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Tim Conway also reprised his role as Elka's ex-boyfriend, Nick.The Mary Tyler Moore Show cast reunited on screen for the first time in 36 years, in an episode where Mary Tyler Moore, Valerie Harper, Cloris Leachman, Betty White and Georgia Engel were all members of a 1960s bowling team reuniting for the first time in 50 years.Season three features guest stars such as series producer Sean Hayes as a hand model boyfriend of Victoria's, Gilles Marini as Captain Lebeau, Kathie Lee Gifford, Sandra Bernhard, Don Rickles as Elka's late husband Bob, who faked his death, John Mahoney (Leeves' former Frasier costar) as Roy, Elka's boyfriend, and Laura San Giacomo as Melanie's estranged sister, and Baron Davis and Josh Cribbs as themselves.

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Jennifer Love Hewitt guest starred as Victoria's daughter Emmy, while Michael Mc Millian appeared as Joy's son, Owen.Buck Henry appeared in multiple episodes as Elka's love interest and eventual fiancé.This marked the first time since 1977, when The Mary Tyler Moore Show ended, that White and Moore had worked together.David Starzyk, John Schneider, Huey Lewis, Wayne Knight and Carl Reiner all reprised their roles from season 1.The concept behind the show is based on an original idea by Lynda Obst, who serves as executive producer.

The series was recorded in front of a live studio audience at CBS's Studio Center in Studio City, California.Bonnie Franklin also guest starred as Melanie's ex-boyfriend's mother, Franklin reuniting with One Day at a Time co-star Valerie Bertinelli.On July 20, 2011, Doris Roberts appeared as Lydia Dombrosky, Elka's nemesis.Jimmy Kimmel, Susan Lucci, and Melanie Griffith made guest appearances as themselves. Knight, Jon Lovitz, Isaiah Mustafa, Monica Horan, Frank Caliendo, Cedric the Entertainer, Darnell Williams and Jane Leeves' Frasier co-stars Peri Gilpin and John Mahoney also appeared on the show as guest stars.Don Rickles made a surprise appearance as Elka's dead husband in the Season 2 finale, "Elka's Wedding".The series centers on three aging entertainment industry veterans from Los Angeles, Melanie (Valerie Bertinelli), Joy (Jane Leeves), and Victoria (Wendie Malick).