Carrie wants a promotion at her work, but her boss says the committee won't hire her because of the way she talks. An upset Carrie decides to get diction lessons from Spence, to learn how to speak more lady like. Doug's mother comes up to visit and sits in on a guys gambling game. Doug begins to notice that she can really play so he invites her in on more games to cash in on more money.
Doug and his friends get an apartment above a Chinese restaurant in order to be away from the women in their lives. Carrie takes on Kirstie Alley as a client but soon finds out she has to be a designated "eater": for her. After a botched delivery by Doug (who takes on a job at the restaurant to pay the rent) Carrie finds out about the apartment.
When Arthur comes home from his vacation, he brings Doug and Carrie a set of sheets as a souvenir and he brings some bed bugs along too. Carrie and Doug then have to have an exterminator take care of them and he said it will take all night. So now they have to spend the night out in the city where a lot happens. Spence and Danny argue on where they want to take a vacation. Danny wants to go to Vegas, while Spence wants to go to the Aztec Ruins. So to settle their argument they wrestle for it.
It's Doug's 40th birthday and when Carrie's co-worker begins to question Carrie on whether Doug is freaking out or not about getting older and not accomplishing a whole lot, Carrie then begins to try to make Doug realize that he should start wanting to do more with his life. So Doug decides he wants to ride a roller coaster that he was to afraid to ride when he was younger.
When going to the cinema, Doug and Carrie can't decide on which film they want to see. They run into Deacon and Kelly and it turns out Kelly wants to see the picture Doug wants to see and Deacon likes the film Carrie likes. It turns out Doug and Kelly have more in common and they start doing more things together. So do Deacon and Carrie.
Carrie has to go build houses in Hartford for work while Doug wants to watch Planet of the Apes all weekend with her. He follows her to Harford and finds out she had a change of plans that didn't involve him. Meanwhile Danny and Spence find a way to sneak into a Huey Lewis concert, but things don't go well.
Carrie's work has her mentor a troubled teen, but when actually hanging out with the teen, Carrie begins to become more pressured into her old misbehaving self. Another packaging company named Priority Plus takes the IPS table at Doug's hangout and the IPS drivers let them know how much they hate them. But Doug later befriends one of them and he tries to keep the relationship secret.
Arthur accidentally starts a fire in Doug and Carrie's basement, so Carrie then begins to think that her and Doug should find him a retirement home to go live in. When Doug starts to clean out the basement by removing Arthur's things, Doug sees that Arthur used to be an actor and he finds out that he gave up the career for Carrie. This gives Doug second thoughts on giving Arthur the boot. It's Danny and Spence's two year anniversary and Spence reminds Danny on the bet they had on Spence getting the bigger room, but Danny is willing to fight him over it.