide by Hilton's strict new set of house rules, including Rule #5 -- thou shall not alloweth men upstairs. So when Erica's boyfriend, Julius (guest star Darryl M. Bell, reprising the role), shows up in her bedroom, Erica attempts to keep it a secret from her father. Meanwhile, Hilton is busy on a mission to kill a stray mouse -- although Julius mistakenly believes that he is the target of Hilton's assassination plans.