Doug is deeply disturbed when he discovers that Carrie has been purchasing his clothes at the Big and Tall shop. He asks Carrie her true feelings about his weight, and although she doesn't want to hurt his feelings, she admits that she wouldn't be upset if he lost some weight. Since they are being honest with each other, Doug tells Carrie that she wears too much make-up. They both agree to work on their flaws and make some changes. Doug starts working out at the gym, and Carrie eases up on the make-up application. When Carrie gets compliments the next day at work about how great she looks, Doug is jealous and starts naming other flaws that Carrie should work on. He tells her she has a big forehead and a terrible accent, but feels bad when his nit-picking makes her self-conscious.
Meanwhile, Arthur has started carrying around a legless "Safety Man" to protect himself from neighborhood thugs.