Cast:
Grace Kelly .................................... Brett Butler
Quentin Kelly .................................. Jon Paul Steuer (Seasons 1,2 and 3)
Quentin Kelly .................................. Sam Horrigan (Seasons 4 & 5)
Jean Kelly ..................................... Peggy Rea
Libby Kelly .................................... Kaitlin Cullum
Patrick Kelly .................................. Dylan and Cole Sprouse
Nadine Swoboda ................................. Julie White
Wade Swoboda ................................... Casey Sander
Russell Norton ................................. Dave Thomas
Dougie ......................................... Walter Olkewicz
Rick Bradshaw .................................. Alan Autry
Matthew ........................................ Tom Everett Scott
Mr. Norton ..................................... Tom Poston
Faith Burdette ................................. Valri Bromfield
Grace's ex father-in-law ....................... Matt Clark
John Shirley ................................... Paul Dooley
Ryan Sparks .................................... William Fichtner
Vic ............................................ Dave Florek
Bill Davis ..................................... Charles Hallahan
Jimmy Kelly .................................... Geoffrey Pierson
Creator ............................................Chuck Lorre
Main Writers ....................................... Robert Dolen-Smith, Chuck Lorre, Bill Masters, Paul J Raley, Ric Swartzlander, and J J Wall
Episodes

Season 1

101 Grace Under Fire (Pilot)

Grace lands a temp job at an oil refinery. Grace's neighbor Nadine, a dedicated matchmaker, introduces Grace to Russell Norton. Quentin learns that he can't solve his problems with his fists. And Grace and Russell compare notes on their exes. Guest cast: Wanda Honeycutt: Becky Thyre Carl: Thom Vernon Frank: Dave Florek Officer: John Goodman Jodi: Skye Bassett Smitty: Phil Buckman

102 Up on the Roof

Grace's co-workers at the oil refinery, her neighbors Wade and Nadine, and Quentin's teacher all do their part to remind Grace that there's no special man in her life. Russell talks man to man with Quentin about buying a jock strap. And Grace and Wade learn that Quentin has his reasons for sitting up on the roof. Guest cast: Carl: Louis Mandylor Mrs. Sheffield: Nancy Lenehan

103 The Good, the Bad and the Pharmacist

A joint tax return filed by her ex-husband means trouble for Grace with the IRS. Russell has an unexpected encounter with his ex-wife. And Russell is Grace's knight in shining polyester at the IRS office. Guest cast: Blind Mouse: John Gegenhuber Fields: Don R. McManus Gasmer: David Pressman Samuels: Richard Roat Barbara: Cristine Rose

104 Grace Undergraduate

Grace's former in-laws arrive to baby-sit the kids for the night. Russell's ex-wife is about to have his dog neutered, so Russell and Wade hatch a plot to rescue him. And Grace and Nadine, determined not to waste Grace's one night of freedom, attend a fraternity party where Grace meets an intriguing younger man. Guest cast: Emmet Kelly: Matt Clark Barbara (V.O.): Cristine Rose Kevin: Hunter Bodine Mark: Abraham Benrubi Chris: Jonathan Ward Eric: Ben Browder Policeman: Michael R. Cervin Philip (Dog): Isaac

105 Say Goodnight, Gracie

Grace is thrilled to have a full-time job at the refinery, but who will watch her kids while she works the night shift? When Grace can't find a suitable baby-sitter, Russell and Nadine take turns helping her out. And Libby shines in the school play in the role of a pork chop. Guest cast: Wanda: Vicki Lewis Gerald: Brian Reddy Mrs. Hempel: Bette Rae Stuart: Sean Whalen Alma: Virginia Peters

106 The Agony, the Ecstasy and Bill Mazeroski

Grace decides she needs some time for herself, so she sets up her easel and starts painting again. Russell hides his baseball cards in Grace's basement. Libby's friend Sam makes the Kelly house his second home. And the guys from the refinery bring their poker game to Grace's. Guest cast: Sam: Kellen Hathaway Mrs. Katherine Fleiss: Susan Blommaert

107 Second Time Around Grace

Depressed that there's no man in her life, attends a singles dance only to encounter Russell Norton. Wade gives Libby a graphic lesson in economics. And Grace accepts a date with Nadine's first husband but realizes that her friendship with Nadine comes first. Guest cast: Andy: Gary Graham Arthur: Everett Greenbaum Bernice: Peggy Roeder Tom: James Henriksen Trisha: Marianne Muellerleile Nancy: Brandis Kemp

108 Sister, Sister

Grace gets a surprise visit from her older sister Faith and younger sister Evie, whom she hasn't seen since her divorce. Russell and Wade get hit on by the sisters. And when Evie sneaks away from Grace's birthday party with Carl from the refinery, Grace is prompted to give her some sisterly advice. Guest cast: Faith: Valri Bromfield Evie: Tracey Ellis Carl: Thom Vernon

109 A Picture's Worth...$9.95

Grace and the kids have a family portrait made. Wade arranges a blind date for Grace that becomes a double date when Russell and his hypochondriac girlfriend go along. And when Quentin begins acting like an angel and Libby misbehaves, Grace is perplexed at the role reversal but suspects that baby Patrick is somehow a factor. Guest cast: Pete: Danton Stone Lily: Jodi Thelen Ray: Perry Anzilotti Gary: Wesley Mann Woman: Susan French Waitress: Coleen Maloney

110 Grace Under Oath

When Grace's ex appears in a TV commercial and brags about the $10,000 he won in an insurance settlement, Grace, plagued by financial problems, decides to take him to court for back child support. Grace befriends a battered wife at the legal clinic. An ambitious young law student offers to plead Grace's case. And this Thanksgiving, Grace realizes she has a lot to be grateful for. Guest cast: Richie Comstock: Andrew Mark Berman Vicki Hudson: Vernée Watson-Johnson Arnold H. Humphrey: Stephen Lee Judge Herman Brodax: Ron Canada Bailiff: Bob Koherr Mrs. Esther Comstock: Mitzi Hoag Jimmy (V.O.): Blake Clark Man (V.O.): Joshua D. Abramson

111 Keeping Faith

When Grace's sister Faith collapses at work and ends up in the hospital diagnosed with diabetes, Grace and Russell make a quick trip to Alabama to bring Faith back to spend Christmas with the Kellys. Quentin is upset because he won't be seeing his dad at Christmas. Grace is surprised and disappointed when Faith tells her she's seeing a married man. And Libby and Quentin get a visit from Santa Claus. Guest cast: Faith: Valri Bromfield Fred Atkins: Bradford English Nurse: Shannon Holt Doctor: O'Neal Compton Candy Striper: Sunday Theodore

112 Grace in the Middle

Grace goes bowling and meets her co-workers' wives and girlfriends, who perceive her as a rival and a threat. Nadine decides she wants to have a baby. At the same time, Wade decides to quit his job for a more adventurous occupation. When Wade gets kicked out of the house by Nadine, Russell lets Wade crash at his place. Nadine takes him back after he sends her an on-air message from a radio station's traffic helicopter. Guest cast: Peg: Debra Mooney Waitress: Lorna Scott

113 With This Ring...

Grace takes the kids to see their 94-year-old great grandma Lil, who gives Grace a valuable ring to keep for Libby until she's 18. Grace attends a funeral and has a falling out with Jean, her ex-mother-in-law. But Emmet, Grace's former father-in-law, tries to make amends. Guest cast: Nana Lil: Alice Drummond Emmet: Matt Clark Marie: Lindy Nisbet Gil: Blake Clark

114 Simply Grace

Nadine decides it's time to have a baby. Grace helps Russell out by filling in at the pharmacy. Grace meets Ryan, an intelligent, attractive chemist at work. He asks her out, but she's afraid of getting involved. Grace lets her friend Vicki sleep on her couch after she leaves her abusive husband. Wade shares his anxieties about fatherhood with Russell. Guest cast: Ryan Sparks: William Fichtner Vicki Hudson: Vernée Watson-Johnson

115 When You Wish Upon a Star

Faith decides her sex life with Russell could stand some improvement. Grace hesitantly begins a relationship with co-worker Ryan Sparks. Libby surprises Faith and Russell in an intimate moment. And Grace gets a piece of a shooting star. Guest cast: Ryan: William Fichtner Faith: Valri Bromfield Lester: Taylor Negron

116 Grace and Beauty

When Libby's friend Caroline and her "country club" mom Trish encourage Libby to enter a little girls' beauty pageant, Grace is faced with a dilemma. Russell and Faith continue their courtship. Libby takes a shot at stand-up comedy and proves that it takes more than a beauty pageant to affect her self-esteem. Guest cast: Faith: Valri Bromfield Stage Mother: Regina Leeds Trish Baldwin: Christine Dunford Japanese Singer: Lana McKissick Caroline Baldwin: Madison Wright Afghani Singer: Adrian Zahiri Lisa Torres: Danielle Weiner Dog: Barbara Little Girl: Rachael Bella Cherokee Singer: Courtney Red-Horse Mohl

117 Valentine's Day

Grace's boyfriend Ryan comes to dinner and learns that Grace's kids are more than he'd bargained for. Faith is angry when Russell introduces her as his dog groomer instead of his lover. Wade and Nadine find that trying to have a baby takes the fun out of sex. And Grace ends up without a date on Valentine's Day. Guest cast: Ryan: William Fichtner Shelly Sullivan: Marisa Ribisi Faith: Valri Bromfield Stacey Davis: Kim Gillingham

118 Tears of Joy

Since their break-up, Grace realizes how much she misses Ryan. When Quentin's fighting gets him in trouble at school, Grace does some fast talking to his teacher Mrs. Sheffield and takes Quentin for a session with a family therapist. Quentin has a heart to heart talk with Wade and Russell. And Grace and Quentin negotiate a settlement. Guest cast: Mr. Lewison: Louie Anderson Mrs. Sheffield: Nancy Lenehan

119 It Happened One Week

Grace's co-workers can't decide if she and Ryan are fighting or flirting. When an explosion temporarily closes the refinery, Grace works part time at Russell's pharmacy and at the bar with Nadine. Faith takes Quentin and Libby to visit their grandmother, and Wade baby-sits Patrick. When Ryan learns that his father has died, Grace offers consolation, and Ryan ends up spending the night. When Ryan returns from the funeral, he and Grace talk about reconciling. And Nadine and Wade are sad when they learn that Nadine is not pregnant. Guest cast: Ryan: William Fichtner Faith: Valri Bromfield Larry: Paul J. Raley

120 Things Left Undone

A visit from Louise, their mother, brings up issues and emotions from the past for Grace and Faith. Ryan and Russell come to dinner to meet Louise. And after a heart to heart talk with his grandmother, Quentin makes his first attempt to bond with Ryan. Guest cast: Louise Burdette: Diane Ladd Faith: Valri Bromfield

121 See Quentin Run

Grace gets promoted to supervisor at the refinery to the dismay of some of her male co-workers. When Grace tells her ex-husband Jimmy that Quentin can't spend the summer with him, Quentin runs away from home and ends up on Ryan's front stoop. Russell tries to get his ex-wife's piano to give to Grace and the kids. And Quentin gets a surprise visitor. Guest cast: Ryan: William Fichtner

122 A Car and a Kiss

When Grace's dilapidated Pinto wagon breaks down one too many times, Russell gives her some creative tips on how to sell it. Grace goes shopping with Wade and Russell for a used car and encounters Loomis Lemon, a sleazy salesman. Libby and her friend Sam get caught "playing house" by Sam's mother. And Grace finds the car of her "1973 dreams." Guest cast: Loomis P. Lemon: Nick Bakay Cheryl: Sunday Theodore Sam: Kellen Hathaway Katherine Fleiss: Susan Blommaert

Season 2

201 Good Ol' Grace

Sexual harassment becomes an issue for Grace and her co-workers at the oil refinery when a second woman joins their crew. Russell complains to Grace about his dull, uneventful life. Nadine hears her biological clock ticking as she and Wade, with Grace along for moral support, visit a fertility clinic. And Grace and her co-workers get shocking news from Bill, their boss. Guest cast: Tracy Lynde: Tammy Lauren Tony: Nick DiPaolo Woman #1: Mari Weiss Woman #2: Laura Summer Older Woman: Eve Brent Bill: Charles Hallanan

202 June 15, 1997

Grace worries about making ends meet as her landlord raises her rent. John Shirley, Grace's new boss, makes some changes around the refinery. Grace calls Jimmy, her ex-husband, hoping to get some financial help. And Libby and Quentin become "latch key kids" when Grace takes them out of daycare. Guest cast: Barbara: Cristine Rose Skip: Kenneth A. Johnson Goon: Michael Charles Friedman Adult Quentin: Gil Goldberg Adult Libby: Cari Dean Whittemore

203 Grace Under Water

Faith moves out of Grace's house and into a new apartment in the midst of torrential rains and the threat of flooding. Grace has mixed emotions when she gets a surprise visit from Jimmy, her ex-husband. Russell is a hero as he braves the storm to bring back insulin for Faith. And Nadine and Wade keep trying to get pregnant. Guest cast: Faith: Valri Bromfield Jimmy Kelly: Geoff Pierson Announcer: Peter McHugh

204 Pitch and Woo

Grace meets Kurt, an attractive baseball player, and, against Nadine's advice, calls him and asks him out on a date. On the occasion of their one-year anniversary, Faith and Russell talk about "commitment". And an intoxicated Russell proposes to Grace. Guest cast: Faith: Valri Bromfield Young Woman: Meghan O'Sullivan Kurt Ross: Chris Mulkey Fan: Furley Lumpkin Lenny: Martin Grey

205 Jimmy's Girl

Grace is frustrated and puzzled to learn that her credit is in need of repair. Wade and Nadine feel increasing strain in their marriage. Ex-husband Jimmy is angry when his girlfriend Ramona leaves and he believes Grace is responsible. But when Jimmy "slips off the wagon," Grace gives him some friendly encouragement. Guest cast: Jimmy: Geoff Pierson Ramona: Heidi Swedberg Mr. Rudder: Dan Castellaneta Bob: Sam Whipple

206 Splitsville

Tension increases for Grace as she must work overtime, Quentin gets a "D" on a math exam, and she learns that Libby has been stealing candy from Russell's pharmacy. A troubled Nadine consults Russell about her marriage. Tempers flare between Grace and Nadine as each feels overwhelmed by problems. Grace paints a graphic picture for Libby of her future life as a criminal. When Grace's attempts at mediation between Wade and Nadine prove unsuccessful, Nadine leaves Wade, announcing that she'll be sleeping on Grace's sofa. Guest cast: Ray: Perry Anzilotti

207 The Road to Paris, Texas

Wade and Nadine's separation continues. Grace leaves the kids with Faith, and she and Nadine relive their youth on a road trip to Paris, Texas, to visit Grace's eccentric Aunt Vivian. Wade tells Russell that he was almost unfaithful to Nadine. Aunt Vivian tells Grace the meaning of life. Guest cast: Aunt Vivian: Jean Stapleton Faith: Valri Bromfield Murl: Steve Fitchpatrick Tee Dub: Tim Maculan Rose: Vera Lockwood

208 Dear Grace

When Grace sees Quentin and his friends at the mall and Quentin pretends not to know her, Grace decides it's time for a talk. Grace befriends Julia, John Shirley's pregnant teenage daughter, when she appears at the refinery and John refuses to see her. When Wade is unsuccessful in selling his pottery at the pharmacy, Nadine tells Russell she'll buy all of it. Grace convinces John to reconcile with his daughter. Guest cast: Julia Shirley: Heather McComb Luke: Charlie Cronin

209 Cold Turkey Grace

suggests that it's time for Nadine to find her own apartment. Grace lets Jimmy take the kids for Thanksgiving, but Libby returns home unexpectedly. Jimmy and his family descend on an exasperated Grace to continue their celebration. Wade asks Nadine out on a date. And Libby admits to Grace that she's still angry with her father for leaving them. Guest cast: Jimmy: Geoff Pierson Ramona: Heidi Swedberg Gil Kelly: Blake Clark DeForest Kelly: Barry Steiger

210 Ka-Boom

Grace deals with her feelings about death when a co-worker is killed in an accident at the refinery. The refinery's therapist hears some unexpected stories. Grace and Dougie are temporarily reassigned to the secretarial pool where Dougie finds his dream job and Grace just wants to escape. Wade and Nadine discover that one good date deserves another. Guest cast: Ted Larkin: Julius J. Carry Mrs. Dailey: Beverly Archer Jane: Charlotte Booker

211 The Holidays

Russell is obsessed with making this the best holiday season ever, and Grace wants him to lighten up. Emmet and Jean, Grace's former in-laws, arrive bringing bizarre gifts for the family, and Grace's reaction causes Jean's angry departure. Grace agrees to go with Dougie, her work pal, to the Elks Club Christmas Dance, but soon fears he'll think it's a "real date." Grace and Jean take the first step in resolving their differences. Guest cast: Emmet Kelly: Bryan Clark Mrs. Boudreau: Jean Speegle Howard

212 Grace vs. Wade

Grace tells Nadine to get an apartment or go home to Wade. When Grace falls on Wade's icy sidewalk, Wade suggests she visit his massage therapist and he'll pay the bills. Grace visits Travis Taylor's New Age clinic with trepidation but is pleasantly surprised. When Wade's homeowner's insurance is canceled, Grace and Wade clash over who will pay for her massage treatments. And Grace and Travis find that their interest in each other goes beyond the professional. Guest cast: Travis Taylor: Monte Markham Receptionist: Irene Teegardin

213 The Good Mother

Grace has a short story published in the local newspaper, but is frustrated to see that it's been edited beyond recognition. Jimmy angers Grace by inviting Quentin to live with him without first consulting her. Grace reluctantly agrees to a two-week stay at Jimmy's, but she drops in unexpectedly to make sure Quentin is doing well. Later, Grace is disappointed when Jimmy cuts short Quentin's stay, claiming he isn't cut out to be a full-time father and leaving Grace to do the explaining. Guest cast: Jimmy: Geoff Pierson Barry Leeds: Pat McCormick

214 No Money Down

Grace gets an assignment from the local newspaper to do a feature story. When Russell attends a get-rich- quick real estate seminar in St. Louis, Grace accompanies him, intending to write an exposé. Russell has a chance to make a huge profit by buying a house in foreclosure through his shady seminar, but he can't go through with it. Grace writes a feature about Russell's courage and compassion. Guest cast: Jackie Lee: Dennis Dun Mary: Peg Shirley Henry: Richard McKenzie Stan Gold: James F. Dean Irma Gold: Rondi Reed

215 Hello, I'm Your Mother

Grace is stunned when Faith reveals she has received a letter from the boy Grace put up for adoption 19 years ago. Nadine and Faith are supportive as she ponders how she should respond. Nadine accompanies Grace as she visits Matthew, her son, at his college dorm. Though both are extremely ill at ease, Grace and Matthew have a serious talk. And Grace provides answers to some long-standing questions. Guest cast: Faith: Valri Bromfield Matthew: Tom Everett Scott Waitress: China Kantner Student: Ron Moseley

216 Aging Gracefully

When Vic learns that his wife's ex-boyfriend is coming to town for a class reunion, he decides to do something about his thinning hair. Though Travis is kind and sensitive, Grace often feels uncomfortable around him. Grace tells Nadine that her relationship with him is so perfect that it's driving her crazy. After much soul-searching, Grace realizes that Travis' behavior has triggered a "post-traumatic Jimmy syndrome" in her. Grace and Travis end their relationship by mutual agreement, acknowledging that her independence and his need to take care of women can never mesh. Guest cast: Travis Taylor: Monte Markham Adele Taylor: Dana Anderson Miriam: Micole Mercurio Movie Patron: Mark Salamon Usher: Matt Griesser

217 Grace at the Campfire

Grace takes Quentin and Libby on a camping trip where they encounter Kimberly, Brad and daughter Melissa, a Yuppie family, at the campsite next to theirs. Quentin and Melissa get into an argument which ends with Quentin pushing Melissa and knocking her down. When Grace warns Quentin about his behavior, he reminds her that according to his father, when Grace and Jimmy fought, Grace hit back. Grace is stunned that Jimmy would tell his son such a blatant lie, and she wastes no time in confronting Jimmy and insisting that he set the record straight. Guest cast: Brad Hartford: Doug Ballard Kimberly Hartford: Sandy Faison Melissa Hartford: Brooke Stanley Man: Ken Thorley Brawny Man: Rob Bonas

218 Emmet Bypass

Grandpa Emmet collapses at Patrick's third birthday party, and is rushed to the hospital. The family learns he must have immediate bypass surgery, and Jean is sure he won't survive. Cousin DeForest stops by to give moral support as Grace urges Jimmy to tell Emmet he loves him before he goes to surgery. Wade and Nadine have a romantic anniversary celebration in spite of baby-sitting Grace's kids. And Grace and Jean have a talk and actually communicate. Emmet comes through the surgery with flying colors. Guest cast: Emmet Kelly: Bryan Clark DeForest Kelly: Barry Steiger Dr. Denton: David Brisbin Nurse: Kathy Kinney

219 Matthew Come Home

Grace tells Quentin and Libby about their half-brother Matthew, and the kids agree with Grace's plan to invite him to dinner. Wade and Russell drop by in hopes of getting a look at Matthew. Quentin, having second thoughts about his new sibling, vents his anger to Jimmy, who shows up and meets Matthew, but has no idea who he is or what's going on. His first visit ends abruptly when Grace tells a startled and angry Matthew that she needs more time to deal with Quentin's resentful feelings. And Matthew returns for a more productive second visit as he begins the process of joining the family. Guest cast: Jimmy: Geoff Pierson Matthew: Tom Everett Scott

220 A Night at the Opera

The stresses of working-motherhood give Grace insomnia, but winning two tickets to the St. Louis opera through a radio contest lifts her spirits. None of her friends will volunteer to accompany her, but Russell agrees to ride to St. Louis to visit his father while Grace attends the opera. Russell confides to Grace that he is anxious about seeing his father, whom he visits very rarely, because his father has always seemed so cold and distant. Cousin DeForest arrives with a make-up kit and velvet dress and turns Grace into Cinderella. And Grace has an adventure at the opera with a handsome Italian while Russell and his father find a way to bond at last. Guest cast: DeForest Kelly: Loren Freeman Floyd Norton: Tom Poston Meter Man: Patrick Warburton Italian Man: David Dundra

221 Sticks and Stones

Grace and her refinery co-workers plan a roast honoring their boss, John Shirley. Grace is concerned when she is summoned to school to meet with the vice-principal about Quentin's fight with another student. She's horrified to learn that the fight resulted from Quentin's use of a racial slur. Grace enlists a reluctant Jimmy to help her make Quentin understand that what he said was wrong and that he should apologize to his classmate. And Grace makes a colorful speech at John's dinner, unaware that the roast has been canceled. Guest cast: Jimmy: Geoff Pierson Mrs. Sheffield: Nancy Lenehan Mrs. Briscoe: L. Scott Caldwell Charles Briscoe: Ricky D'Shon Collins Frank: Jim Bradford

222 Memphis Bound

Grace is ecstatic that she has four days off work and Jimmy has the kids. Grace's mother calls to tell her that her younger sister Evie has gone to Memphis to get married, and her mother will pay for Grace to go and represent the family. When Russell, who has always wanted to see the South, persuades Grace to let him come along, Faith decides that she's coming too. Grace and Russell visit Graceland and Elvis Plaza. Grace encounters a mysterious stranger and meets Steve, Evie's husband-to-be, who makes a pass at her. And, after a conversation with Grace and Faith, Evie decides to call of the wedding. Guest cast: Jimmy: Geoff Pierson Faith: Valri Bromfield Evie: Ashley Gardner Steve Elliot: Pat Bullard Stranger: Paul LeMat Waitress: Patrika Darbo Justice of the Peace: Burke Byrnes Tour Guide: Staci Shaw

223 When It Rains, They Pour

Grace accepts with amusement when Quentin's socially inept soccer coach asks her out on a date. Nadine observes that Grace and Jimmy's relationship seems substantially improved, and Grace concurs. Russell, feeling lost after his break-up with Faith, comes to Grace seeking consolation. Grace runs into her ex-boyfriend Ryan at the pharmacy, and he too asks her out. Things take a surreal turn when even Ray, the pizza delivery man, starts hitting on Grace. Grace begins to wonder what all the men who are suddenly in her life have in common. And a trip to AA with Jimmy makes the pieces of the puzzle begin to fall into place. Guest cast: Jimmy: Geoff Pierson Dave: Will Ferrel Faith: Valri Bromfield Woman: Andi Matheny Ryan Sparks: William Fichtner Moderator: Dan Leegant Ray: Perry Anzilotti Coach Fletcher: Drew Pillsbury

224 Mother & Son & Father Reunion

Floyd Norton, Russell's father, is in town for a visit. Grace locates Jack Drayson, Matthew's father, at a university in Joplin and tells him he has a 20-year-old son who would like to meet him. Jack reacts with surprise and resentment. Floyd Norton meets Wade and immediately bonds with him, leaving Russell feeling excluded and depressed. Matthew tries to hide his disappointment about his father, but Jack arrives at Grace's unexpectedly with a confession to make and encounters Matthew to the surprise and dismay of both men. Grace advises Matthew not to make any hasty decisions about Jack. Guest cast: Jack Drayson: Barry Bostwick Matthew: Tom Everett Scott Female Student: Carol-Ann Plante Male Student: Kent Burden Dr. Joyce Brothers: Herself

225 Jimmy Goes Away

Grace and Jimmy try to deal with unresolved feelings for each other when Jimmy tells her he's gotten a promotion and is moving to Ohio. Libby reacts to Jimmy's upcoming departure by having a series of strange dreams about him. Russell uses some questionable tactics to pick up women. Grace has an unpleasant encounter while attending a business dinner with Russell. And Grace and Jimmy finally reach an understanding. Guest cast: Jimmy: Geoff Pierson Fred: Tim Wilson Gloria: Carolyn Hennesy Nancy: Patti Tippo Man: Dan Woren

226 You Can Lead a Horse to Water...

When Vic at work acts strangely, Grace and the others worry that he has a drinking problem. Grace confides to Nadine that after eight dates, her relationship with Quentin's soccer coach Ben is going well but hasn't gotten beyond the kissing stage. When Grace presses the issue with Ben, he says he's celibate and needs a "commitment" before he can become more intimate. When Grace confronts Vic about his suspected problem, she learns that he and his wife are trying to have a baby and he's exhausted. Grace has a bizarre encounter with Mrs. Sheffield at the kids' school. And Ben and Grace have a conversation that makes them both feel better. Guest cast: Mrs. Sheffield: Nancy Lenehan Ben Fletcher: Drew Pillsbury Frank: Jim Bradford

Season 3

301 Great Eggspectations

Nadine and Wade, who have just learned that Nadine is infertile, ask Grace to be their egg donor. Grace reluctantly agrees. But after she undergoes hormone treatments and experiences enormous mood swings, with a little encouragement from her boss, Grace decides she can't give up her eggs. Nadine is upset when Grace tells her, but finally confesses that she doesn't really want to have a baby. Nadine is shocked and angry when Wade says that he too is relieved, because he was only going along with the baby idea to humor her. But Wade's words don't ring true to Grace, and when she confronts him privately, Wade admits that he'd love to have a baby but doesn't want Nadine to think she's let him down.

302 Movin' On Down

When Grace asks John for an advance to buy a new water heater, he not only denies her request but tells her she's been demoted from because of company downsizing. A worried Grace has no idea how she'll make ends meet with the cut in pay. Much to Nadine's embarrassment, Quentin has become overly affectionate. Grace talks to Russell about her job situation, and they decide that she should air her grievances. Grace meets Rick Bradshaw, a corporate exec, and states her case, but is shocked to learn that she wasn't demoted. John's job had been eliminated, and he took her job. Wade decides that it's time to talk to Quentin about hitting on Nadine. Grace angrily confronts John about what he has done. Guest cast: Rick Bradshaw: Alan Autry Glen: Todd Sussman

303 Grace and Rick and the Dance of Doom

The firings at the refinery continue, but when Rick asks Grace to work overtime on the weekend shift, she refuses, saying that she has to take Libby to the museum. When Rick shows up at the museum, Grace is convinced he's there to check up on her, but in fact he asks her out on a date. Grace wonders whether she can date the man who's been firing her friends. Quentin confesses to Wade that he's worried about his height; even Libby is taller than he is. Grace tells Rick that she'll consider going out if she can detect in him even a trace of remorse over the firings. Guest cast: Rick: Alan Autry Ben Fletcher: Drew Pillsbury Mrs. Hutchinson: Helena Carroll Bob: Tony Vrab

304 The Breakup

When Grace and Ben take the kids to the fair, Grace realizes the kids enjoy Ben's company more than she does. Though she has reservations about dating Rick, she agrees to go out with him and knows she must tell Ben it's over. It's clear Quentin adores Ben, so when he encounters Grace and Rick kissing goodnight, he reacts angrily and runs to Ben's house. Grace follows and tells a resigned Ben that their relationship is finished. Wade and Nadine clash when he catches her using his toothbrush and finds it disgusting. Grace and Quentin finally fight about the breakup, but Grace stands her ground and says she'll keep seeing Rick because he makes her happy. Guest cast: Rick: Alan Autry Ben Fletcher: Drew Pillsbury

305 Daycare

Russell's father, Floyd, starts working at the pharmacy, and drives Russell crazy. Grace needs a new baby-sitter for Patrick, but the only daycare center she can afford won't accept him until he's toilet trained. Jimmy's mother Jean wants to toilet train Patrick by force. Grace pleads her case for company-sponsored daycare, first to John and then, armed with a petition, to Rick, who says that the company can't afford it and, since he's dating Grace, it could be perceived as favoritism. Russell is dismayed to learn that a woman he's been dating went out with his father first. Rick finally agrees to open a daycare center, but it won't be operative for another six months. Reluctantly, Grace must force Patrick into toilet training. Guest cast: Rick: Alan Autry Janet: Rebeca Arthur Mrs. Reilly: Kathryn Joosten Carol: Jacquelyn Houston Woman #1: Jessie Jones Man #1: Stevie Ray Fromstein

306 Daddy's Girl

When Grace meets Rick's daughter Amy, it's mutual hate at first sight. When Amy agrees to baby-sit the kids, Grace consents, only to find Libby's hair dyed black upon returning home. Both Grace and Rick are angry, but when Rick cancels their date to stay home with his distraught daughter, Rick and Grace clash. Nadine warns Grace that Amy is trying to break up her relationship with Rick. Russell develops a test to identify datable women, but Wade advises him to take the risk of opening up and trusting. Rick apologizes to Grace for canceling their date, but says that his daughter comes first. Grace confronts Amy on her manipulativeness, but vows that, in spite of everything, she'll find something to like about her. Guest cast: Rick: Alan Autry Amy Bradshaw: Jennifer Blanc Sam: Kellen Hathaway Woman: Stephanie Erb

307 Matthew Gets Busted

Grace bails out Matthew from the campus jail, where he was arrested for running naked through a women's rights rally. Russell reluctantly accepts his dad's offer to open a one-hour photo counter at the pharmacy. Emily, Matthew's adoptive mother, warns Grace not to interfere and to stay away from Matthew. Russell tries to interest Wade in investing in his photo business. Nadine suggests that maybe Grace did overstep her bounds, but Grace insists she did what she thought was right. Matthew arrives at Grace's after a fight with Emily and confesses he called Grace that night because he thought she'd be more understanding. Emily and Grace try to make peace, with Grace reassuring Emily that she's not trying to take Matthew away. Guest cast: Matthew: Tom Everett Scott Emily: Lee Garlington Desk Sergeant: David Dunnard Sam: Kellen Hathaway

308 No Help Wanted

When the landlord refuses, Grace decides to convert the basement into a room for Quentin herself. Russell threatens to revoke Floyd's driving privileges for staying out late. Floyd thinks he's retaliating for his childhood treatment, but in reality Russell wants them to spend more time together. Grace's sister Evie is engaged to a very rich man she's known only three weeks. When Evie offers to pay for Quentin's room and Grace declines, Evie says she's jealous. Rick defends Grace, but later also angers her by offering her money. Grace concedes her independence has a lot to do with Jimmy. She won't take Rick's money, but she'll let him do some wiring. Grace does admit she may be a little envious. She loves Evie and worries that her marriage is based more on money than love. Guest cast: Rick: Alan Autry Evie: Ashley Gardner Glen: Todd Sussman

309 Grace Under a Wig

When Grace declines Rick's offer to go out on Halloween, it reminds her how stifled she feels by motherhood. A neighbor boy tells Libby she'll go to hell for celebrating Halloween. Grace confronts the boy's mother, but Jean suggests the kids should be going to church regularly. Grace playfully dons a black wig and sunglasses and becomes the mysterious Natasha, working her charms on Russell. Grace grounds Quentin as he's leaving with a dozen eggs to use for Halloween pranks. Jean surprises Grace by telling her she's a good mother and that getting tired of her kids doesn't mean she doesn't love them. Jean and Nadine handle the Halloween chores while Rick takes Grace, dressed as Natasha, to a coffee bar where she recites poetry to an admiring audience. Guest cast: Rick: Alan Autry Betty: Wendy Lawless Barry: Roger Rittenhouse Hipster #1: Michael Rivkin Hipster #2: Tangie Ambrose Female Impersonator: Jody Pennock

310 Sleeping Together

When Grace and Rick finally make love, the first time is great, but the second time isn't. Rick refuses to discuss it, causing Grace to re-think the relationship. Jean gives Grace a lecture on the evils of premarital sex. Nadine finds a weird mole on Wade's neck, but he refuses to have it checked because he distrusts doctors. Grace talks to Nadine about Rick, and Nadine says Rick just needs Grace to educate him about sex. Grace insists the larger issue is lack of communication. Wade reluctantly allows Russell to check his mole, and Russell discovers that it's actually a glob of tar. And when Grace tells Rick she thinks they should break up, they discover they love each other, but are both battling fears of commitment. Guest cast: Rick: Alan Autry Police Officer: Danny Zuker

311 Grace Really Under Fire

Jules, a disgruntled employee fired by Rick, returns with a gun to demand his job back. While Grace and her co-workers are taken hostage, Nadine tries to keep the kids from watching the TV coverage. Meanwhile, Wade broadcasts from the traffic helicopter above the refinery. Russell and Floyd are determined to rescue Grace, but Floyd's stubbed toe aborts the mission. Grace calms Jules down, but when Rick goes on TV pleading for Grace's safety, Jules and her co-workers, who knew nothing of the romance, turn on her. Jules becomes more agitated, waving the gun which accidentally fires, grazing John, just as the SWAT team comes to the rescue. Guest cast: Jules: Langdon Bensing Rick: Alan Autry Announcer #1: Terry Rhoades Announcer #2: Mary Major Policeman: Gregory White

312 Thanks for Nothing

When Jean has nowhere to go on Thanksgiving, Grace reluctantly invites her over for dinner but warns Rick about her combative nature. Nadine, furious when Wade plans to smoke ribs instead of serving a traditional Thanksgiving meal, decides to have dinner at Grace's. Grace is first puzzled, then annoyed when Rick and Jean hit it off like old friends, and she's quick to let Rick know she's unhappy. Grace apologizes to Rick after Wade suggests that maybe Grace is conditioned to stressful holidays and can't handle it when things go smoothly. Guest cast: Rick: Alan Autry

313 Emmet's Secret

Rick and Grace go to St. Louis for a weekend, leaving the kids with Jean, who's on her own when Emmet goes fishing. When they go for drinks at what they discover is a gay bar, they're astonished to find Emmet and his friend Danny. Emmet admits that he is gay and asks Grace not to reveal his secret. He loves Jean and would never leave her. When Grace returns home, she's approached by Jean, who suspects Emmet doesn't love her anymore and is having an affair. Grace tries to reassure her and says nothing about Emmet's secret life. When Wade runs for city council, Nadine is terrified that some compromising photos she once posed for will come to light. Guest cast: Emmet: Bryan Clark Waiter: Tim Wrightman Danny: Michael Winters Man

314 Emmet, We Hardly Knew Ye

While helping Grace and her family decorate their Christmas tree, Jean learns that Emmet has died of a heart attack. Grace and Jimmy try to help the kids understand their grandpa's death. Emmet's lover Danny arrives at the funeral parlor, and, in spite of Grace's efforts to calm him, has an emotional outburst and reveals Emmet's secret. Jimmy asks Grace if, since his father was gay, maybe he could have inherited it. And, Jean, devastated by Emmet's death, refuses to face the facts about her husband. Guest cast: Rick: Alan Autry Jimmy: Geoff Pierson Danny: Michael Winters Reverend Bradley: Whitney Rydbeck

315 Good Neighbor Sam

When Sam, a neighborhood kid, is spending more time at the Kellys' house than at home, Grace decides to investigate. When she visits Sam's mother, Katherine, the "Martha Stewart" of the neighborhood, she finds that Katherine suffers from severe depression. Wade discovers that his name has been mistakenly placed on the Vietnam memorial in Washington and is convinced that it's a bad omen. Grace urges Katherine to seek medical help, if not for her own sake, for Sam's, but Katherine is in complete denial. Grace lets Sam know he's welcome at her house anytime. Guest cast: Sam: Kellen Hathaway Katherine: Jordan Baker

316 Guess Who's Not Coming to Lunch?

Quentin is mortified that the Kellys' finances qualify him and Libby to be part of the school's free lunch program. But when Grace talks to Mrs. Sheffield at school, she learns that it's Libby who's not going to lunch. Libby complains that her stomach hurts and a trip to the doctor reveals that she's suffering from an stress-induced ulcer. Rick offers to help Grace financially and once again she refuses, but when Quentin and Rick talk privately, Quentin makes it clear he could use some extra money. Grace does her best to make Libby feel secure but pulls the plug on Quentin's new source of income. Guest cast: Rick: Alan Autry Dr. Swed: Francis Guinan Mrs. Sheffield: Nancy Lenehan

317 Positively Hateful

When Grace learns that a group of parents are trying to get the school's janitor, Mr. Mullens, fired because he has HIV, she pays him a visit to show her support. Not only is she rebuffed but she learns he is a genuinely nasty man who deserves to be fired - not because he is sick, but for dozens of other reasons. When his classmate Lucy invites Quentin to a school dance, Grace asks both Russell and Rick to do a little male bonding with Quentin and answer his questions about girls, but it's Rick's advice that serves Quentin well. Guest cast: Mr. Mullens: Robert Klein Rick: Alan Autry Mrs. Strauman: Alison Martin Lucy: Leelee Sobieski

318 Why Buy the Bull...?

When a gas leak at Grace's forces her and the kids to move in with Rick, he likes the arrangement. Rick warns Grace of another cutback at the refinery; she worries it will be in her department, but it's Rick who loses his job. Floyd cons Russell into giving him a raise and an extra week of vacation. Grace is worried when Rick becomes depressed about being unemployed and is alarmed to learn that Rick has been offered a job in Anchorage. Rick assures her that he isn't leaving town or leaving her; he hopes that if he does leave at some point, she and the kids would be with him. Guest cast: Glen: Todd Sussman Rick: Alan Autry

319 Broads For Broader Horizons

When Grace wants to study writing in night school, Rick worries he'll never see her, and Grace herself has mixed emotions about leaving the kids. At her first class, she's surprised that the instructor is so harsh. She tells her co-workers that she's having trouble choosing a subject for her first assignment and confides in Russell that her family is conspiring to keep her from completing it. Grace has a heart-to-heart talk with Libby when she realizes Libby has been borrowing her bras. Grace decides to leave her writing class because of "creative differences" but to continue to pursue her writing on her own. Guest cast: Rick: Alan Autry Professor Stan Meadows: Jim Turner Paul: Ted Bales Tom: Steven Porter Student #1: Mariann Aalda

320 Love Thy Neighbor

Grace invites the new African-American neighbors, Thad and Bailey Alford, over for a cold drink but is mortified when Jean pulls a cigarette lighter "gun" on Thad, and Jimmy mistakes him for the plumber or the cable man. When Thad is offended by the Kellys' behavior, Russell suggests Grace invite the Alfords to dinner so they can all get to know each other. Jimmy takes Quentin to the barber and allows him to get his head shaved, only to learn later that Grace has expressly forbidden it. Grace and Rick's dinner with the Alfords is painfully awkward as Grace defends herself against Thad's accusations of racism, but afterward Bailey assures Grace that though everyone harbors at least some inappropriate biases, the important thing is for people to work to overcome them. Guest cast: Rick: Alan Autry Jimmy: Geoff Pierson Randall: Greg Bird Bailey Alford: Penny Johnson Thad Alford: Ernie Hudson Barber: Joe Carafello

321 Pregnant Pause

Much to her surprise and delight, Nadine learns that she's pregnant. Though happy for Nadine, Grace finds it difficult to support what she views as Nadine's obsession with pregnancy. When Nadine wants all their activities together to relate to the baby, Grace begins socializing with Bailey. Grace and Bailey find they have a lot of common interests and begin seeing a lot of each other as Nadine feels more and more neglected. Floyd cautions Wade to keep his expectations low when it comes to fatherhood. And Nadine confronts Grace about what has gone wrong with their relationship. Guest cast: Bailey: Penny Johnson Barry: Roger Rittenhouse Gudrun: Duitch Helmer

322 Head Games

When Quentin starts slacking off in school, he's sent to have a talk with Mrs. Sheffield who sees his shaved head, mistakenly thinks he must have a serious disease and immediately begins taking up a collection for him. Grace tries to convince Mrs. Sheffield that Quentin's haircut is merely a concession to style, but Mrs. Sheffield insists that she's in denial. When Jean begins dating George, a musician she met on a senior citizens' bus trip but then abruptly stops seeing him, Grace is convinced she's been teasing Jean too much. But in fact Jean thinks that George likes the marijuana he's smoking for his glaucoma a little too much. Guest cast: George: Harry Morgan Mrs. Sheffield: Nancy Lenehan Student #1: Kentrell Stepney Waiter: Brogan Roche

323 Mr. Mullens' Opus

Libby has very little success selling her Girl Scout cookies until she blackmails Quentin into doing the job for her. Grace volunteers for the hotline at the community crisis center and encounters Ron, a caller with an alcohol problem. Grace discovers that "Ron" is, in fact, Mr. Mullens, the former school janitor who has HIV. Mullens is as obnoxious as ever but confides to Grace that he's homeless and desperately misses Mary, his estranged wife. Doing her best to disregard his abrasive personality, Grace takes on the project of reuniting Mr. Mullens with his wife. Guest cast: Fred Mullens/Ron (V.O.): Robert Klein Mary Mullens: Deborah Strang Woman: P.B. Hutton

324 Take Me To Your Breeder

When Jimmy fails to show up for an outing they'd planned, Quentin is angry and takes it out on Rick. After a toxic spill at the refinery where Grace inhaled some fumes, she drives home and on her way notices what she thinks is a UFO theme diner. She goes inside, encounters her dead father at the lunch counter and tells him that she still feels sad that he paid so little attention to her when she was a child. Her father disappears, but Grace, after Rick and Wade find her asleep in her car, remembers the encounter and feels more at peace with her father. Guest cast: Dad: Darren McGavin Rick: Alan Autry Counterman: Peter Crombie Frank: J.B. Bradford

325 You Go Girl

When Rick continues to strike out in his job search, he takes a temporary job at the refinery. Wade and Nadine struggle to find the perfect name for their child. Russell's ex-wife Barbara is stood up at the altar, and Russell's sympathetic response leads to a renewal of their relationship. When Rick can't stand his demeaning refinery job anymore, he asks Grace to marry him and move with him to Alaska. Jimmy wants Grace to do what will her make her happy, and even the kids seem agreeable. But Grace realizes she can't disrupt her life and leave her home and friends for a man she's known less than a year. Rick leaves for Alaska, and a miserable Grace stays behind to confront a bottle of liquor. Guest cast: Rick: Alan Autry Jimmy: Geoff Pierson Barbara: Cristine Rose

season 4

401 This Sold House

After years of doing improvements on her rental house, Grace learns that her landlord is putting it on the market. Grace and Nadine attempt to discourage potential buyers, but the house is sold. When Libby's "pet" squirrel bites her, Wade, Russell and Floyd round up all the neighborhood squirrels so the culprit can be identified and tested for rabies. Libby is devastated to learn that the rabies test required killing the squirrel, and she tearfully "runs away" to the deserted, ramshackle house across the street. Grace follows her there to console her, and after seeing the inside of the house, decides to buy it and fix it up. Guest cast: Glen: Todd Sussman Betty: Diana Bellamy Judy: Marcy Goldman Bannister Man: Fred Kronenberg Bannister Woman: Wendy Schenker Woman: Judy Nazemetz

402 Neither a Borrower nor a Roofer Be

Russell's ex-wife is suing him for more alimony. Russell thinks he's doomed, but Grace wants to investigate Barbara's finances. At the hearing, Grace reveals that Barbara owns a condo complex that she hadn't reported, and the judge orders her to return much of her alimony to Russell. Jean offers Grace a loan to fix up the house and, although she claims to have a busy social life, even suggests she could move in to help with expenses. Grace turns her down on both offers, but when Floyd pressures Russell to offer Grace a loan for a new roof, Grace takes him up on it. Grace is touched when she learns that the friends Jean to be spending time with are really the names of characters in a book that she has been reading to Libby. Relenting, she asks Jean to move in with them and returns Russell's check. Guest cast: Sam: Kellen Hathaway Barbara: Cristine Rose Judge Hawkins: Penny Fuller Joey: Brian Stewart Roofer: John Apicella Bill: Joe Keyes

403 Quentin Returns

Russell asks Grace to be his date at a dance at the Victory Country Club, where he's applying for membership. Though Grace can't imagine why he'd want to associate with such snobs, she agrees to go. Jimmy brings Quentin home after spending the summer with him in Ohio, and Quentin couldn't be angrier with Jimmy. Grace learns that Quentin is angry because he wanted to keep living with Jimmy. Jimmy tells her he wants to be more of a father to the kids, so he's moving back to Victory. Wade goes to take the test to become a garbage collector and comes home with a job as a police officer. At the dance, Russell proves he's willing to go to any lengths to be come a country club member. Guest cast: Quentin Kelly: Sam Horrigan Jack: Kenneth Ryan Jimmy: Geoff Pierson Man #1: Tony Winters Sam: Kellen Hathaway Wife: Ursaline Bryant Richard: Zack Phifer Man in Wheelchair: Casey Stengel Dorothy: Lori Thimsen Woman: Kimberly Smith

404 Dating Buddies

Grace and Russell are so bored with their lives that they decide to go out on a pretend date. Grace and the guys at the refinery learn that they've been fired and rehired as independent contractors without benefits. The guys decide to stage a group protest on the decision; they don't get their benefits back, but they do get free coffee. On her pretend date, Grace meets Rob, a very attractive man who she thinks would be great for cheap, meaningless sex, and agrees to go out with him. But she soon discovers he's far too intelligent to use as a sex object, so they just go for coffee. Wade and Nadine go back to the lakeside cottage where they spent their honeymoon, but all they do is go fishing. Guest cast: Sam: Kellen Hathaway Rob: Mark Tymchyshyn Patty: Phyliss Katz Man #1: Tony Adelman Woman #1: Melissa Hanson

405 Grace and Sailor Bob

When Dougie moves into Grace's garage apartment, it becomes apparent he's a 42-year-old man who still needs his mother. Grace comes up against a brick wall in her attempts to communicate with Quentin. Libby gets a present from her penpal, a sailor, and confesses to Grace that she's never told him her age. Grace says Libby will have to stop the deception, but it's too late, as sailor Bob arrives in the Kellys' driveway. Grace is determined to straighten everything out until she gets a look at Bob. Claiming to be Libby, Grace goes on a date with Bob to a Star Trek convention, but Libby resents that she's lost her new friend to Grace, and Grace finally tells Bob what's really going on. Guest cast: Sam: Kellen Hathaway Bob: Scott Paetty Long-Haired Guy: Spencer Rochfort

406 The Ghost and Mrs. Kelly

When Jean's chairlift suddenly stops working, Libby says Mrs. Walker's ghost is probably responsible. Grace discovers the man she met at a Halloween party is Reverend Tom Maxwell, the minister that Jean raves about. Tom and Grace go out on a date and have a terrific evening. Grace encourages Tom to have the courage to pursue his dreams. Patrick tells Grace that there's a ghost outside, and an unbelieving Grace gives him a water pistol for self-defense. But when she and Libby find a warm pie in the backyard, even Grace begins to wonder. When Reverend Maxwell resigns from the church, Jean holds Grace responsible. The mystery of the ghost is solved when Grace learns that Dougie's mom has been secretly stopping by to check up on him. Guest cast: Jimmy: Geoff Pierson Tom: Tim DeKay Dougie's Mom (Mrs. Boudreau): Jean Speegle Howard Woman in Slip: Kerry Michaels

407 Redeeming Jimmy

On Grace's recommendation, Jimmy gets a job at the refinery, but his first day is a disaster. Nadine and Wade say she shouldn't jeopardize her job for someone who treated her so badly, but Grace says Jimmy deserves a fresh start. When Quentin seeks advice on dating, Jimmy suggests he go on a practice date with a friend before asking out the girl he really likes. Jimmy's depressed and thinks he'll lose his job, but says he'll never leave his kids again. (In reality, Grace's co-workers have been sabotaging him as revenge for the way he used to treat Grace.) Jean reproaches Grace for lying about Jimmy's abuse, but Jimmy makes Jean face the truth. Grace is shocked by Jimmy's advice to Quentin, but when Quentin says he enjoyed his date with his friend Tracy so much that they're going out again, Jimmy claims things went just as he'd planned. Guest cast: Jimmy: Geoff Pierson Tracy: Kimberly Cullum

408 Road To Nowhere

Invitations to their high school reunion remind Grace and Nadine of a road trip they took to an Earth, Wind and Fire concert. Grace convinces Nadine they should do it again because the band is playing in St. Louis. They take off in Floyd's pharmacy van. Grace is determined to have an adventure, but a very pregnant and miserable Nadine soon regrets going. When they're pulled over for speeding and Nadine finds that Floyd left drugs in the van, they think they're in big trouble. An amused police officer waves them on, even though Grace tries to convince him they're a menace to society. Outside the concert, Nadine says she's had it and they give their tickets away. But they get to have their adventure when they encounter the members of Earth, Wind and Fire in the lounge of their hotel. Guest cast: Officer: Rodney Van Johnson Captain: Richard Herd Girl #1: Jacqueline Lear Girl #2: Maureen Muldoon Marine: John Sherman

409 The Show-Me State

When Libby's poem wins the "Why I Love My State" contest, Grace, Nadine and Libby go to New York for the national competition. Rick comes to New York to tell her that he's about to get married, but will call it off if she still has feelings for him. Libby meets a cute boy who's also a contestant, and tells Grace she wants him to win. Grace's says she's disappointed that Libby would lose for the sake of a boy's approval. And Grace tells Rick that she still loves him but that their feelings for each other apparently aren't enough for them to have a life together. They regretfully part, unsure if they'll ever see each other again. Guest cast: Rick: Alan Autry Kirk: Travis Martin Jake: Alex Rodriguez Alaska Contestant: Matthew Schultz Woman: Helen Greenburg Contest Liaison: Michael Adler Boy: Dee Jay Daniels

410 Fire Music

Grace, Libby and Nadine are still in New York, and Grace is obsessed with making the trip perfect. Back home, baby-sitter Russell is wary of Quentin, but it's Patrick who inflicts the torture. When Grace, Libby and Nadine are accidentally locked out on their hotel balcony, Terry, a handsome fireman, comes to their rescue. Grace is irritated by his condescending attitude toward out-of-towners. Later, at a jazz club Terry recommended, Grace is surprised to see him on-stage performing. Grace and Terry spend the evening together at his place and Grace marvels at how much she and Terry have in common but thinks that starting a long-distance relationship after just having her heart broken by Rick would be insane. Guest cast: Terry: Mark Harelik Ticket Agent: Larry Thomas Robby: Miles Marisco Waiter: Karl T. Wright Assistant Manager: Eliott Goretsky

411 Matthew's Old Lady

Matthew shows up and announces he's engaged to Joan, a much older woman who also happens to be pregnant. Grace tries to keep her cool, especially when Matthew tells her his adoptive mother, Emily, has no objections. Emily tells Grace the only reason she didn't object was that Matthew seemed so adamant about marrying Joan. Joan confesses that although she wants the baby, she doesn't want to marry Matthew despite his determination to go through with it. When Grace confronts Matthew, Matthew says he wants to marry Joan because he won't abandon this child. Grace understands that Matthew feels he was abandoned by her, and she tells him he can still be a part of the baby's life without marrying Joan. Guest cast: Matthew: Tom Everett Scott Joan: Tess Harper Emily: Lee Garlington Sam: Kellen Hathaway Esther: Dorothy Patterson Josh: Larry Sousa Mike: Sebastian Tillinger

412 Grace Tests Out

With Grace at work all day and at school at night, the kids are a little resentful and let her know it. When her company will no longer pay for her classes, she learns that she can take a proficiency test to get many of the credits she needs. But when she's scheduled to work the day of the test and no one can switch with her, Grace must choose between her education and her dead-end job. Her co-workers remind her that she really needs her job - her children are depending on her, but the kids say they'll support whatever decision she makes. Grace actually shows up for work the day of the test, but a conversation with her boss convinces her that she has do what she knows is the right thing and quit her job. Guest cast: Ms. Salem: April Winchell Female Student: Suzy Cote

413 A Holly Jolly Christmas

To Grace's dismay and Jimmy's delight, Jean is ringing in the holidays by making her famous punch loaf. Floyd is so much in the holiday spirit that he's giving away all the inventory at the pharmacy, and an exasperated Russell decides to get rid of him by sending him on a cruise. Grace gets suspicious of Quentin's mellow mood and, at first, thinks that he's been drinking beer with his friends. When it dawns on her that he's been smoking pot, she fears that she's about to see him repeating all her teenage mistakes and decides that "tough love" is the only way to handle the situation. Guest cast: Jimmy: Geoff Pierson Mr. Fritchley: Earl Theroux Woman: Elena Lopez

414 Grace of Wrath

While Grace is going crazy trying to finish her paper on The Grapes of Wrath, she reminds Quentin he also has a book report due. Grace is delighted to have Martha, one of her classmates, as a tenant. Libby and Quentin are charmed by her. Even Jean thinks she's great. But Wade soon recognizes Martha as a stripper at a local club. Grace has no problem with Martha's profession and admires her efforts to continue her education. Quentin gets a C+ on his Grapes of Wrath book report, and Grace confronts Quentin about stealing her work. When Martha drops out of school and moves away without even saying goodbye to the kids, Grace feels Martha has let both them and herself down. Guest cast: Martha: Kari Coleman Mrs. Sheffield: Nancy Lenehan Stevie Ray: Nick DiPaolo Dr. Springer: Craig Richard Nelson Charlie: Gregg A. Roebuck Customer #1: Mark Slama Ignatius (V.O.): Duitch Helmer

415 Pills

Russell thinks his friends are disloyal because they're shopping at the new chain pharmacy. Libby is obsessed with planning her birthday party, while Quentin is getting driving lessons from Wade, Russell and Jean. Grace's back problems get so bad that she's taking more and more pills. When Nadine, Wade, Russell and Jean do an intervention, Grace reacts angrily. But when she realizes that the guy at the bar who's providing her with pills is not a shoe salesman, but really a drug dealer, she calls Jimmy and tells him she has a problem. Jimmy promises to be there for her as she works through her problem one day at a time. Guest cast: Jimmy: Geoff Pierson Stevie Ray: Nick DiPaolo Jake: John Putch Charlie: Gregg A. Roebuck Customer #1: Lyle Kanouse Customer #2: Walter DuRant Little Girl: Whitney Young

416 Wade's Partner

Libby reminds Grace of their deal that if she kept her goldfish alive for 6 months, she could have a dog. Tomorrow, the fish will be 6 months old so Grace tries to talk Libby out of the deal. When the local country club is vandalized and burglarized, Wade's new partner Ted wants to book Quentin unless he rats on his friends. Grace tries unsuccessfully to convince Quentin to turn in the culprits. When Libby's fish is found floating at the top of his bowl, Grace is sure Libby will think she murdered him. Both Jean and Grace buy new fish, only to find another new fish swimming in the bowl. Libby confesses that there have been 13 different fish in the past six months. Quentin makes amends by retrieving the stolen golf clubs and taking a beating in the process. Grace takes in a stray dog that's been hanging around the house and gives him to Libby. Guest cast: Jimmy: Geoff Pierson Ted Lacey: Damon P. Saleem Stevie Ray: Nick DiPaolo Charlie: Gregg A. Roebuck Desk Sergeant (O.S.): David Dunard

417 Waiting For Peugeot

Jimmy arrives in a 1969 red GTO that he bought for Quentin using Quentin's college fund. Grace insists Jimmy return the car and get the money back. At the car lot, Grace meets Rob, a guy she's dated. Rob agrees to resell the car if Grace goes out with him. Rob tells Grace he hopes their relationship can become a committed one, but Grace is uncertain. Sure, Rob is a smart, multi-faceted guy, but when she observes him making a shady deal on a car, she wonders how honest he's being with her. Grace finds a buyer for the GTO, and Rob says she ought to consider taking a job selling cars. Guest cast: Rob McGurrin: Mark Tymchyshyn Man: Vic Polizos Woman: Sheila Shaw Husband: Steven Petrarca Wife: Mary Gallagher Customer #1: Rander Crowder Customer #2: Charlie Dell Customer #3: Patrick Gerard Collins

418 Birthin' Babies

Grace brings Rob home to meet her kids just as Nadine goes into labor. Wade's on an undercover assignment so Grace has to take her to the hospital, leaving Rob alone with Libby and Patrick. Grace and Nadine reminisce about Grace's deliveries: how Jimmy was arrested for stealing toys for baby Quentin and she had to go to the county jail so his dad could see the baby for the first time. Grace takes over as Nadine's Lamaze coach, flashing back to when Jimmy missed Libby's birth to go hunting. On the way to the delivery room, Nadine says she's changed her mind about having this baby, but Jimmy manages to locate Wade, and Wade arrives just in time for the birth. Guest cast: Rob: Mark Tymchyshyn Nurse #1: Jennifer Williams Nurse #2: Ellerine Policeman (O.S.): Edward Edwards Baby Quentin: Michael & Shane Chapman Dog: Waldo

419 Vegas

Jean invites Grace on an all-expenses-paid weekend in Vegas to check out some retirement condominiums. They meet an attractive man, Richard, on the plane who tells them his dad, Jack, lives at the retirement complex they're visiting. When they arrive, Grace leaves Jean on her own and goes out with Richard and Jack; very shortly she realizes she prefers Jack, and the two of them go back to his condo. Grace goes in search of Jean, and finds she's won six thousand dollars at a casino; Grace apologizes for ditching her, and Jean tells her she's not going home, she's staying in Vegas to be a high roller. Grace goes back to Jack's, but before they can get romantic he has a heart attack and dies. Back at home, Jean tells Grace she's found seventeen thousand dollars in chips that she didn't cash in, while Grace tells Rob that she ruined Jack for any other women. Guest cast: Rob: Mark Tymchyshyn Greeter: Edward Lambrich Jack: Harve Presnell Waitress: Kathleen M. Darcy Richard: Kevin Crowley Nurse #1: John Robert Drew Carey: Drew Carey Old Timer: Ralph Manza Luther Van Damme: Jerry Van Dyke Stick Man: Emdio Antonio Paige Clark: Joely Fisher Radio Announcer (V.O.): Spence Kovac: Jeremy Piven Edward Edwards

420 Jimmy Moves In

Jimmy helps Grace fix up the garage apartment so she can find a new tenant, but a building inspector informs Grace she's in violation of a zoning ordinance. Grace considers the possibility of Jimmy living in the garage and paying rent to her under the table. Russell says Floyd is driving him nuts and tells Grace that his dad would make an ideal tenant; Grace likes the idea until she finds out about Floyd's bassoon and his sleepwalking habit. Patrick is learning to ride a bike, and, when he demands to have the training wheels removed, Jimmy takes them off which lands Patrick in the hospital for stitches. And Grace, with some reluctance, decides to let Jimmy move into the garage. Guest cast: Jimmy: Geoff Pierson Ralph: John Aylward Doctor: Wayne Thomas Yorke Dog: Waldo

421 Quentin Gets His Gun

When Jimmy has to go out of town overnight, Grace worries about leaving Quentin alone with the kids late at night. Wade volunteers to stop by while he's on patrol and Quentin complains he should be out having fun instead of baby-sitting. When Libby shows up at her work when Quentin thinks she's upstairs, Grace knows she has a problem. Back at home, Libby hears a noise and Quentin investigates. Convinced there's a prowler, he grabs Jimmy's rifle, which goes off accidentally, scaring Wade, who's come to check on the kids. Grace is furious with Jimmy for giving Quentin access to a gun, but Quentin defends Jimmy. Grace tells Nadine she feels as if her family's going down the tubes though she's tried so hard to make everything right. Grace admits to Quentin that she's been giving him far too much responsibility. Guest cast: Jimmy: Geoff Pierson Garry: Roger Rittenhouse Sam : Kellen Hathaway Gudrun: Duitch Helmer Jerry Fleiss: Garrett M. Brown Older Man: Bill Erwin Stevie Ray: Nick DiPaolo Poet: Nick Gaza Charlie: Greg Roebuck Dog: Waldo

422 Rob vs. Jimmy

Rob and Grace have plans to go to New Orleans for Grace's birthday, but when Rob learns the kids have a surprise party planned, he puts off the trip. Confused, Grace tells Nadine she's unsure about getting serious with Rob. Nadine says she should be happy, because Rob seems like a great guy. She wishes she were so lucky, as Wade never seems to be around anymore. Quentin asks Rob what he should buy Grace for her birthday, and Jimmy, feeling left out, makes a suggestion himself. When Quentin takes Rob's advice, Jimmy is hurt, but Grace consoles him, saying that even though the kids have bonded with Rob, he's still their dad. Grace tells Wade his family needs him at home. And Rob bows out of his plans with Libby so Jimmy can be the hero. Guest cast: Jimmy: Geoff Pierson Rob: Mark Tymchyshyn Stevie Ray: Nick DiPaolo Charlie: Gregg A. Roebuck Cop #1: Mike Larsen Cop #2: Tyrone Batista Cop #3: Manny Mendoza

423 Sam's Dad

Grace notices that Jerry, her neighbor and Sam's father, has been spending a lot of time at her house. Grace assumes he's lonely since his wife, Katherine, who's clinically depressed, doesn't spend much time with him. But Russell says his wife has new medication and is feeling much better. Jean begins experiencing memory lapses, and Grace advises Jimmy to get her to a doctor. Under protest, Jean goes to the doctor and gets medication for poor circulation, which has been causing her memory loss. When Grace asks Jerry why he stops by so often, he says since his wife's recovery, he feels he doesn't know her anymore and, besides, he loves being around Grace. Grace tells him that Katherine is a great wife and that she's the one he should be spending time with. Guest cast: Jimmy: Geoff Pierson Receptionist: Lauren Tuerk Rob: Mark Tymchyshyn Dr. Swanson: Clifton Davis Jerry Fleiss: Garrett M. Brown Mrs. Landers: Holly Fulger Sam: Kellen Hathaway Dog: Waldo Garry: Roger Rittenhouse

424 Grace Graduates

After twenty years, Grace is about to get her degree. Libby finds Grace's high school yearbook, and Grace and Nadine do some reminiscing. Grace goes on some extremely dreary interviews, including one for a P.R. job at the refinery, where she'd be making less than in her previous job there. After all her lousy interviews, it's pretty difficult to convince Quentin, who's studying for his PSAT test, that going to college will help him find a great job. As the oldest member of the graduating class, Grace gives the commencement speech. Guest cast: Rob: Mark Tymchyshyn Interviewer #1: Kyle T. Heffner Stevie Ray: Nick DiPaolo Interviewer #2: Dan Gerrity Charlie: Gregg A. Roebuck Interviewer #3: Gregory Daven Tracy: Kimberly Cullum Interviewer #4: Michael Krawic Dean: Milt Tarver Interviewer #5: Kyle Colerider-Krugh Guy: Mik Scriba Interviewer #7: Jim Meskimen Interviewer #8: Rob Elk

425 Grace's New Job

Grace lands a job with an ad agency in Victory, but, frustrated by the regimentation, she e-mails her boss with her complaints. The message is mistakenly sent to company headquarters, prompting a visit from the chief creative director, who offers Grace a job in St. Louis. Grace calls a family conference to see how the kids would feel about her going to St. Louis and, temporarily, leaving them behind with Jean and Jimmy. Quentin wouldn't mind having one less parent telling him what to do, but Libby is upset. Jimmy tells Grace she should take the job, and even Jean tells her she needs to follow her heart, while Wade promises that he and Nadine will help keep an eye on the kids. Grace promises Libby she can visit her really soon and leaves for St. Louis to pursue her new career. Guest cast: Jimmy: Geoff Pierson Eric: Wallace Langham Carl Huber: Roy Brocksmith Laurel: Kate Benton Barney: Steve Vinovich Stevie Ray: Nick DiPaolo Charlie: Gregg A. Roebuck

season 5

501 Smells Like Victory

Grace arrives home very late from her job in St. Louis and finds the kids still up, the house in disarray, Jean asleep on the sofa and Libby cleaning the kitchen. The next day Grace gets an unexpected work assignment and Libby must cancel her plans to go to the bookstore with Grace. Later they all go to a construction site where a bridge is being built, to see the large tractors. At the site, they're approached by an African American man who Jean thinks is about to mug them, but he's D.C., the owner of the company that's building the bridge. They talk briefly, and when Patrick gets his arm caught in a piece of equipment, D.C. rescues him and gives Grace some grief about working out of town and not being around for her kids. On Sunday night, as Grace is preparing to leave for St. Louis, she realizes it's getting more and more difficult for her to leave her family. When everyone gets up in the morning, Grace is there cooking breakfast. She's quit her job.

502 Grace Under Construction

Grace is in search of a job and Libby is worried that they're going to be poor again. Russell knows D.C. is looking for an assistant and suggests that he hire Grace, but D.C. says Grace talks too much and would give him attitude. He relents and offers Grace the job. She arrives at work and immediately begins making suggestions. D.C. says he'd like her to do what she was hired for and do it quietly. He's afraid she'll never be able to keep her mouth shut and thinks he'll probably have to fire her before the end of the day. But when D. C. realizes that Grace has saved the company several hundred dollars by effectively dealing with a stubborn delivery man, he says she can hang around for a while. Wade tells Grace that he and Nadine have been fighting over the phone since she's been at her mother's. Grace suggests that he put his feelings in writing, but he misunderstands and sends an angry letter to Nadine. And Grace introduces Wade to Dot, who tells him he needs a haircut.

503 Don't Ask, Don't Tell

l Wade's back from Colorado and tells Grace that he and Nadine are splitting up. He also tells her he's heard that some kids were partying down by the quarry, and it's possible Quentin may have been there. Libby tells Grace that Quentin has a new girlfriend. When Grace questions Quentin, he volunteers nothing and accuses her of not trusting him. Grace tells Quentin she'll try to back off a bit, but he'll have to meet her halfway. He admits that he and his girlfriend Laurie stopped by the party, but they didn't drink and they're not having sex. Grace is greatly relieved until Russell accidentally reveals that Quentin's been in the pharmacy buying condoms. When Grace confronts Quentin, he's on the defensive and demands his privacy. She tells him she just wants to be there for him and give him the benefit of some life lessons she's learned.

504 Mother Christmas

Louise, Grace's mom, arrives for the holidays, surprising everyone. Louise has definite ideas about how little girls are to be brought up and she disapproves of Libby's tomboy behavior. Her mission is to turn Libby into a demure young lady, and she starts with a present to Libby of ballet slippers. Grace has no use for Louise's attempts to mold Libby into the lady that Grace never was. She likes the strong, independent Libby and doesn't want her to change. And Libby is feeling quite uncomfortable from all the pressure she's getting from her grandmother. Meanwhile, Russell is selling "Photos With Santa" at the pharmacy with Quentin doing the photography, but Russell's disappointed when Dot refuses to pose in a silly elf costume.

505 A River Runs Through Him

Jean shows up at the construction site and demands that the bridge they're building be moved. it's blocking the "view" of the river from her late husband, Emmett's, gravesite. D.C. suggests they move Emmett instead, and Grace says she'll stop by the cemetery at lunch and find out if there's anywhere to move him. Later Grace tells Jean and Jimmy that the cemetery's full and Emmett can't be moved. Grace learns from Libby that Jimmy has enlisted Quentin's aid and gone to move his father. Grace arrives as they're digging up the casket and loading it on Jimmy's truck. Wade arrives in a boat just as the casket slips out of the truck and into the Mississippi. Wade takes them out in the boat to look for the casket. They have no luck and, after returning home, Grace tells Jean they moved Emmett under an oak tree by the side of the river and tells Quentin that sometimes brutal honesty is not the best choice. Dot does such a great job styling Russell's hair that he uses that as an excuse to ask her out on a date on a riverboat, and she agrees to go. Russell and Dot are stranded on the riverboat (presumably after a collision with the lost casket) and Dot, late for a haircut appointment, decides to swim ashore.

506 Finders, Keepers

Libby wants to go to Washington on a class trip, but Grace can't afford to send her. A tornado has hit Victory and there has been much destruction: the church steeple blew off, and an armored car from the casino took a direct hit and money flew all over town. After the storm, Quentin finds a cloth bag by the house with two-hundred-thousand-dollars in it. Everyone has an idea about how they could use the money, but Grace makes it clear that they'll be returning it. The casino management calls a press conference to thank the Kellys for returning the money, but when Grace hands over the bag, twenty thousand dollars is missing. Grace is interrogated for hours. She's afraid Jimmy took the money, and Wade makes her furious by hinting that maybe she took it herself But when Grace finds the missing money in the cookie jar, Jean confesses she took the money to help the church rebuild. As Grace returns the rest of the money, she cleverly tells a TV reporter that the casino has offered to pay for the rebuilding of the church steeple and will be sending Libby's entire fifth grade class to Washington. The casino has no choice but to comply.

507 Riverboat Queen

D.C. has a chance to bid on a hotel job for one of the biggest developers in the Midwest. Grace tells him he's going to have to make an extra effort to schmooze the guy and make him feel at ease, even though it isn't D.C.'s style. D.C. tells Grace she should join them for dinner. At dinner with Davis Walsh, the developer, things are a bit awkward, but Davis seems attracted to Grace. Davis is paged and excuses himself, and D.C. tells Grace she should play up to Davis for the sake of their getting the job. Grace immediately learns that it's actually D.C. that Davis is attracted to. When Davis again leaves the table, Grace tells D.C. that he's the one who's going to have to do a little flirting. Russell has good feelings about his new relationship with Dot, who has agreed to a second date with him. At dinner with Russell, Dot tells him she likes being with him but wants things to move slowly. Russell agrees, but he's busted when a strolling hypnotist puts him under and he tells the whole restaurant that he pictures Dot naked, wearing nothing but a gold chain he's going to give her. When he wakes up, it's obvious that Dot heard everything. She says everything's fine, but she still wants to take things one day at a time.

508 The Victory Tree

Libby visits the bridge construction site on a field trip and discovers that the Victory Tree that holds a significant place in the town's history is to be cut down. She's very upset, so Grace suggests she start a letter writing campaign to save the tree. Libby even stages a demonstration at the site, which makes D.C. irate that construction has been halted. He thinks the whole thing is Grace's fault because she's the one who suggested the field trip. Libby's amazed that Grace doesn't share her concern for the tree; but Grace tells her the bridge is important too, both for the town and for their family. A town meeting is called to discuss the fate of the tree. When D.C. tells everyone that the bridge represents thirty-million-dollars in revenue for the town, it's certain that the Victory Tree is doomed, but Grace demands that Libby also be allowed to have her say. Also, Russell has expanded his store and has built a fancy soda fountain. Russell used the town meeting as a chance to plug the soda fountain, and Grace tries to get him to hire Quentin as a soda jerk.

509 Grace Under-funded

Grace buys some new clothes for the first time in years and the next day learns that her paycheck will be late because D.C. is having trouble getting his payroll money from the government. On the way home from work, Grace's car catches fire, and will need a couple thousand-dollar's worth of repair. Jean volunteers to loan her the money, but the bank tells Jean that her account, which is also in Jimmy's name, has insufficient funds. There is a two-thousand-dollar withdrawal that Jean knows nothing about. When Grace and Jean investigate, they learn that Jimmy took the money to purchase swans, which he'd been persuaded were going to be the next food craze. Not knowing that swans fly, he built a pen with no top, and the swans flew away along with Jean's money. Meanwhile, a burglar has been hitting pharmacies in Victory, and Wade persuades Russell to let him set up a stake-out. And Grace and D.C. are forced to go to the federal building in St. Louis to take on the bureaucrats to get the money for the construction company.

510 Digging Up The Dirt

When D.C. and Grace have a meeting in a motel with an equipment supplier, gossip that they're having an affair flies around Victory. Jean gets the news at the fabric store, Libby hears it while going door to door for the school candy sale, and Wade hears the rumor that D.C. was at a motel with a prostitute. D.C. is upset that the rumors will cause Grace's co-workers to suspect favoritism, but Grace refuses to let the situation bother her. She flippantly starts a couple of stories of her own - that Russell's adopted, that a certain teacher in town has posed for a nudie magazine, and that the Kellys' neighbor Earl has been burying bodies in the backyard. Things backfire on Grace when it's revealed that Russell is adopted but Floyd has never gotten around to telling him. Mrs. Sheffield sheepishly reveals to Grace that she may be the teacher in question; she did pose, but it was as an underwear model in the Sears catalogue. The police arrive at Earl's and dig up his backyard where he's been burying dozens of roadkill animal corpses for years. Through it all, D.C. remains unamused.

511 Fire In The Hole

Wade shows up with Dan Gabriel, his old commanding officer in Vietnam, who's now a covert operations/demolition expert. Dan and Grace begin a verbal sparring match almost immediately. He's a warrior and a hard-core conservative, and Grace hates everything he stands for. Later, Dan has no trouble winning over Jean, and he talks to Libby about how to use psychological intimidation to defend herself against a bully who put gum in her hair. An angry Grace tells Dan to keep himself and his violent approach to life away from her kids, but their conversation ends in a passionate kiss. Grace is horrified that she's madly attracted to a guy she hates, and it's obvious that Dan's equally attracted. But Dan dives into the river to do some demolition work for D.C. and doesn't come back out. Everyone assumes he's dead, but later, Dan, very much alive, appears at Grace's and tells her he faked his death because he needs to disappear for awhile, but he'll be back to see her.

512 The Fall From Grace

At the construction site, Grace feels the resentment of her co-worker, Derrick, who wanted the job Grace has. Grace, who has asked D.C. for more responsibilities, is surprised when her old pal Vic from the oil refinery shows up and says he's desperate for a job. D.C. leaves the decision to Grace, who's on the spot because she knows that Vic is lazy. Feeling sorry for him, she tells him he can have the job, but warns him he can't let her down. Vic immediately begins to slack off and Derrick is smug that Grace has made a poor decision on hiring Vic. D.C. warns her that Vic better shape up or they'll both be out on the street, and points out that Vic is now up on a scaffold without a safety harness eating his lunch, even though lunch hour is long over. He tells Grace to go up and have Vic come down. Grace has vertigo but reluctantly goes after Vic. She orders him to puton a harness and come down and as he does, he falls to the ground and is rushed to the emergency room. Also, D.C. somewhat grudgingly tells Grace that her to climb up the scaffolding to get Vic has won her the respect of her co-workers. And, Russell tells Grace that Nadine is leaving Wade and isn't planning to return to Victory. It appears to be Grace's job to break the news to him. Wade tells Grace that if Nadine is leaving him he's going to have to hear it from her in person.

513 Grace Under Class

Grace stops by the pharmacy while Quentin's working at the soda fountain. Quentin's girlfriend Laurie is there, and Grace meets her for the first time. She also sees the expensive backpack Laurie has bought Quentin. Laurie has also bought Quentin expensive pants and a new camera. At home, Grace announces she's finally paid off her credit card and they're going to celebrate with a shrimp dinner. Quentin says to count him out since he's having dinner at the country club with Laurie and her parents. Grace voices her disapproval, and Quentin says she's just jealous that Laurie's family can buy him things that she can't. Grace meets Bev, Laurie's mother, and discovers that they agree about the presents to Quentin, and also find they have a lot in common. Maxine, a newly divorced woman, makes a pass at Russell at the pharmacy, and he's tempted, but instead he confesses to Dot that he's been thinking about someone else and feels guilty. Libby interviews D.C. for the school newspaper and voices her concern for the safety of the workers building the bridge.

514 Down In The Boondocks

At the pharmacy, Russell and D.C. get into a disagreement about a watch D.C. tries on that breaks before he has a chance to buy it. Grace runs into Bev, Quentin's girlfriend's mother, at the pharmacy. Bev tells her she's feeling suffocated in her marriage; being rich isn't that great. Grace has a hard time relating to Bev's problems. Grace is at home being driven crazy by Libby's trumpet practicing when Bev comes by and announces she'd like to stay with Grace for a while to get back to her middle class roots. Grace agrees to let her, though Quentin 's upset to have to live under the same roof with his girlfriend's mother. It soon becomes clear that Bev is having as much trouble adapting to life at the Kellys' as they are having her there. She takes two showers in the morning and depletes all the hot water and uses four towels a day. Grace thinks Bev could solve all her problems with an honest talk with her husband, but Bev disagrees. Grace takes Bev out to a bar to show her how dismal single life for a woman her age can be.