After the video production company folds, Campbell and Nell both get full time jobs at his father's business where Leonard wants to make Campbell a vice president and Nell decides to go on a Norma Rae-like quest. Henry returns home to learn more about his father but ends up deciding to reconcile with Charlotte. Ben feels like he's in a rut so he convinces Jane that they should look for a new house.

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Campbell ends up having to take care of Nick after he's let out of rehab. Nick suggests that Campbell should sell his kidney in order to keep funding the failing video company. Leonard rejects Ben's sexier and hipper new company catalogue. Nell discovers that a former childhood bully has become an actress on a popular daytime soap opera. Henry recieves news that his father has passed away.

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Cambell begins shooting his children's video and steals away Britney, one of Ben's catalogue models, to star in it. Nell pursues a relationship with Michael but ends up getting hurt. Henry tires of having to meet Charlotte in motel rooms so she gets him an apartment. Jane tries to keep her sex life with Ben active but he suspects that her motives are driven by insecurities.

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Campbell prepares for the production of his first children's video but finds that he is alone in the business despite promises from his friends that they would be involved. Henry wants to advance his relationship with Charlotte but finds it difficult when her husband returns home from a business trip. Nell ends up spending time with her father's friend, Michael, after her father cancels his plans to come to L.A. and see her. Ben begins hiring models for a new catalogue that he hopes will modernize the Chasin's company and impress his father.

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With his career as a band manager dead, Campbell decides to start a production company for children's videos when he discovers that it's a very lucrative business. Nell lands a job at another firm and tries to prove to her new boss that, despite her track record, she's actually very dependable. Henry tries to help a depressed Charlotte and ends up getting closer to her. Ben and Jane return home from their honeymoon earlier than expected, sparking rumors that their marriage is already in trouble.

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The story about three Los Angeles friends begins; Campbell, the manager of a band whose career ends when the bandmembers end up in either prison or rehab. Nell, an ad exec who doesn't want to commit to her job. And Henry, a writer who can't seem to further himself past a job at an adult internet site. The story begins with Campbell finding it difficult to take part as best man at his brother Ben's wedding since he may have feelings for bride-to-be Jane, who Campbell dated at one point in the past. Nell asks Henry to move in with her, a rash decision she may soon regret. Henry finds himself attracted to his attractive-but-married boss Charlotte.

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