Justin Berfield reprises his "Malcolm In The Middle" Reese character in this new comedy. Finally free of Lois' tyranny, and living in Los Angeles-where he becomes an aspiring filmmaker-the girl-crazy Reese moves into an apartment he shares with another aspiring filmmaker, Michael Carroll, played by Eddie Karr. Reese and the more straitlaced Michael get involved in frequent scuffles over various things, including Reese wanting to make nude films over Michael's objections [The latter prefers to do inspirational and spiritual material], as well as Reese's free-spirited and brash manner. Also featuring Josh Taylor and Marilu Henner as Michael's parents, John and Sandra, who also try to keep Reese in line.

Michael talks Reese into going to a library to, in Michael's words, "get off that nude junk"-no nude photos will be seen-"and open up your mind to new things". However, Reese chooses to eat in the facility, annoying Michael and incurring the wrath of the librarian, played by Roxanne Hart, who tosses Reese out. Also, Mark Rendall will be seen from time to time as Danny Spicer, a good friend of Michael's, whom Reese calls "a geek".

Reese is playing darts-he has a picture of Lois as his dartboard-when Michael and Danny invite him to a restaurant. M. and D. are less than happy when Reese leers an attractive waitress-played by Nicole Paggi-and asks him to make love. The waitress responds by calling him a "sexist pig" to which Reese calls her a "pushy feminazi", causing the waitress to sock Reese in the jaw. Embarrassed, Michael and Danny enroll him in a sensitivity training class.