An abrasive yet impassioned college professior goes through a midlife crisis.

As Max juggles various duties associated with being department chair,the Dean attempts to lighten Max's heavy course load by ordering him to teach a class with Andrea. In other developments, Max ajusts to a pushy new assistant; Nell has trouble relating to her roommate; and the board considers making the school coed.

A well-meaning student committee has voted to honor an elderly alumnus who was a former policy aide to Senator Breckenridge Long. Senator Breckenridge Long conspired long ago to prevent Jewish refugees from landing safely in the United States as they fled from Nazi Germany. This issue is very personal for Max because an aunt of his was denied a visa putting her back in the hands of the Nazis, Eventually, she died in a death camp. Normally, the department chair gives the award, but Max does not want to take part in this act. Max arranges a meeting with the wealthy alumna in order to find out if she took part in the conspiracy. Her story leaves Max torn as he learns that she took part in creating the policy. Max gives the woman the award, but speaks the truth about what the woman did allowing the crowd to know her history and make their own judgments.

Theo, Max's dream student, prepares to do his thesis on the Vietnam War. When Theo approaches Andrea Haskell to be his thesis advisor instead, Max feels rejected. Angry at Nell's behavior, Max accuses Nell of spending too much time at band practice, which is why her grades have suffered. When Nell's band performs for the first time Max secretly shows up at the club to watch.

Max is worried about his own resolve when his sponsor, who had seemed to be the model of self-control, ends up falling off the wagon after 22 years. While struggling to have faith in himself, Max, who has long questioned the existence of God, is surprised by and ambivalent about Lester's sudden intense desire to have Max join a Temple so he may be Bar Mitzvah'd -- something Lester believes his late mother, a Jewish convert, would have wanted. Meanwhile, Andrea wonders if she made the right decision after reluctantly agreeing to continue as the thesis advisor to Theo, the seemingly contrite visiting male student who made an unwanted advance toward her. And, Judith doesn't know what to tell her husband, Gil, when he finally shows her the first few chapters of the book he is writing -- and she finds them to be less than inspired.

Max is jealous when his son, Lester, seems to prefer spending time with his new friend's fun, active fireman father, and Andrea is surprised and angry to learn that some of her students plagiarized on an assignment. Less-than-handy Max is further disappointed when Lester isn't excited about helping him fix up the ""Handyman's Delight"" he just bought as an investment -- and the father-son relationship becomes even more strained when, after learning that Lester's new friend's father, Gary, let the two boys shoot at cans, he forbids Lester to see Gary. Meanwhile, Andrea -- who had just told her colleagues that the students of inspirational teachers don't cheat -- is deeply troubled by the plagiarists in her class and is torn about whether or not to expel them.

Max and Judith are shocked to learn that their college friend from Berkeley has long publicly misrepresented her role in the Civil Rights movement. Jay Thomas (Emmy Award winner, ""Murphy Brown"") and Boyd Gaines (Tony Award winner, ""Contact,"" ""The Heidi Chronicles"" and ""She Loves Me"") guest star. Max must decide whether or not to confront Dr. Bernadine Lawford with a student's finding that Bernadine wasn't in this country at the time of the Freedom Rides, though she has long inspired students with her supposedly first-hand experiences of those historic events. Meanwhile, Erica starts dating and doesn't know how to tell her new beau, Paul Finazzio (Gaines), that she was once a man. And, Max and Andrea are forced to spend an evening with Jerry Zibowski (Thomas), an abrasive American Studies professor who is being considered for a position at Chadwick as a means of wooing his physicist wife to a faculty position at the college.

A student with extremely conservative political beliefs brings up charges against Andrea for the liberal bias she believes Andrea has against her in class, and Chadwick's mother/daughter weekend heightens Nell's feelings of loss regarding her late mother. Historical figure Daniel Ellsberg makes a cameo appearance as himself, a guest lecturer discussing his role regarding the Pentagon Papers and the Vietnam War. After Andrea kicks the conservative student, Ana, out of Ellsberg's lecture for heckling him, Ana decides to lodge the official complaint against Andrea -- stating that Andrea's liberal views have affected the way she treats her and grades her. Although she is at first aghast at the charges, Andrea soon begins to wonder if her disgust for Ana's views has, in fact, influenced how she grades Ana's work. Meanwhile, feeling the need to remember and connect with her mother, Nell is especially troubled to learn that Max has started a relationship with Lyla.

One of Andrea's students turns out to be emotionally disturbed, although Andrea doesn't realize it at first. Andrea feels blindsided -- and partially responsible -- when she misses the tell-tale signs that her student is on the verge of a self-destructive episode. Meanwhile, Erica is forced to reveal her new gender to an important person from her past, her ex-wife, and Max finds a way to make his daughter's academic dream come true.

A wealthy student (whose character and grade dispute was featured in the series pilot) hires a top law firm in order to sue Max over her lowered grade. Having put Chadwick at financial risk for lowering Jennifer Redgate's grade after she demanded that he change her B+ to an A, an angry Judith convinces Max to reinstate Jennifer's grade and write the requested letter of apology. But when Jennifer's lawyers inform him that he would have to take a sensitivity training course, Max refuses and her suit soon escalates to punitive damages unless he gives her an A. Caring more about the principle than the consequences - which include the college's threats to strip him of tenure and his chairmanship - Max consults with Andrea's Harvard Law faculty friend and prepares to fight the suit. Meanwhile, Nell fears that Max will spend her promised Columbia University tuition on the case, and Lester is upset to learn of Nell's plans to transfer to a distant school. Two time Tony Award-winner Donna Murph

Max is conflicted when his lecture on activism inspires a gifted student who was planning to get her doctorate choose instead to go to Pakistan to teach refugee camp children. Although he wants to applaud Anita's convictions, Max's fatherly instincts make him hope that she'll change her mind - especially after her father angrily confronts Max because of Anita's sudden desire to turn down the financial aid, opportunities and safe environment that Berkeley would have provided. Meanwhile, after Yasmin, a Muslim student, faces September 11-related hostility on campus, Andrea tries to support her while also finding a way to teach Yasmin's classmates the value of understanding those with different opinions or cultures. Isaac Hayes (who earned an Oscar, two Grammys and a Golden Globe Award for the ""Theme from Shaft"" and is the recurring voice of Jerome ""Chef"" McElroy on ""South Park"") and Dan Lauria (""The Wonder Years"") guest star.

Nell dates a college Professor. Josh may lose his job because he sees one of his students

Max needs to get a healthy lifestyle after learning that his dad is dying

Max gives a wealthy woman Kathryn Cahill the wrong Idea when she gives a donation to Chadwick.

Jay Bickford feels his time has come and later sneaks out of the hospital. Andrea's Mom comes back into her life.

Max finishes his novel but a protest breaks out when some people find themselves in characters from the book.

Max joins a city planning committee that considers wether to build a mall on a histortic site. His vote decides it.

Max finds out Nell can be as forceful as he can be whey they fight over wether Doyle Dumont can speak at Chdwick.

Love is in the air Lester fall in love with a Girl who tries to get him to smoke Andrea falls in love with a tv prodecer.

A literary agent, impressed with the manuscript of Max's novel, wants to remake him into her image of a best-selling author.

An old friend who is a famous dean at Harvard comes to visit Max to ask him to join the faculty there. Meanwhile, Max's ailing father decides to re-marry, to a younger non-Jewish woman, which upsets Max's sister.

On rejoining a weekly poker game, Max learns of something he did to one of the guys while still a drunk, for which the friend can't forgive him. Nell decides to pawn her guitar so that she can join an expensive music education program.