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Berg eventually decides to attend medical school and become a doctor, while Pete drops out of architecture classes to become a career counselor.The second season also introduces Johnny Donnelly (Nathan Fillion), a jukebox repairman who starts dating Sharon, and Ashley Walker (Suzanne Cryer), a medical school classmate of Berg's who competes with him to be top of the class.

The story of season 1 centers around the pizza place.

Actors such as Jennifer Westfeldt (Melissa), and Julius Carry (Bill) were credited as secondary cast members to principals Ryan Reynolds, Richard Ruccolo, and Traylor Howard. Bauer, played by David Ogden Stiers, frequently appeared around the pizza place, telling stories of life events which actually occurred in movies.

In the first two seasons, Berg, a slacker, works at a Boston pizza parlor, Beacon Street Pizza, with Pete.

They both attend Tufts University, with Sharon, who after graduation, works as the spokesperson (or apologist) for Immaculate Chemicals.

The second season saw the arrival of two additional recurring characters, Johnny Donnelly (Nathan Fillion) and Ashley Walker (Suzanne Cryer).

In 2000, ABC bounced the sitcom from midweek to Friday night, leading to a steep drop in ratings.

Bauer, a delusional old man who frequents the pizza place, pretending that experiences from films are his own.

The second season abandons these two characters, focusing on the interplay between Pete and Berg and their relationship with Sharon, who lives in the apartment above them.

The episodes contained storylines including: Pete preparing for a presentation which Berg ruins; Berg stealing the Celtics' '81 championship banner; Sharon joining the softball team; and the story of how they all met.

Because the episodes aired out of order, the season seems very disjointed---demonstrated by the status of Pete's relationship with Melissa: in episode 8 – "Party" Melissa and Pete are still together despite having previously broken up in episode 5 – "Apartment". Season 2 had a more structured basis for each episode.

The show is set in Boston, but was filmed at CBS Studio Center in Studio City, Los Angeles, California.

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