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| Episode cast overview, first billed only: | |||
| Kimberly Williams-Paisley | ... | Isabel Lukens (as Kimberly Williams) | |
| David Conrad | ... | Leo Roth | |
| Jane Adams | ... | Karen Lukens | |
| Cliff De Young | ... | David Lukens | |
| Lisa Edelstein | ... | Rhonda Roth | |
| Adam Goldberg | ... | Doug | |
| Devon Gummersall | ... | Jake Roth | |
 |
Robert Katims | ... | Hal Roth |
| Poppy Montgomery | ... | Jennifer Lukens | |
| Richard Schiff | ... | Barry Roth | |
| Mary Ellen Trainor | ... | Eve Lukens | |
| Randall Batinkoff | ... | Everett | |
| Kristin Dattilo | ... | Suzanne | |
| Maria del Mar | ... | Julia Cordoza | |
| Kip Gilman | ... | Professor Schrader | |
Isabel has moved back with her parents and cut her hair short. Karen is living with Doug after leaving Alan. There is awkwardness between her and Leo. Leo's grandpa has a heart attack. Jennifer is sleeping with her married professor.
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