Doug, Carrie, Deacon (Victor Williams) and Kelly (Merrin Dungey) attend a wedding of a man Carrie had sex with once, but Doug did not know until right before the wedding and he does not tell Carrie he knows.

On Valentine's Day, Arthur attends a party at his senior center and meets a woman Mary (Jerry Stiller's real-life wife Anne Meara) and the two begin a love affair. Carrie is waiting for Doug at restaurant but Doug is stuck at Spence's birthday party, but when Spence arrives, he and his mother (Grace Zabriskie) get into a fight and Doug, Deacon and Richie are stuck at his home with Spence's mother; while waiting for Doug, Carrie meets a "schmuck" (Shaun Weiss) at the restaurant and transforms him to be more charming.

Doug accidentally shoots himself with a staple gun in a "private" place while fooling around at work. Rather than go to the hospital, he must struggle through a loan interview for Carrie.

When Doug and Carrie go on vacation to celebrate their anniversary, they decide to take Deacon and Kelly, which ends up being a big mistake.

Doug gets stuck half way in the attic during a visit from Ray and Debra Barone (Ray Romano and Patricia Heaton).

Doug gets a big head after a waitress flirts with him.

Carrie invites a friend and her husband to stay over for the Thanksgiving weekend, meaning Doug would probably have to entertain her husband. Doug however finds him dull, so after Spence and his mother get into a fight, Doug takes advantage and convinces Spence to ask to stay over at the Heffernans.

During Christmas time, Doug receives his Christmas bonus and Carrie eventually talks Doug into investing it into net stocks.

Doug's cousin Danny (Gary Valentine) has no best man for his marriage, so Doug reluctantly fills in and also arranges a bachelor party. Unfortunately Danny does not seem to have many friends who want to come.

It's Doug's high school football reunion and he boasts about his famous block. But everyone besides him remembers his now handicapped ex-team mate (Pat Finn) making the block. Doug tries to find proof on some old tapes.

Arthur moves upstairs because his cellar gets too cold in winter. Doug does not like it and waits for warmer weather, but Arthur does not seem to want to move back.

Back in the 1980s, Richie invites Carrie and a friend of hers over to his and Doug's apartment. While Richie hits it off with the friend, Doug and Carrie have a tough time.

Doug and Carrie are happy with their new friends. But then the Shmenkmans meet Deacon and Kelly and it turns out the two couples have a lot in common.

Doug takes Arthur out for lunch, so Carrie can arrange a surprise birthday party. Doug runs into some problems with Arthur at the buffet, meanwhile the waiting guests back home are starting to fight.

After promising to go to the theatre with Carrie, Doug and Deacon take a trip to Atlantic City.

Doug decides to become a "big brother" and agrees to participate in a 10 kilometer race supporting heart disease.

Carrie gets angry at a waiter and the manager at a recently found favorite restaurant of Doug's. So Carrie bans him from ever going there again. However Doug defies her and goes back there for lunch.

Doug and Carrie both have very specific ideas on how to spend their vacation together. Doug wants to rent an RV, while Carrie prefers a visit to Paris. They flip a coin, and Doug wins. In order to make Doug reconsider his idea, Carrie invites her father on the cross-country trip. She assumes that Doug would not want to spend his vacation in a confined space with the old man. However, to spite her, Doug not only agrees to take Arthur along, but invites Spence as well.

Carrie decides to return to college with very little time to get things done.

Doug's car breaks down, so he goes out and buys a new Jeep Grand Cherokee just as his union goes on strike against IPS.

Second week of the IPS strike; Doug gets a job as a substitute teacher.

Doug and Carrie watch Deacon and Kelly's kids while they are out of town. When one of the kids sees them making love in the Palmers' bedroom, they must keep him from telling his parents.

In order to watch the upcoming Super Bowl on a high-definition television, Doug hatches a plan to have his sister Stephanie (Ricki Lake) date Carrie's wealthy boss Doug Pruzan (Alex Skuby).

After Carrie tells Doug that it's okay for him to find other women attractive, he asks her to tell him which men she finds attractive. Among others, she says she finds Deacon good looking, which causes Doug to become jealous. Doug complains about it to Deacon, who brags about it to his wife, Kelly. Deacon's paintball birthday party turns into a jealous war.

Note 1: Jerry Stiller does not appear in this episode.

When Doug accuses Carrie of being too hard on Arthur, he volunteers to be the latter's caretaker, only to find the task much more demanding than he had anticipated.

Doug considers getting a new job at FedEx after Mitch (Craig Anton), a FedEx supervisor (who previously worked at IPS), made it sound like a better career choice. Meanwhile, Carrie gets addicted to tanning cream after helping her neighbor, Lou Ferrigno, spread it all over his body.

During the Palmer's separation, Doug and Carrie go to the movies with Kelly while Deacon takes care of the kids at Spence's house. At the movies, Carrie runs into Bill (Joseph C. Phillips), a co-worker who seems interested in Kelly. The two end up going on a date just when Deacon is ready to patch things up with her.

Doug, Carrie and Arthur head out to the airport to visit with Doug's parents (Jenny O'Hara and Dakin Matthews) while they have a short layover at Kennedy Airport on their way to Montreal. Doug becomes uncomfortable during their reunion when his parents ask him to sign their living will, making him responsible for pulling the plug. When Doug's sister Stephanie gets wind of this, she is offended that she wasn't selected to be responsible for the unenviable task.

A hurricane destroys the fence separating the backyards of the Heffernans and the Sackskys (Bryan Cranston and Dee Dee Rescher). When Carrie rejects their idea of a combined backyard by reinstalling the fence, the Sackskys retaliate by installing an above ground pool.

Note 1: Jerry Stiller does not appear in this episode.

Doug gets a night job working as limo driver and tells Arthur that because the contractor they were using is now too expensive with Carrie being pregnant, he would finish the downstairs bathroom himself. However, the responsibility of working two jobs and Arthur constantly bothering him to finish his bathroom prove too much for Doug, in which he finally collapses at one of Carrie's appointments. In the end, she loses the baby.

In an effort to spend more time with Carrie, Doug hires Holly (Nicole Sullivan) a dog walker to walk Arthur. The plan backfires when Carrie starts spending more time on her own endeavors rather than with Doug.

Doug is on course to break the record for the number of days without an "incident" - no complaints and no broken packages. The older members of the IPS depot aren't too happy that Doug is going to break the record held by their friend.

Following Kelly and Carrie to dinner, Doug, with Deacon as his passenger, accidentally hits Kelly's car while sneaking a peek at a strip club.

Carrie brings Doug to her company retreat for the weekend. Carrie tries to get Doug to look like a successful person, but he puts on a bad show. Doug tells Carrie that he'll try to work harder to her get a promotion, only to go too far when he tells one of the senior partners that he climbed Mt. Everest.

Arthur has a minor heart attack after Doug accidentally scares him on Halloween.

While Arthur is in the hospital, Carrie starts doubting that she still loves her father. After looking in his room and discovering her Florida State University acceptance letter, it is revealed that Arthur hid this for his own selfish reasons, further questioning her feelings for him.

Carrie's boss requests her to get Doug to be an expert witness in her company's court case, but she feels unsure on how Doug will do. She enlists Deacon instead, only to have second thoughts on not using Doug. Meanwhile, Spence and Danny have a house-warming party after moving in together, where Danny meets Holly. Danny wants to ask Holly out, only for Spence to forbid it.

Carrie grows jealous when Spence's girlfriend recruits Doug to test her culinary work. Meanwhile, Arthur's lack of classical movie knowledge shocks Carrie.

Deacon convinces Doug to come along to Atlantic City for a weekend. Carrie wants to go salsa dancing with Doug but concedes to the latter's wishes and goes to Atlantic City with him. However, Deacon sends a message that he won't be coming, revealing his falling out with Kelly. Doug and Deacon's boss on the other hand, overhears their conversation and ends up meeting Doug and Carrie at Atlantic City, much to the couple's dismay.

Carrie persuades Doug to take Deacon to a nightclub to cheer him up, but it's Doug who really gets into the scene.

Doug and Carrie sneak off to New Orleans without Doug's cousins after reneging on a deal to travel with them. The trip soon turns into a struggle to stop Doug's cousins from finding out their ruse. Elsewhere, Arthur decides he wants to create a comic strip for Playboy Magazine and hires Spence to draw it for him.

Carrie's work has an annual golf trip, but Doug and Carrie used to always take Deacon and Kelly. Now that Deacon and Kelly have separated, Doug and Carrie have to try to find another couple to invite to the golf trip. However, Doug and Deacon later meet Leslie (Angelle Brooks), freeing up Deacon to bring her and join Doug and Carrie to the trip. Carrie meets Leslie and has a hard time bonding with her despite Doug being able to. Meanwhile, Holly agrees to watch Deacon's kids as he goes to the annual golf trip, but she has to bring a reluctant Arthur along.

Doug's uncle Stu (Gavin MacLeod) is willing to pay for Doug's dream, his own sandwich shop. Carrie doesn't think it is a good idea but is afraid to tell Doug.

Doug and Spence have a high school reunion where the former is looking forward to it until Carrie starts sporting a new hairstyle, which is a tight bun that he thinks looks like a librarian's hair. Doug is now afraid that she'll also sport that hairstyle to the reunion. Meanwhile, Spence doesn't want to attend the reunion because he had a relationship with one of his teachers that ended really badly.

Doug and Carrie donate enough money to Kirby's school library to become one of its patrons. However, a series of misunderstandings with the librarian, Nana Louise (Marla Gibbs), lead Doug and Carrie to go to great lengths to correct her mistakes.

Doug takes a $100 from his and Carrie's savings stash to bet on boxing. When he and Deacon win $5,000, they hide the winnings from their wives by blowing the entire amount in one day, which includes having singer Eddie Money give them a private concert.

When Carrie and Arthur's constant fighting begins to irritate Doug, Arthur is taken to a therapist (William Hurt) to discuss why he has to yell and act up all the time. It is revealed that Arthur's problems stem from his childhood, by being horribly treated by his own father (Ben Stiller). With Arthur cured, Doug and Carrie realize that Arthur wasn’t the only one with issues, leading them to take turns dealing with problems of their own.

Note 1: Victor Williams, Patton Oswalt, and Gary Valentine do not appear in this episode.

Doug gets Arthur to accompany him in his bed because he cannot sleep without Carrie.

After their neighbors hear Doug & Carrie in a big fight, Carrie tries to convince the neighbors, Mike (Michael Lowry) and Debi (Marcia Cross) that they are better than that. Meanwhile, Arthur gets Spence to let him ride the subway for free.

After Carrie receives a bonus after a prayer in church, Carrie starts praying for many things (mostly petty). Doug is disgusted but soon "sees the light" and joins in on Carrie's "prayer spree". Meanwhile, Arthur hosts an open house on the Heffernan House in an attempt to trade-in to a better home with a better room for him to live in, dragging Holly (Nicole Sullivan) in the process.

Deacon complains to Doug about how much Kirby hates football, so he gets Doug to play football again to encourage him.

Carrie recently accepts a job given out by her boss, babysitting for his child. Even though his child is already about 4 years old, he constantly keeps grabbing her breasts. Meanwhile, Doug, after seeing Denise (Rachel Dratch), an unattractive woman working at the bowling alley, throws her a "mercy flirt", but the woman mistakes it for sexual harassment, and Spence buys TiVo and cannot wait to see what it will record for him.

Doug gets jealous because someone calls Carrie's new work friend, Kurt, her "work husband", even though Kurt is gay.

After Doug bumps into his ex-girlfriend Margy (Lola Glaudini), she and Doug's mother (Jenny O'Hara) spend a lot of time together, making Carrie jealous. Meanwhile, Doug and Margy get into a heated argument where Doug claims that he wrote her a song when they were dating, only to find out for himself that he didn't finish it.

At a wedding, Doug is bored and Deacon recalls a story of his own wedding where someone took a photo of their behind. Doug gets inspired by this, takes a disposable camera into the restroom, and tries to copy the story (only this time, it's of his "be-front"), before letting Danny take the blame for it.

After Carrie receives some tickets to four Knicks games from her boss, she tries to find a couple to go with her and Doug. Carrie finds a couple but Doug does not like her husband and Doug finds a couple but Carrie does not like the wife, leaving Carrie to come up with the idea of a "Franken-couple".

Doug enjoys the single life after he lends Carrie out to Deacon during Thanksgiving to help him out.

At Christmas time, Doug remembers a toy he had as a child so he tries to buy one on eBay but Carrie prevents him because he wanted to pay $180. Doug later goes to a toy convention with Spence to try to track one down. After a sequence of events, Doug thinks Deacon bought him the toy. Carrie thinks Holly bought her a leather jacket, because Arthur gets Holly to disclose Carrie's gift to him.

After a successful visit to a therapist (Dave Foley) about Doug's over-eating, Carrie gets the therapist to work on other problems Doug has without Doug knowing.

Carrie gets mad at Doug for not asking about her job evaluation and at that the fact that he never thinks of her because he is too busy planning his Super Bowl party.

Doug and Carrie pick up their photos at a drug store on their way home, only to find out that they received photos of another couple known as the Hoffermans upon viewing them. Realising that the Hoffermans are very active people who lead more exciting lives, Carrie forces Doug to engage in more strenuous activities with her like scuba diving. Meanwhile, a delighted Arthur buys himself a cellphone, only to feel disappointed when nobody gets in touch with him through it.

On Valentine's Day, Carrie has to cancel dinner with Doug because he and Deacon have to deliver two penguins to Albany. Holly is recently dumped so Carrie takes her out to a nightclub in hopes of cheering her up, and Arthur and Spence spend their Valentine's Day at Arthur's senior center.

While on vacation with Mike and Debi, Doug gets a call from Arthur, telling him he discovered that the house is mold-damaged and the repair bill is $7,000. So Doug tries to keep a close eye on their money spending for the rest of the trip.

Doug and Carrie find out they have $12,000 worth in mold damage in their house (more than the original estimate) so Doug asks his dad (Dakin Matthews) for the money. Before handing over the money, he looks through receipts, and soon discovers that Carrie has spent large amounts on clothes. On top of the financial problems, Arthur makes an attempt to devise a plan to get the money needed by borrowing from Veronica (Anne Meara), Spence's mom.

Doug and Carrie hire Steve (Charles Rocket) and his group of Russian mold employees to repair their damage, but it takes much longer and costs more than they expected.

Doug wants to avoid going to an opera planned by Carrie, so he lies and says he was working late. After Carrie finds out about his lie, Doug admits that he lies because he is scared of her. So they try to support each other, but this leads to more problems.

After Danny gets a job working at IPS with Doug, he is able to do Doug's route faster than Doug can. Meanwhile, Holly makes the mistake of giving Arthur a mini-trophy that says "World's Best Grandfather", because Arthur would rather be more like a father to her than a grandfather.

Carrie discovers a "loop hole" in the system, where she has up to 30 days to return items she purchases. Soon, it gets out of hand and she fills up her entire office with a temporary wardrobe. Meanwhile, Spence's girlfriend, Denise, meets his dog Alan, but she is really terrified of dogs.

Doug finds out that Arthur owns inherited property where there is a house built, but there's just one problem, it's co-owned by his hated half-brother, Skitch (Shelley Berman). Doug attempts to reunite the brothers in an attempt to have Arthur move out.

After a visit at his parents' house, Doug finds out that his dog has died and been replaced 3 times. Plus, Doug is informed by his parents that he was born in Montreal, Quebec, which means he's Canadian. Meanwhile, Spence wants Arthur's help in making the encounter between his mother, Veronica, and his girlfriend, Denise, a smooth one.

Doug tricks Arthur into asking Carrie for things that Doug actually likes because Carrie is more apt to listening to Arthur. Meanwhile, Spence camps out for days outside a movie theater so he can be first in line for a new movie.

When their bed breaks, Doug and Carrie order a new one but it won't arrive for several days. In the meantime they get two single beds and realize they sleep better that way. They eventually discover that being apart works, they see separate movies, eat at separate restaurants and even joke about taking separate vacations. But in the end they find they want to be together. Meanwhile, Arthur discovers that the basement has a window that faces the sidewalk and becomes embroiled in Lou Ferrigno's gossip about the neighborhood.

Doug takes Carrie on a trip to a lakeside hotel in celebration of his recent weight loss, only later to find it wasn't Carrie that he took previously. Doug and Carrie end up lost in the woodland and go their separate ways, only to reunite at the end.

Doug becomes crazed with winning when Arthur buys a ping pong table. Meanwhile, Denise (Rachel Dratch), Spence's girlfriend, gets promoted to waitress at the bowling alley and Spence is not happy.

Doug and Carrie go through hell to prepare their vow-renewal ceremony. On top of that, Arthur is praying that his wedding present, aged Port wine, will go unused when he discovers the value of the fine wine on eBay.

Doug finds out Deacon is moving on with a new girl at the same time Kelly is ready to reconcile.

Doug pretends to work at Carrie's law firm to play on the company's softball team.

Danny becomes the landscaper for Carrie's new gynaecologist Dr. Crawford (Judge Reinhold), which turns out to be trouble when his bill is larger than his estimate.

Carrie fears she may lose her job after hearing that the company is intent on firing the "dead wood"; her boss, Mr. Pruzan. Eventually, she also loses her job.

A stranger wearing an eye patch (Nick Offerman) waiting outside makes for a tense Thanksgiving dinner with friends at the Heffernan House.

Doug and Carrie look back on how they got their house.

Doug and Carrie scam Arthur out of his Bingo winnings.

Doug and Carrie get Deacon and Kelly to babysit Arthur in exchange for their babysitting Kirby and Major.

Carrie befriends Doug's ex-girlfriend Trish (Janeane Garofalo), with whom he treated poorly. Carrie immediately gets tired of Trish, so she uses her to get discounts at Saks the same way Doug used Trish in order to sleep with her. Meanwhile, Spence agrees to go out with a guy (Scott Atkinson) to boost his self-esteem following his break-up with his girlfriend, only to feel "more undesirable" when the guy doesn't make a move on him.

Carrie learns that Doug has fantasies about other women and makes a specific list of women that she approves of for him to dream about.

Note 1: Patton Oswalt, Nicole Sullivan, and Jerry Stiller do not appear in this episode.

Sean McGee (Jon Favreau) Doug's old grade school bully becomes friends with Deacon. Doug cannot seem to let go of the past and continues his hatred for him, because he accused Doug of licking a trash can. Carrie backs her husband up until she realizes the man is a district attorney who might have a position for Carrie at his office.

Doug and Carrie convince Deacon and Kelly to go with them to Doug's parents' home in Florida for vacation.

When Arthur nearly costs Carrie a new job, he vows to set things right.

Doug deliberately scares away all of Carrie's friends from work with several crude techniques in an attempt to sabotage his wife's efforts to socialize with them. Meanwhile, Spence learns that women have a soft spot for guys who take care of the elderly and starts spending time with Arthur.

Doug, Spence, Deacon and Danny drive to Memphis so Spence can stop his ex-girlfriend Denise's wedding. Meanwhile, Arthur fills in for a senior-center employee.

Doug helps Arthur compete in the seniors shuffleboard competition against a rival (William Daniels). Meanwhile, Holly cooks for Carrie while she is sick and Carrie milks it for all it is worth.

Doug takes Carrie to a spa in hopes that he will earn enough "wife credit" for Carrie to allow him to go to Las Vegas with his friends.

Doug feels lonely when Carrie enjoys her job after a recent promotion.

Doug learns his over-eating is caused by Carrie's anger.

Doug gets outrageously jealous when a new driver is the center of attention doing comedy bits of celebrity impressions, so he sends him to the wrong route. However, the driver gets brutally injured by a gang and Doug feels bad.

Doug forgets the name of one of Carrie's work friends so he fakes a heart attack to get out of the situation.

Doug becomes worried when his neglected mother starts spending time with Arthur while his dad attends a model-train convention.

Doug gets jealous when Carrie is hit on by a little person in the store. Later, Doug figures out the runt had stolen his wallet, but Carrie does not believe him because she thinks he just has it in for him because he was hitting on her.

Doug and Carrie go to great lengths to find a new couple to hang out with after Deacon and Kelly start spending time with another family.

Carrie hires a Hispanic housekeeper, but the language barrier frustrates Doug, so he decides to hire Spence's mother (Anne Meara) as his own housekeeper.

Doug reignites an old dream of becoming a bartender. He decides to go to bartender school, against Carrie's wishes. Carrie then changes her mind after seeing all the money that Doug received from tips. Meanwhile Arthur runs for president at the Senior Center.

When Doug and Carrie start training with their neighbor Lou Ferrigno so Carrie can lose a few pounds, Doug works out a deal with Lou to just laze around during exercise time.

Note 1: Patton Oswalt and Nicole Sullivan do not appear in this episode.

Carrie recalls what Doug said to her when they were dating that made her want to marry him, but then she learns a horrifying truth that the phrase that he said was from an Erik Estrada movie. Meanwhile, Danny falls for Holly and thinks she feels the same way about him, even though Spence tries to convince Danny.

Doug goes back to his old high school to deliver a package to his high school coach (Burt Reynolds) and gets embroiled in the sports team again.

Carrie's 35th birthday is coming up, and she begins to worry about how she looks as she gets older. So, to cheer her up, Doug gets some construction workers to yell filthy things at her. Meanwhile, Holly suggests to make a collage of photos; it turns out that there are not any photos of Arthur and Carrie bonding together.

Doug realizes Deacon's new best friend is just a black version of himself. Meanwhile, Carrie has a problem at her nail salon: her mani/pedicurist "cancels" her.

Guest star: Ted Lange (The Love Boat)

Carrie gets Doug to take Arthur on a recently won game tickets and trip to St. Louis after they make a deal that he never has to do anything with him any more. Everything goes wrong though when they are diverted to Pittsburgh then Dayton, Ohio.

Carrie gets Holly to go with her to Lowe's secretly because of her large van. Joanne (Rebecca Corry), a masculine waitress at a restaurant frightens Doug. Arthur and his friend George pull a casino party to earn some extra cash, which ends up backfiring.

During a snow storm: Carrie gets an iPod for free after a cashier is busy talking on the phone and accidentally does not scan it, but Carrie's guilty conscience gets the best of her; Arthur staying at Holly's because of the weather ruins a visit with her boyfriend; Doug is forced to stay with a Japanese couple which turns out to be a copy of him and Carrie.

Carrie tries to impress a client (Concetta Tomei) at a New York Mets game but Doug keeps screwing it up. So she pretends that Spence is her husband instead. Meanwhile, Holly's gay uncle (Hal Linden) becomes a hit at Arthur's party, making Arthur jealous.

Doug and Carrie go skiing however the trip comes with a catch, a time-share meeting. Danny and Spence also go on the trip pretending to be life partners to get a free weekend.

The death of Doug and Carrie's neighbor leads them to contemplate entering the world of real estate flipping, but they suspect Lou Ferrigno is out to quash their dreams.

After a computer microphone records a fight between the two of them, Doug and Carrie begin to think that marriage counseling is a good idea. Meanwhile, Arthur directs a play at the senior center.

Carrie learns that when they were dating, Doug lied to her about his (un)employment status to get her in bed. Doug tells his story to Carrie how he got his job in IPS and met Deacon.

Doug finds out that Jared (Bryan Callen) a new guy at work does not like him, so he tries to become friends with the guy but comes on too strong. Carrie also goes overboard when she tries to change her image at work and help a co-worker (Laura Silverman) "improve" herself.

Carrie becomes jealous of Doug's relationship with his attractive hairdresser. Meanwhile, Spence is excited to go to a Fantasy Fest with Lou Ferrigno, but when Adam West also agrees to go, Spence must decide between the two.

Doug and Carrie's weekend at a quaint bed and breakfast turns out to be less than desirable. Worse, they do not feel comfortable about leaving because they are the only people at the inn for the entire weekend.

Doug and Carrie try to get Deacon and Kelly to buy the house next to them, but a couple with eight kids moves in instead. Meanwhile, Danny and Spence compete over a girl from Albania named Zana (Sanya Mateyas).

Doug and Carrie decide to go out to a karaoke club, where Doug's singing catches the attention of a stranger, who then becomes obsessed with Doug.

Carrie goes away with Arthur to visit her mother's grave, and finds out she's not who she thinks she is. Doug and Ray Barone (Ray Romano) spend the weekend trying to pick up girls, attempting to outdo each other in a nightclub.

Note 1: This episode is Ray Romano's final appearance as Ray Barone.

Carrie is asked to bake a cake for the Church bake sale, but she cannot bake. Meanwhile, Arthur and Spence go through hell to come up with a Christmas song to write.

To persuade Carrie to have a baby, Doug borrows an infant whom Danny is supposed to be taking care of to show Carrie what a good father he would be. Meanwhile, Arthur feels like he deserves to be a coffee shop's "customer of the month".

After Carrie is told she might not get a promotion because of her accent she seeks Spence for help. Meanwhile, Doug's mother comes to visit and after seeing her play poker, Doug takes her to Vegas to hustle some people out of their money.

Doug and Carrie hire an exterminator (Chris Elliott) to rid their house of bed bugs. Meanwhile, Spence and Danny try to decide where to go on vacation.

For their anniversary, Doug and Carrie receive a less-than flattering portrait of themselves from Deacon and Kelly. As they try to find ways to get rid of the portrait without hurting Deacon and Kelly's feelings, Spence and Danny try hard to become Doug and Carrie's "go-to couple".

Doug convinces Carrie to sell her hair for money, but later regrets his decision, when he sees her hair is cut "like a boy". Meanwhile, Arthur thinks he might not be Carrie's father and decides to investigate this, likely with the instructions of Spence.

It's Doug's 40th birthday and Carrie 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 too afraid to ride when he was younger. During this time, Arthur devises a plan to dodge long park lines.

Doug and Deacon discover they have more in common with each other's wives than their own, so they start hanging out with each other's wives as well. When Kelly tires of Doug, he ruins Deacon and Carrie's good time. Meanwhile, Arthur dispenses romance advise and the recipient finds success simply doing the opposite.

Carrie prepares for a ladies night with her co-workers, until Doug surprises her at the hotel. Meanwhile, Spence and Danny pretend to be security to get into a Huey Lewis concert.

Doug befriends a driver (Adam Ferrara) from a rival delivery company, until he learns it's fake. Carrie is left to mentor a 16-year-old girl (Blythe Auffarth), however finds that bad behavior helps her make friends better than good behavior.

Carrie is finally fed up with Arthur, so she decides to put him in a retirement home. Doug, of course, is excited but after a touching story told by Arthur, Doug tries to decide whether or not Arthur should go. Meanwhile, it's Danny and Spence's two-year anniversary living together and Spence reminds Danny on the bet they had on Spence getting the bigger room, but Danny is willing to fight him over it.

Doug invests their tax return in an ice cream truck. Initially cold to the idea of Doug driving a truck on the side (his main career being an IPS truck driver), Carrie warms up when she sees how excited he is about the prospect. Meanwhile, Carrie plays the mother in a model home family, causing her to yearn for a real family of her own.

Doug receives suggestive phone messages from a woman (Leigh-Allyn Baker) who thinks she spent a weekend with him at the beach, so he must hide the messages from Carrie while he tries to let the woman know she has the wrong man.

Doug becomes the interim boss at IPS, but pretty much does the worst job imaginable. One of Carrie's co-workers "steals her moxie" so she vows to become more noticeable at her job. The plan backfires when she realizes there are downsides to getting noticed.

Doug accidentally scares Deacon and Kelly's son Major, so the two decide they no longer want him spending time with Doug. Meanwhile, Arthur and his senior center buddies are chewed up and spat out by the service industry when they start up their own business.

Doug adopts a dog, but when the dog begins to take after Doug and Arthur, Carrie quickly grows tired of having three lazy boys hanging around the house. Trying to get rid of the dog proves useless until a very interesting buyer steps up.

Carrie is upset when she learns that Deacon and Kelly bought a vacation house. She believes they were able to afford it because they are cheap and freeload off of her and Doug. Elsewhere, Arthur gives job-hunting tips to Spence.

Doug becomes a vegetarian after hitting, and nearly killing, a chicken with his IPS truck. Carrie quickly tires of having to eat meat in private because of Doug forcing his new beliefs onto her.

At his high school reunion, Doug and Jeff "The Beast" Sussman (Adam Sandler), an old classmate who is now a vice principal, plot revenge on their principal, Nagel (Sandy Wernick). Meanwhile, Carrie and Arthur try hard to find a movie to watch which they will both enjoy, and possibly argue about it.

Doug and Carrie consider adopting a baby after they get marriage counseling from their priest and run into friends who recently had a child. But, while Doug holds up his end of the bargain and gets a new job, Carrie secretly keeps the apartment.