3.01 : Misery Loves Company <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Jeffrey Melman
Guest Starring:
Joe E. Tata as Nat Buccigio, James Pickens Jr. as Henry Thomas, Ann Gillespie as Jackie Taylor, Peter Krause as Jay Thurman, Denise Y. Dowse as Yvonne Teasley.
Featuring:
Mary Ellen Thomas as Mrs Goldberg, Natalie Cosby as Customer.

3.02 : The Twins, The Trustee, and the Very
Big Trip <summary>
Written by: Charles Rosin
Directed by: David Carson
Guest Starring:
Ann Gillespie as Jackie Taylor, Leanna Creel as Rorie, Monica Creel as Claire, Peter Krause as Jay Thurman.

3.03 : Too Little Too Late / Paris 75001 <summary>
Written by: Jonathan Roberts & Maria Semple & Karen Rosin
Directed by: Daniel Attias
Guest Starring:
Peter Krause as Jay Thurman, James Pickens Jr. as Henry Thomas, Josh Taylor as Jack McKay, Krista Errickson as Maggie, Meg Wittner as Ellen Shaw, Melissa Young as Lynette, Darrell Thomas Utley as Cameron Shaw.
Featuring:
Eric Stone as Frenchman #2, Christopher Halsted as Sleazy Guy, Endres Hules as Cabbie, John Kamal as Waiter, Lindsey Rosin as Girl #1, Shira Wasserman as Girl #2, Frank Bruynbroek as Frenchman #1, Randy Spelling as Kenny, Gladys Holland as Madame DuBois.

3.04 : Sex, Lies and Volleyball / Photo Fini <summary>
Written by: Chris Brancato & Kenneth Biller & Karen Rosin
Directed by: Jeffrey Melman
Guest Starring:
Alexandra Wilson as Brooke Alexander, Dana Barron as Nikki Witt, Krista Errickson as Maggie, Max Coppola as Pierre, James Pickens Jr. as Henry Thomas.
Featuring:
Maria Cina as Yvonne, Gigi Bermingham as Saleswoman, Oliver Mills
as Sidekick, Roberto Bonnani as LeConte, Mickey O'Connor as Street Performer, Gladys Holland as Madame DuBois.

3.05 : Shooting Star / American In Paris <summary>
Written by: Steve Wasserman & Jessica Klein & Karen Rosin
Directed by: Daniel Attias
Guest Starring:
Alexandra Wilson as Brooke Alexander, Dean Cain as Rick, James Pickens Jr. as Henry Thomas, David Sherrill as Jack Canner, Krista Errickson as Maggie, Darrell Thomas Utley as Cameron Shaw, Melissa Young as Lynette.
Featuring:
John Battle as Indigent, Randy Spelling as Kenny, Gladys Holland as Madame DuBois.

3.06 : Castles In The Sand <summary>
Written by: Ann Douahue
Directed by: Paul Lazarus
Guest Starring:
Alexandra Wilson as Brooke Alexander, Dean Cain as Rick, Ann Gillespie as Jackie Taylor, James Pickens Jr. as Henry Thomas, Matthew Laurance as Mel Silver, Darrell Thomas Utley as Cameron Shaw, Meg Wittner as Ellen Shaw.
Featuring:
Kirk Thornton as Ron Checkic, Sam Hall Kaplan as Sand Castle Judge, Randy Spelling as Kenny.

3.07 : A Song For Myself <summary>
Written by: Chris Brancato & Kenneth Biller
Directed by: Jeffrey Melman
Guest Starring:
Dana Barron as Nikki Witt, Nicholle Tom as Sue Scanlon, Joe E. Tata as Nat Buccigio, Cory Tyler as Herbert Little, Michael Cudlitz as Tony Miller, Denise Y. Dowse as Yvonne Teasley, Mark Kiely as Gil Meyers.
Featuring:
Jenny Kwan as Girl #1, Kimberly Hooper as Girl #2.

3.08 : The Back Story <summary>
Written by: Karen Rosin
Directed by: Bradley Gross
Guest Starring:
Dana Barron as Nikki Witt, Kamala Lopez as Beth Nielson, Josh Taylor as Jack McKay, Joe E. Tata as Nat Buccigio, Chadd Nyerges as B.J. Harrison, Michael Cudlitz as Tony Miller, Denise Y. Dowse as Yvonne Teasley, Julian Holloway as Back Story Narrator, Steven Barr as Don.
Featuring:
Kevin Carr as Teacher, Brooke Langton as Suds Lipton.

3.09 : Highwire <summary>
Written by: Star Frohman
Directed by: Bethany Rooney
Guest Starring:
Dana Barron as Nikki Witt, Joe E. Tata as Nat Buccigio, Jeff Doucette as Hudge, Nicholle Tom as Sue Scanlon, Chadd Nyerges as B.J. Harrison, Mary Kate McGeehan as Miss Signorelli, Denise Y. Dowse as Yvonne Teasley, Mark Kiely as Gil Meyers.

3.10 : Home And Away <summary>
Written by: Chip Johannessen
Directed by: Jack Bender
Guest Starring:
Michael Anthony Rawlins as Jordan Bonner, Michael Cudlitz as Tony Miller, Dana Barron as Nikki Witt, Denise Y. Dowse as Yvonne Teasley, David Lascher as Kyle Connors, Mushond Lee as Will, Scott Jaeck as Mr Chapman, Joe E. Tata as Nat Buccigio, Nicholle Tom as Sue Scanlon, Mark Kiely as Gil Meyers.
Featuring:
Dwayne Barnes as G-Loc, Ahmad Reese as Gerome, Trevor Bullock as Craig, Damon Elliott as Kody.

3.11 : A Presumption of Innocence <summary>
Written by: Karen Rosin
Directed by: Bethany Rooney
Guest Starring:
Jenny O'Hara as Pam Scanlon, Nicholle Tom as Sue Scanlon, Cliff Bemis as Henry, Dana Barron as Nikki Witt, Joe E. Tata as Nat Buccigio, Mark Kiely as Gil Meyers.
Featuring:
Marte Boyle Slout as Dr Littman, Courtney Barilla as Amy Scanlon, Rudi Davis as Guy #1.

3.12 : Destiny Rides Again <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Christopher Hibler
Special Appearance by: Rosie O'Donnell as Herself.
Guest Starring:
Dean Cain as Rick, Dana Barron as Nikki Witt, Joe E. Tata as Nat Buccigio, Ann Gillespie as Jackie Taylor, Cory Tyler as Herbert Little, Gregory Itzin as Father Chris.
Featuring:
Sabrina Wiener as Little Girl.

3.13 : Rebel With a Cause <summary>
Written by: Star Frohman
Directed by: Daniel Attias
Guest Starring:
Joe E. Tata as Nat Buccigio, Denise Y. Dowse as Yvonne Teasley, Dean Cain as Rick, Cory Tyler as Herbert Little, Jeff Doucette as Hudge, Paula Trickey as Dottie.

3.14 : Wild Horses <summary>
Written by: Chris Brancato & Kenneth Biller
Directed by: Bobby Roth
Special Guest Star: Alice Krige as Anne Beresford.
Guest Starring:
Dana Barron as Nikki Witt, David Arquette as Diesel Stone, Denise Y. Dowse as Yvonne Teasley, Cory Tyler as Herbert Little, Jeff Doucette as Hudge, Rob Nilsson as Lowell.
Featuring:
Martin Davidson as Keenan, Thompson Hunt as Blade, Wendi Westbrook as Emcee.

3.15 : The Kindness of Strangers <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Richard Lang
Guest Starring:
Valerie Wildman as Christine Petit, Josh Taylor as Jack McKay, Christina Belford as Samantha Sanders, Joe E. Tata as Nat Buccigio, Denise Y. Dowse as Yvonne Teasley, Melanie Smith as Alyssa Garner, Clyde Kusatsu as Frank, Rick Lieberman as Director, David Sherrill as Jack Canner.
Featuring:
Alede Pope as Volunteer, Michael David Edwards as Grip.

3.16 : It's a Totally Happening Life <summary>
Written by: Karen Rosin & Charles Rosin
Directed by: Richard Lang
Guest Starring:
Dana Barron as Nikki Witt, Joe E. Tata as Nat Buccigio, Denise Y. Dowse as Yvonne Teasley, Robert Costanzo as Clarence, Bonnie Urseth as Miriam, Mark Kiely as Gil Meyers.
Featuring:
Seth Dillon as Kid #1, Jeffrey Licon as Kid #2, Marcus Toji as Kid #3.

3.17 : The Game Is Chicken <summary>
Written by: Chip Johannessen
Directed by: Jack Bender
Guest Starring:
Thomas Wilson Brown as Joe Wardlow, Cyril O'Reilly as Frank Padilla, Joe E. Tata as Nat Buccigio, Seth Green as Wayne, Vidal Peterson as Adam, Robert David Hall as Mr Lehrer.

3.18 : Mid Life, Now What? <summary>
Written by: Lana Freistat Melman
Directed by: Robert Becker
Guest Starring:
Ann Gillespie as Jackie Taylor, Joe E. Tata as Nat Buccigio, Paula Trickey as Dottie, Billy Vera as Duke Weatherall, Pamela Bowen as Babette Lewis, Louan Gideon as Gina, Dierk Torsek as Benjamin Cramer.
Featuring:
Edwina Moore as Announcer, Amanda Bleck as Debbie, Blake Foster as Kevin, Ashley Malinger as Denise, Nicholas Matus as Kyle.

3.19 : Back In The Highlife Again <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Billy D'Elia
Guest Starring:
Josh Taylor as Jack McKay, Ann Gillespie as Jackie Taylor, Joe E. Tata as Nat Buccigio, Valerie Wildman as Christine Petit, Matthew Laurance as Mel Silver, Ron Harper as Mickey Garwood.
Featuring:
Jeff Coopwood as Reporter #1, Sergio Sanchez as Reporter #2, Joe Scott as Waiter.

3.20 : Parental Guidance Recommended <summary>
Written by: Chip Johannessen
Directed by: Gwen Arner
Special Guest Star: Stephanie Beacham as Iris McKay.
Guest Starring:
Josh Taylor as Jack McKay, Joe E. Tata as Nat Buccigio, Michael Anothony Rawlins as Jordan Bonner, Raymond O'Connor as Curtis Bray, Sharon Lawrence as Paulette.
Featuring:
Mark Korman as Preppie.

3.21 : Dead End <summary>
Written by: Star Frohman
Directed by: Jeffrey Melman
Guest Starring:
Josh Taylor as Jack McKay, Joe E. Tata as Nat Buccigio, Valerie Wildman as Christine Petit, Ann Gillespie as Jackie Taylor, Billy Vera as Duke Weatherall, Michael Anothony Rawlins as Jordan Bonner, Christine Mitges as Grace Feldman, George McDaniel as Terry Wilson, Rod McCary as Rob Lanze, Sandy Freeman as Realtor, Miguel Perez as Mel Borman.
Featuring:
Robert MacKenzie as Reuben, Adam Tucker as Mike, Robert S. Telford as Live Abroad.

3.22 : The Child Is Father to the Man <summary>
Written by: Karen Rosin & Charles Rosin
Directed by: James Whitmore Jr.
Guest Starring:
Joe E. Tata as Nat Buccigio, Valerie Wildman as Christine Petit, Raymond O'Connor as Curtis Bray, Stephen Rowe as Serge Menkin, Miguel Perez as Mel Borman.
Featuring:
Tim Anderson as Inner Child, Matt McKenzie as Reporter #3, Adam Tucker as Mike, Hugh Holub as Mr Jessup, Jeff Coopwood as Reporter #1, Sergio Sanchez as Reporter #2, Larry Randolph as Preacher.

3.23 : Duke's Bad Boys <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Robert Becker
Guest Starring:
Joe E. Tata as Nat Buccigio, Raymond O'Connor as Curtis Bray, Stephen Rowe as Serge Menkin, Billy Vera as Duke Weatherall, Christian Hoff as Jeff Stellar, Michael Cudlitz as Tony Miller, Mark Kiely as Gil Meyers.
Featuring:
T.K. Crowley as Jock.

3.24 : Perfectly Perfect <summary>
Written by: Gillian Horvath
Directed by: Bethany Rooney
Guest Starring:
Ann Gillespie as Jackie Taylor, Joe E. Tata as Nat Buccigio, Michael Anothony Rawlins as Jordan Bonner, Jennifer Grant as Celeste Lundy, Michael Cudlitz as Tony Miller, Rod McCary as Rob Lanze, Larry Anderson as Host, Shishir Kurup as Dr Tarica, Rick Zieff as Bobby Pandolfo.
Featuring:
Rebecca Herbst as Miss Brower, Patricia Conklin as Mrs Brower, Robin Lange as Adrienne, Tanya Linette-Smith as Girl.

3.25 : Senior Poll <summary>
Written by: Chip Johannessen
Directed by: Chris Hibler
Guest Starring:
Joe E. Tata as Nat Buccigio, Denise Y. Dowse as Yvonne Teasley, Michael Cudlitz as Tony Miller, Ann Gillespie as Jackie Taylor, Bianca Ferguson as Doctor.
Featuring:
Jon Clair as Usher, Donna Eskra as Maura, Brandon Rane as Photographer.

3.26 : She Came Through The Bathroom Window <summary>
Written by: Ken Stringer
Directed by: Jason Priestley
Special Guest Star: Burt Reynolds as Himself.
Guest Starring:
Joe E. Tata as Nat Buccigio, Michael Cudlitz as Tony Miller, Cathy Podewell as Ginger O'Hara, B.J. Ward as Voice, Marlon Archey as Cop #1, Melissa Christopher as Rosie, Mark Kiely as Gil Meyers.
Featuring:
Zale Kessler as J. Thomas Parnell, Daniel Moriarty as Cop #2, Jan Eddy as Truck Driver, James Martin Jr. as Security Guard, Brian David Price as Fan, James Logan as Dean Alexander.

3.27 : A Night To Remember <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: Richard Lang
Special Guest Star: Cathy Dennis as Herself.
Guest Starring:
Joe E. Tata as Nat Buccigio, Ann Gillespie as Jackie Taylor, Denise Y. Dowse as Yvonne Teasley, Michael Cudlitz as Tony Miller, Jennifer Grant as Celeste Lundy, Katherine Cannon as Felice Martin, Michael Anothony Rawlins as Jordan Bonner, Matthew Laurance as Mel Silver, Arthur Rosenberg as George Ephardt, Shawn Levy as Howard Banchek, T.C. Warner as Toby, Lou DiMaggio as Blaze Reporter, Mark Kiely as Gil Meyers.

3.28 : Something In The Air <summary>
Written by: Steve Wasserman & Jessica Klein
Directed by: James Whitmore Jr.
Guest Starring:
Joe E. Tata as Nat Buccigio, Ann Gillespie as Jackie Taylor, Denise Y. Dowse as Yvonne Teasley, Katherine Cannon as Felice Martin, Matthew Laurance as Mel Silver, Michael Durrell as John Martin, Arthur Rosenberg as George Ephardt, Mimi Lieber as Melanie Silverman, Shawn Levy as Howard Banchek, T.C. Warner as Toby, Mark Kiely as Gil Meyers.
Featuring:
Robert Greenberg as Teacher, Philip Weyland as School Board Clerk, Mary Marshall as Richter, Cliff Wong as Chang, Susan Sanders as Lufrano, Bill Storbin as Dula.

3.29 : Commencement (Part 1) <summary>
Written by: Karen Rosin & Charles Rosin
Directed by: Daniel Attias
Special Guest Star: Stephanie Beacham as Iris McKay.
Guest Starring:
Joe E. Tata as Nat Buccigio, Ann Gillespie as Jackie Taylor, Denise Y. Dowse as Yvonne Teasley, Michael Anothony Rawlins as Jordan Bonner, Michael Cudlitz as Tony Miller, Vasili Bogazianos as Eric Ruben, Mark Kiely as Gil Meyers.
Featuring:
Amy Leland as Girl.

3.30 : Commencement (Part 2) <summary>
Written by: Karen Rosin & Charles Rosin
Directed by: Daniel Attias
Special Guest Star: Stephanie Beacham as Iris McKay.
Guest Starring:
Ann Gillespie as Jackie Taylor, Josh Taylor as Jack McKay, Denise Y. Dowse as Yvonne Teasley, Scott Jaeck as Mr Chapman, Mark Kiely as Gil Meyer.