Ellen goes on a scholastic trip to a museum with Adam and Paige to expand her cultural horizons where she meets an attractive English college professor. Desperate to win his affections, Ellen tries to impress him after he asks her out to a jazz concert and then to an opera. But when Ellen introduces him to the world of TV, his fixation on it makes their relationship boring. Meanwhile, Joe moves in the bookstore after having a fight with Stephanie.
Ellen is doing everything she can to keep the terminally annoying and obnoxious Audrey from moving into her neighborhood. Ellen helps Audrey locate a cheep house, but it gets destroyed in an earthquake, so Audrey moves in with Ellen. When Ellen moves to a guest house it burns down, then Audrey finds a place of her own... in Ellen's building. Meanwhile, Paige dates an alternate juror for a high-profile Hollywood murder trial, and Adam tries to catch a newspaper thief. Also, Joe tries to catch some rats infesting the bookstore, while the animal lover Stephanie objects ...
Paige persuades Ellen to relieve her job stress at a posh health spa she is going to for the weekend, which brings out tension between both of them over the painful massages, mud baths, and dinner schedules. Eventually, Ellen and Paige try to sneak out of the place for some "real food" but get literally get stuck on the fence surrounding the complex. Meanwhile, Adam tries to broaden his circle of friends, starting with Joe.
Determined to revive a childhood dream that her annoying and nagging parents, Lois and Harold, quashed, Ellen begins taking ballet lessons, being taught by Peter, and sets her sights on dancing the lead in her class recital and seeks more help in her dance moves with Adam who also took ballet lessons when he was in college. But on the night of the recital, when the lead ballerina sprains her back showing Ellen a certain move, she is forced to take the ballerina's place. Meanwhile, Paige begins dating a man from a karate class that dresses differently out of his karate...
After her apartment is robbed, a paranoid Ellen goes on a safety spree by taking personal defense classes from a police detective, purchasing trigger alarms, and even having a life-size dummy for protection. But her obsession with security makes her a model of insecurity to Paige, while Audrey tries to persuade Ellen to have a gun around.
Ellen and Audrey both have erotic dreams about Adam, but where as Ellen seeks answers with a therapist, Audrey vows to make the dreams realities. After being seduced by Audrey, Adam thinks it was a mistake which leads him to fake a relationship with Ellen.
At Adam's advice, Ellen reluctantly becomes a contestant on the TV sports show "American Gladiators." Ellen becomes smitten with fellow gladiator Nitro whom Adam tries to bond with. But on the day of the competition, Ellen becomes fighting mad when her female combatant, Ice, ruins her budding romance with Nitro. Meanwhile, Audrey decides to sue Paige after they collide with each others cars, and Joe tries acting nice to the customers after getting a hate note from an unknown regular customer.
After receiving a $5,000 tax-refund check, Ellen donates it to the Helping Hand charity foundation, much to Peter's delight. But when IRS wants it back saying it was a mistake, Ellen finds that Peter has already spent it to expand the charity fund. Meanwhile, Adam hires Paige to pose as various items for a new photography job he has, and Joe tries to make the coffee stand look more "American" due to his fears of being deported back to Canada dues to Ellen's problems with the IRS.
Ellen joins an animal rights activist group that stages an illegal protest of the killing of ferrets. When Ellen is thrown in jail during the protest, she lands in the custody of her annoying parents, Lois and Harold. After a few days, Ellen can't stand this and borrows her parents car and runs off with Paige and Adam to a rock concert, but afterwords is stopped by the police who claims that her parents have reported the car stolen.
Ellen feels guilty about lying to her mother, Lois, of not being able to have lunch with her in order to go on a ski trip with Paige and Adam. So, Ellen visits her therapist, Dr. Whitehead, who prescribes a dose of total honesty with her parents. But telling the truth proves to be more than the dysfunctional Morgan family bargained for. Meanwhile, Paige decides to take up a new hobby of skydiving, and Adam tries visiting a sperm bank to donate some of his.
Ellen rekindles a romance with Dan, the former pizza delivery man who returns after a six-month stay in Italy. But Ellen soon thinks that Dan is a drug smuggler after learning of his import-export business, and strange men that bring a package to her door. Meanwhile, Adam becomes hounded by Audrey's jealous policeman ex-boyfriend.
During a visit from her annoying parents, Dan finally clears the air with Ellen over his flour import business. Three weeks later, Ellen's relationship with Dan heats up after weekend long bed-in together, despite her getting cold feet about pushing on. Meanwhile, Adam finally caves in to Audrey's burning desire for him, and Paige feels left out in the cold when Ellen now spends all her time with Dan than her, which leads to all of them being at a movie theater where Ellen tries to patch things up between her and Paige.
A major earthquake hits Los Angeles, and damaging Ellen's bookstore Buy the Book. Ellen tries to get her friends to rally around to her fix up the store, but they are more interested in their own problems, such as Adam taking photos of the damage and Paige trying to get into the dry cleaners store next door for a dress suit. Meanwhile, Ellen's cousin, Spence Kovak, a doctor, arrives and moves in with her after revealing that he has been kicked out of his New York medical practice.
Ellen feels left out when Adam and Paige's careers blossom over his photography job with Life magazine, and her new job as a film executive. So, Ellen cashes in the earthquake insurance money and embarks on a journey to find her own dream by boarding a bus to Barstow. But Ellen instead gets detoured to a run down museum in the desert where she sees her own dream.
After Spence gets a cable system installed in Ellen's apartment, she gets addicted to Thirty-something re-runs. When Ellen accidentally tapes over a videotape of Paige's sister, Heather, giving birth to twins with an episode of 'Thirty-something', Ellen then tries to make up for it by throwing a lavish baby shower for her at the reopened bookstore. But when the guests clamor to see the tape, Ellen must tell them the truth.
Spence has a one-night stand with Karen, an attractive but incredibly dumb new member of Ellen's book group. When Spence tells Ellen that he does not want to get involved in a relationship with Karen, this makes Ellen think about rewriting the rules of dating which leads her to try to get back at Spence, only to realize that Karen is married.
Adam gets a photography job for the Sun Times in London and decides to leave immediately. At Adam's going away party at the bookstore, he makes a personal revelation to Ellen that he really loves her, who must deal with the awkward circumstance when his trip is postponed.
As Halloween approaches, Ellen's high spirits have no effect on Spence who's haunted by thoughts of his failed career as a doctor. Meanwhile, Paige doesn't have a ghost of a chance of completing her first big movie assignment without help in reading from a stack of old screenplays for ideas. Also, Joe is spooked by the constant presence of Audrey who thinks she got hired at Buy the Book.
Ellen is pleased to learn that her eccentric mother, Lois, is in therapy. But Ellen's not crazy about Lois' idea that mother and daughter become friends which leads to all kinds of complications at a pool hall and Lois' bridge club. Meanwhile, Paige and Spence quarrel over who will use Ellen office computer for the day as she has to work on finishing her movie screenplay and he to finish his application to law school.
Inspired by domestic diva Martha Stewart during a book signing, Ellen throws an elegant dinner party at her apartment and invites everyone over (except Audrey whom she leaves to close up the bookstore). The attendees include Spence and his new actress girlfriend, Denise (who's stuck wearing Sci-Fi alien makeup), and Paige with her gay assistant, Barrett, who has a meeting of minds with Peter. But Ellen's the one who's thrown for a spin when Joe arrives with Martha Stewart herself, and the dinner Ellen tries to cook turns out bad.
Ellen is thrilled when Paige's first film project is shooting a scene at Buy The Book with Carrie Fisher. But Ellen's enthusiasm for show biz is soon outweighed by her disappointment with Paige's show-biz ways. Meanwhile, Spence tries to build a new book shelf for the apartment, with some complicated assembling required.
Spence's father, Burt, arrives in town after learning that his son has been kicked out of his medical practice and they immediately begin quarreling. But thanks to Ellen's mis-communication, Spence and his father reach a peace settlement after Burt mistakenly thinks that Spence is going back to med school. But Ellen is determined to set things straight, even though it will result in father and son resuming their battle of wills. Meanwhile, a new movie is playing at the cinema next door to Buy the Book which takes away all the customers, plus the loud noise affects ...
Ellen and her book group are invited to appear on "Book Chat," a local TV program on book reading. But when the host, Erik Matthew Marshall, tells them that only three of them can appear out of the five, the members, redneck Will, eccentric Mrs. Rogers, dumb Karen, emerge Rajani, and unsure Kenny, offer Ellen gifts and visits to make up her mind when the choice narrows down to her. Meanwhile, Audrey takes over making coffee at the bookstore when Joe injures his wrist.
Ellen invites Spence to celebrate Christmas with her obnoxious and unhinged parents. But Ellen's holiday spirits hit an all time low when Lois and Harold have to leave town to go on an ocean cruise. They present her with a Christmas gift to last forever: a cemetery burial plot. Spence, Paige, Joe and Audrey try to cheer up Ellen when she decides to visit her eternal resting place in a San Fernando cemetery on Christmas Eve. Elsehwere, Joe and Audrey deal with an eccentric temp worker, named Tad, whom they employ for the Christmas holiday.