Nadine and Wade find out from the fertility clinic that there is a problem with her eggs so they ask Grace if she'll donate her eggs. Grace's decision really affects their friendship. Do Nadine and Wade really want a baby?

One of the guys on their crew is fired, a couple of 'suits' also. Everyone is expected to work this weekend, but Grace has family obligations. Rick, the corporate executive that Grace spoke to about being demoted, shows up at one of the obligations and asks her out.

Grace realizes that she and Ben never talk about anything of importance. She is also seeing Rick and they all discuss whether she should tell each of them about the other one. Rick asks Grace to stop seeing Ben and Quentin catches Grace and Rick kissing.

Rick gets two tickets to see an author Grace enjoys, but it's Halloween and Grace says she can't go. Quentin is banned from Halloween, Libby stains her costume, a troubled neighbor comes to complain. Jean expertly gets rid of the neighbor and takes over the celebration so Grace can do something for herself. Grace performs at a coffeehouse, in costume.

Grace posts an ad in the pharmacy for a sitter for Patrick. Jean comes to watch him the first day and asks why Grace doesn't put him in daycare. Grace explains that the only daycare she can afford won't take Patrick because he's not toilet trained. Grace decides to demand a company daycare center.

Matthew calls Grace after he's arrested for running naked through a women's rights protest. Grace tells him she's upset because he trivialized their event. Matthew's adoptive mother comes to see Grace over the issue.

One of the laid-off employees comes to the refinery and holds Grace's crew hostage, while making demands of the company. During the ensuing discussions, the men discover that Grace is dating Rick.

Emmet is off with his buddies for Thanksgiving and makes a big show of letting everyone that she will be all alone, forcing Grace to invite her. Rick is invited, too, and Grace asks him to be nice to Jean. Rick and Jean are getting along so well that it makes Grace mad. Wade helps her to see that she has come to expect chaos and without it she's not happy.

Grace and Rick are coming home from a date and Grace is wondering why they haven't had sex yet. A car crosses their path and they crash. Feeling lucky to be alive, they do have sex. Jean brings the kids home early the next morning and she catches Rick still there. The next day, Grace drops the kids at Jean's and Rick cooks dinner before they quickly halt and go upstairs. The second time turns out to be not as enjoyable as the first time.

Emmet and Jean come to watch the kids while Grace and Rick go to St. Louis for the weekend. One her way out the door, Grace finds out that Emmet is going off for the weekend also. The hotel has only adult movies on demand and not the game he wants to see. They end up in a gay sports bar, to Rick's embarrassment. Then, they see Emmet in the same bar.

Jean is helping decorate the Christmas tree when she receives a phone call. Emmet has had a heart attack and died. Emmet's lover comes to the wake and loudly proclaims their mutual love.

Grace and Rick are at his place kissing when a young woman enters through the front door. It's Rick's daughter, Amy, who has apparently seen many similar scenes and is quite rude to both of them. Later she volunteers to watch Libby and Patrick while Grace and Rick go out to buy a dress to wear to the symphony. While they're gone, Amy dyes Libby's hair dark like her own. This causes a fight between Grace and Rick, with Rick telling Grace not to tell him how to raise his children.

Everyone's trying to demonstrate how independent he/she is. Grace wants the landlord to build a bedroom for Quentin in the basement. Evie, newly married to a business owner, offers to pay to have the work done. Rick says she should have asked him for the money. Russell is frustrated with his father's late hours and Floyd is thinking of getting his own place. Grace is afraid to be dependent because she remembers the days of being dependent on Jimmy.

Sam, friend from across the street always seems to be visiting the Kelly's house. We know he's had a long-time crush on Grace and his mother appears to be the new June Cleaver, but is there something else going on?

The parents at Libby's school are petitioning to have the janitor fired because he has HIV. Grace thinks firing him is not the right thing to do and goes to the meeting to speak and defend him.

There is a gas leak at Grace's, which the landlord says will take two weeks to fix. Rick invites them all to come and stay with him. By the time Grace and the kids are leaving, more layoffs come to the refinery, but this time it's Rick who loses his job. When he realizes that Grace is leaving, he thinks it's because she was interested in his money.

Wade is watching the movers unpack the truck of the new neighbors and falls in love with them through their possessions. Jean pulls a gun on them, Jimmy mistakes them for the plumber.

Grace goes over to Nadine's and finds her waiting for a call from the doctor. She took a home pregnancy test and is waiting for the doctor to confirm or contest. The doctor calls, talks to Grace and confirms Nadine is finally pregnant. Grace is feeling hurt that Nadine only wants to do things with Wade now and Nadine says some hurtful things, too.

Grace is taking a writing class at the local college. The professor is not kind or especially helpful. Grace doesn't know if she wants to go back. Grace defends her writing to the teacher and walks out.

Jean meets a man with whom she is keeping casual company. Grace encourages her, glad to see her getting out. Jean is 'done with him' until Grace pushes harder. Then, Rick discovers him smoking marijuana in the restroom.

Grace is spending one night a week answering phones at the crisis center. Soon, 'Chris' (as she identifies herself) is becoming drawn in by a frequent caller 'Ron' who is being tempted to go back to drinking. She finds herself agreeing to meet him at a bar; they are both astonished to recognize each other.

There's a toxic spill at the refinery but Grace, who hasn't been checked out and cleared, leaves to find Quentin who's run away from home. On the way home, Grace finds herself feeling woozy and then finds herself in an alien diner where she talks to her late father.

Jimmy's child support check has bounced again and the kids are eligible for the free lunch program at school, where they're forced to go to a separate line. Libby hasn't been eating lunch, but it's for a completely different reason.

Grace and John arrange for a temporary job for Rick at the refinery. Everybody's giving Rick a hard time at work because he used to be the boss. Rick leaves work, gets drunk, goes to Grace's, and proposes.