The circus comes to Cicely when the bus carrying the "Ludgwig Wittgenstein Masquerade and Reality Company" breaks down. The Flying Man Enrico Bellati (guest star Bill Irwin) takes a shine to Marilyn, but she refuses to go out with him. The mute Bellati is persistent and Marilyn eventually agrees to have dinner with him at her parents' house. Marilyn's parents like him, and Marilyn admits she does, too. But when Bellati asks her to join him on the road, Marilyn is torn between staying in Cicely or seeing the world with The Flying Man.

When Joel's medical school alumni newsletter arrives filled with the exploits of underachievers who now have posh Park Avenue jobs, he starts feeling like a prisoner of Alaska. So to make the most of his time in the wilderness, Joel begins an intensive study program to specialize in endocrinology. Now when he returns to New York, everyone who's anyone will know Dr. Joel Fleischman.

For the first time, Holling notices Shelly's feet are big -- a sign that his passion for Shelly may be waning. So he asks her to marry him in an attempt to salve his conscience. Shelly sees through his ploy, but is hurt when he tells her he did it because her feet aren't attractive any longer. Shelly seeks comfort from Maggie who gives her a less than optimistic pep talk on the joys of singlehood, leaving Shelly to rethink her options.

Rich kid Evan Arnold from Joel's med school, got sent to Alaska: Adak Naval Air Station. Howard Bateman is now attending physician at Mt. Sinai. Chris is 28 (dialog); went to Wheeling Central High and the Wheeling Youth Authority. Steven Gould went to Purdue; doctorate at Berkeley; physicians made him anxious. Adrienne Gould got a fellowship at Laurence Livermore. Marilyn just broke up with a guy. Adrienne reads Ruth-Anne's palm, "sees" sheÕs been to California, Oregon, England, establishes (tells her she's going to fall in love again). Ruth-Anne's husband (Bill Miller) passed away 30 years ago.

Using his time to better himself, Joel decides to take the Board Certification exam in Internal Medicine, sub in endocrinology: growth, aging, weight loss -- huge market. For a JD, Chris knows a lot about physics. Joel takes up juggling. Marilyn & Bellati have dinner with both her parents.

• Grand River - Byron Derline
[In the Brick, Chris and Steven talk about physics and do the dart trick. Holling notices that Shelly has big feet.]

• Little Girl Eyes - Robin Julien
[When Holling asks Shelly to marry him, she knows something is up and demands to know what.]

• Bolero - Cirque Du Soleil
[As the circus troupe performs for the town, Bob courts Marilyn.]

• Little Ways - Dwight Yoakam

• The Sweetest Thing - Carlene Carter
[Adrienne reads Maggie's palm in the Brick.]

Fish (trout?) [Talks about her sore feet with Holling.]
Flamingoes [Holling admits he thinks Shelly's feet are big.]
Black & white fish - [Confronts Holling about what he said.]