Character's Bio: Grase Bailey

Grace is Honey's unmarried sister-in-law who lives with her mother, May. She has grown up with low self-confidence due to her mother’s constant scrutiny. Eventually, Grace gets a job and moves out of her mother’s house to live with Toppy. Grace is involved with a series of men, though none of her relationships last. Eventually, after a whirlwind affair, Grace marries a man named Van. She eventually learns he is a con man who lied about everything except his feelings for her.

Actor's Bio: Kathryn Greenwood

In addition to her role as Grace Bailey, Kathryn Greenwood has extensive experience working in radio, film, television and theatre. She has appeared on This Hour Has 22 Minutes, The Kids in the Hall, Second City Live, and Hostage for a Day, where she starred alongside John Candy. Kathryn was also a regular on the hit TV show Whose Line is it Anyway? with Drew Carey. A winner of the Dora Mavor Moore Award, her dramatic credits include Street Legal, Queer as Folk and the Nora Ephron film, This is My Life.

Character's Bio: May Bailey

May is Honey's domineering mother-in-law who resents Honey for the death of her son, Jack. When Honey is forced to look for work, May takes in Honey’s two boys and uses this opportunity as a second chance to fix the mistakes she made with Jack. Though her decisions are harsh and manipulative, May truly believes she is doing what is best for the family. Eventually, May is diagnosed with a serious heart condition, but attempts to hide it. Soon her illness becomes apparent and she believes her family’s care is actually an attempt to steal the family mine. May remains at odds with Honey until, by chance, she is forced to deliver Honey’s son, Zach, and they eventually put aside their differences.

Actor's Bio: Shirley Douglas

A Canadian acting legend, Shirley Douglas made her Canadian television prime time series debut with her role as staunch matriarch May Bailey in Wind at My Back. No stranger to portraying strong, often sullen characters, Douglas’ stage credits include Big Momma in Cat on a Hot Tin Roof and Hagar in The Stone Angel. Daughter of Tommy Douglas - one of Canada’s greatest political leaders -and mother of actor Kiefer Sutherland, Shirley Douglas is one of Canada’s most celebrated talents. She received the Order of Canada in 2002 and was honoured with a star on Canada’s Walk of Fame.

Character's Bio: Del Sutton

Del Sutton is Max’s older brother who arrives in New Bedford in time to be Max’s best man at his wedding to Honey. Del is a railroad executive whose temporary decision to stay in town turns into a permanent one. When he loses his job, he decides to live a more carefree life and Honey’s children take to him. Grace helps Del get a job working as a mechanic for Ollie, and Del later helps Ollie woo Grace. However, after becoming colleagues with Grace at the radio station in town, the two soon begin to have feelings for each other. They admit their feelings, but ultimately know that they are not right for each other, and Del eventually leaves New Bedford.

Actor's Bio: Ron Lea

Ron Lea’s impressive list of film and television credits includes roles in such productions as Criminal Law, This is Wonderland, Bon Cop, Bad Cop and Saw IV. A student from the world-renowned National Theatre School of Canada in Montreal, he received a Gemini nomination for his work on the television series Street Legal in 1995. More recently, he appeared with Hollywood legend Barbara Hershey in the Kevin Sullivan film Anne of Green Gables: A New Beginning.

Character's Bio: Bob Bailey

Bob Bailey is May’s eldest son and is responsible for running the mine. He and Toppy (his wife) end up having marital problems, and eventually get divorced. After the divorce, Bob leaves town and is rarely seen again. May is furious with him for abandoning the town, and often blames him for the troubles with the mine.

Actor's Bio: Dan Lett

An accomplished stage actor, Lett has performed in theatrical classics at many of Canada’s finest venues. His credits include The Cherry Orchard at Tarragon and Berkeley Square at the Shaw Festival. He has won three Gemini awards for his work on the CBC comedy show Made in Canada. Lett can also be seen in other Sullivan Entertainment films such as Under the Piano and the award-winning Butterbox Babies.

Character's Bio: Maisey McGinty

Maisey is the tomboy granddaughter of Leo - May’s husband’s old prospecting partner – who has returned to New Bedford so that Maisey is protected from big city life. Maisey and Leo don’t get along very well because Leo had a rocky relationship with her mother - a saloon singer who passed away. But Maisey quickly becomes friends with the Bailey boys and is involved in their many adventures around town. Always searching for the truth about her biological father, Maisey is confronted with the ups and downs of life with him when he returns to New Bedford after Leo passes away.

Actor's Bio: Dalene Irvine

Dalene Irvine made her television series debut when she appeared as Maisey McGinty in Wind at my Back in 1997. With a background as a soloist with the Theatre Orangeville Youth Singers, Irvine was also the voice of Felicity King in Kevin Sullivan’s animated feature Anne: Journey to Green Gables.

Character's Bio: Hubert ‘Hub’ Bailey

Hubert ‘Hub’ Bailey is Honey's eldest son. He is incredibly stubborn and often resists the control his grandmother tries to exercise over him. He soon gets into trouble in school because of a number of new stresses on his life, including losing his father, living apart from his mother and sister, and living with his grandmother. He eventually becomes interested in the mine and May begins training him to become the future owner. As he grows older, Hub becomes a much quieter and gentler young man, and eventually decides to become a priest.

Actor's Bio: Dylan Provencher

With a background in children’s theatre, Dylan Provencher made his television debut in 1996. He has since made guest appearances on popular shows such as Are You Afraid of the Dark? and Goosebumps. In 1999, the Montreal native received the Young Artist Award in recognition for his role in The Sweetest Gift. Dylan returned to the set of Wind at my Back in 2001 to deliver a moving performance in “A Wind at my Back Christmas.” Currently, Dylan is a real estate agent, alongside his brother, in Toronto.

Character's Bio: Henry ‘Fat’ Bailey

Fat is the younger brother of Hub Bailey and is the more mischievous of the two. When Fat meets a police officer, he decides that becoming an RCMP officer is no longer just a dream – it’s his goal. His family does not take him seriously, but Fat is determined to succeed.

Actor's Bio: Tyrone Saveage

Son of actors Janet-Laine Greene and Booth Savage, Tyrone Savage began his acting career at a young age, appearing on the popular series Goosebumps and The Dresden Files. He also narrated the television special Isaac Newton: Pebbles of Truth. In recent years, he played Edgar in the movie American Pie Presents: Beta House. Tyrone is now part of the Birmingham Conservatory for Classical Theatre in Stratford, Ontario.

Character's Bio: Max Sutton

Max is a school teacher in New Bedford who grows very fond of Honey. Eventually he and Honey are married, but he faces initial resistance from her children and from May. Through the seasons, Honey’s children - Hub in particular- begin to trust Max and rely on him for support. Max and Honey ultimately have two more children; a biological son and an adopted daughter.

Actor's Bio: James Carroll

James Carroll is a music and theatre graduate of La Salle University and Villanova University. He is an actor with an impressive resume, having roles in such theatre productions as Guys and Dolls, A Midsummer’s Night Dream, Metal Blues and White Blood. He has also starred in numerous television shows and films, including Wonderfalls, Hidden Room, Street Legal, Scales of Justice and The Gathering. In 2008, James appeared alongside screen legend Shirley MacLaine in Kevin Sullivan’s Anne of Green Gables: A New Beginning.

Character's Bio: Honey Sutton

Honey is married to Jack Bailey and they own a small town hardware store. It is soon forced into bankruptcy when the bank halts their loan at the start of the Great Depression. Soon after, Jack dies in an accident and Honey is forced to leave her two sons with May Bailey (Jack’s mother), while her young daughter, Violet, is sent to live with distant relatives. Eventually, Honey remarries to a man named Max Sutton and soon gives birth to their son, Zach. Quickly after his birth, Honey is diagnosed with Tuberculosis and leaves for a sanatorium to recover. When she returns months later, Honey finds her children grown and the town worried about how her illness might affect them. Eventually she is able to recover her local hair salon and tries to move on with her life.

Actor's Bio: Laura Bruneau

Cynthia Bellvieau: Renowned for her many appearances in dramatic television series, Belliveau’s credits include fiery reporter Terry Morgan on ENG and Sally Rand in Million Dollar Babies. In 1998, she was nominated for a Gemini award for her role as Honey Sutton in Wind at My Back. The Calgary native’s most recent credit was a starring role on the popular children’s series Caitlin’s Way, which aired on the Nickelodeon channel.

Laura Bruneau: Known for her role as Kitty on the popular series Material World, Bruneau joined the cast of Wind at My Back in 2000. Her television credits include guest starring roles in The Outer Limits, Matrix, Street Legal and The Beachcombers. The Vancouver native is also an accomplished stage performer, having appeared in productions of The Rocky Horror Picture Show and Hot & Cold.

Character's Bio: Toppy Bailey

Toppy is married to Jack’s brother, Bob, and together they have a daughter named Doris. When Bob gets caught up in trying to save the mine from bankruptcy, he becomes irritable and Toppy eventually leaves him. They couple try to resolve their differences and save their marriage, but it ultimately ends in divorce.

Actor's Bio: Robin Craig

An accomplished stage, film, television and radio actor, Robin Craig’s resume includes three nominations for the Dora Mavor Moore Award, a nomination for an Academy Award for Life Times Nine and an ACTRA Award for her radio performance in Lies My Mother Told Me. She received the Gemini Award in 1998 for her role in Wind at My Back in the Best Supporting Actress category.

Robert Bockstael: Jim Flett

Natasha LaForce: Violet Bailey

Dougie Laforce: Zach Sutton

Kevin Sullivan: Executive Producer, Writer, Director

Kevin Sullivan is the President of Sullivan Entertainment Inc. which he and his partner, Trudy Grant, founded in 1979. Internationally recognized as one of the leading producers of high quality entertainment and renowned for his directorial ease with children and top performers, Mr. Sullivan has achieved myriad accolades and awards over the past two decades. His ability to consistently produce top-notch entertainment as well as to attract big name stars has enhanced the image of Sullivan Entertainment throughout the world.

Under Mr. Sullivan’s guidance Sullivan Entertainment has developed a distinctive brand of story-telling. Lavish productions that are emotionally compelling and entertaining have become the hallmark of the company Mr. Sullivan founded more than 20 years ago.

Trudy Grant: Co-Executive Producer

Trudy Grant is the President of Sullivan Entertainment International, which she founded in 1981. Through her leadership, the company has emerged as a major player in the world marketplace and particularly in the television arena.

Her involvement in distribution prompted her to form Sullivan Entertainment International to better administer the Sullivan product. The company’s penetration into many of the world’s less accessible markets makes it one of the few companies that can truly be considered international, having developed key relationships with buyers and financiers for various co-productions. One of Ms. Grant’s main achievements is the sale of the mini-series “Anne of Green Gables” to more than 120 countries around the globe.

Ms. Grant has evolved into the guiding light behind the company’s financial success. By strategically maximizing financial opportunities, Ms. Grant has built a very successful international business around the Sullivan brand.

Ken Jubenvill: Director

Ken Juvenvill was nominated for two Gemini Awards in 1989 for his work on the dramatic program, One Wolf, One Boy, One Summer. His other television credits include 21 episodes of Wind at my Back, Danger Bay, Lonesome Dove and most recently, The Force.

Ruth Secord: Costume Designer

“Having not done the other two Anne mini-series was my biggest challenge,” admits Costume Designer Ruth Secord. Sullivan Entertainment’s signature attention to detail and accuracy pushed Secord’s team into one of their most gratifying challenges. In just eight weeks, Secord and her team of cutters, tailors, and milliners researched, found and created authentic period costumes for 85 cast members and 3,000 background players. In a film that spanned Canada, the United States, France, Britain, and Germany, Secord was not only required to create civilian wardrobes but military uniforms indigenous to each of the five countries. Secord’s television credits include Sullivan productions of Under the Piano, Wind at My Back, Promise the Moon, Butterbox Babies, and Road to Avonlea. Her film work includes Blown Away, Oh, What a Night, Beautiful dreamers, and Johnny Mnemonic and the recent production of Disney’s The Miracle Worker.

Don Gillis: Composer

Don Gillis is a three-time Gemini Award nominee who has contributed his musical talents to several of Kevin Sullivan’s productions, including Wind at my Back, A Wind at my Back Christmas, Road to Avonlea and An Avonlea Christmas. He was nominated for a Gemini for his compositions for two Road to Avonlea seasons in 1994 and 1995, as well as for the TV series Danger Bay. In addition, Gillis was the musical director of episodes of The Jim Henson Hour and was the musical director of Fraggle Rock – also created by Jim Henson.

Raymond Lorenz: Art Director

Raymond Lorenz was born in Vancouver, B.C. where he graduated from the University of BC as an art teacher. Ray has designed many different television projects for Sullivan Entertainment, including three seasons of Wind at My Back (1999-2001), Anne of Green Gables: A New Beginning (2008), Sleeping Dogs Lie (1998) and An Avonlea Christmas (1998). He was also production designer on Paul Haggis’ directorial feature Red Hot (1993), as well as the pilot and first season of Due South (1994-1995). Ray designed two seasons of Jeff Ltd. (2005) and the TV miniseries Canada/Russia ’72 in 2006.

Michael MacLennan: Writer

Michael MacLennan is a Gemini Award-nominated producer and writer who has been behind several television programs, including the Sullivan Productions Anne of Green Gables: The Animated Series, Super Rupert, eight episodes of Wind at my Back and Anne: Journey to Green Gables.

Max and the boys are excited because Honey is well enough to accept visitors and they plan to visit her at the sanatorium in Gravenhurst. Newly independent Toppy, who has just bought a house, is attracting the attention of Archie. Although she supports her soon to be ex-daughter-in-law, May can only publicly support Toppy so much because of her blood ties to Bob. And Grace is also showing some independence by spending a week alone at the cabin at Bass Lake. Jim and Pritchard coincidentally are also spending the week at the lake, which Grace is quietly excited about. Even though she knows that she and Jim have nothing in common, she is attracted to him. However, she receives more attention from her crush, the junior Flett - Pritchard. The threesome's time at the lake faces some challenges because of the differences between Jim and Grace, but also because of two escaped convicts, including Mr. Sainsbury - who has a personal vendetta against the Baileys. Jim and Grace come to a new quiet understanding and respect for each other after their time at the lake.

Now that Toppy has moved out of the Bailey house, she has to find something to do with her life. On Archie and Grace's urging, Toppy decides to open a school for the performing arts. The first hurdle is that Toppy needs Bob to co-sign the bank loan, but she refuses to ask him. Grace thus decides to become Toppy's business partner and finances half the school. May doesn't think it a good idea since she sees neither Grace nor Toppy being business-minded. However, an argument over the matter results in May throwing Grace out of the house and Grace ends up rooming with Toppy. The school gets no business until Althea Bridgeman, an old friend of Toppy's who has just returned to New Bedford from Toronto, gets her daughter Laura to teach a ballet class at the school. Althea uses her networking among the town's women's club to have all the daughters enrolled. Laura catches the eye of Hub and the two bond over swing music and swing dancing, which is taking New Bedford by storm. But the overprotective and prudish Althea doesn't approve of swing or - after an incident between Hub and Laura - Toppy, who, as a divorcée, she sees as an inappropriate role model for her daughter. Althea uses her influence in the town to get all the students to pull out of the school. Concerned for her business and her standing in the community, Toppy confronts the women of New Bedford, with moral support from May. Although Toppy is able to open their eyes, she closes the New Bedford Academy. But it's not the end of business life for the newly independent Toppy.

When Ollie helps Grace find a car, she unwittingly becomes a wedge between Ollie and Marjorie. But Ollie tells Marjorie that they are just doing some activities that are enjoyable to him, regardless of Grace. Alice returns to New Bedford to live with her impoverished mother, Lorna, and drunkard father, Eugene. Alice has been telling everyone that she left her cousin's farm on her own accord, but she confides to Hub that she was kicked out because she's pregnant. Hub will do whatever he can to help her out, even offering to marry her. But Alice, under the guise of needing money to take the train to live with an aunt in Buffalo, decides the best thing to do is to get an illegal abortion. Not knowing what to do, Hub finally confides in Grace, who ultimately confronts Alice for using Hub. Alice then accuses Grace of not ever taking any responsibility in her own life, which Grace admits to herself is true. This accusation helps Grace mend her relationship with Ollie and Marjorie as a couple, and improve Alice's situation in a meaningful way. Grace realizes the best thing she can offer Alice is moral support as Alice tells her mother the truth. Meanwhile, Fat, who feels he is destined to be short for the rest of his life, turns to gypsy Roolie to help solve this problem.

Novelist Hugh Frampton comes to New Bedford to do research for his new book. He is a drinker, a womanizer and gruff. However, everyone in New Bedford is in awe of his celebrity, especially Max, the aspiring writer. The only person not in awe is Toppy. She stands up to Frampton after he paws over Grace, who was hoping to do an interview with him for her radio show. After sobering up, Frampton realizes that it is Toppy who is the love of his life. When Toppy sees Frampton’s more compassionate side, she also begins to have feelings for him. The two start courting in front of a jealous Archie. Meanwhile, tales of an undiscovered lode of silver in the old abandoned mine owned by May brings out the curiosity and adventure in Fat and Pritchard. Despite warnings from Maisey and Hub, Fat and Pritchard go into the mine and get trapped. Max in particular feels guilty about the boys' precarious situation since he has been ignoring the kids to pursue his writing. The town comes together to mount a rescue effort. Grace, testing her journalistic mettle, does an on-site radio report, which includes a pointed interview with May, the owner of the mine, about her responsibility in the boys' situation. Beyond all the tensions built up at the mine, Grace ultimately comes up with the solution to at least locate the boys in the mine shaft. The plan works and the boys are saved. Frampton's research is complete, and it's time for him to leave New Bedford. He wants Toppy to go with him. But living life as the companion of a constantly on-the-go author is not a life for Toppy. So she stays in New Bedford.

Leo McGinty passes away, leaving Maisey all alone in the world. May is the executor of Leo's will, which states that May is to be Maisey’s guardian and that all of his possessions, including the pawn shop and the building, are to be left to Maisey. As such, Maisey is to move in with May, who suggests closing the pawn shop until Maisey becomes of age. But Maisey has other ideas. She wants to run the pawn shop and continue to live there on her own. Maisey and May continue their battle of wills while Maisey moves in with May. However, Maisey is certain that drifter ex-con Eddy Jackson is her biological father. She runs a classified ad in the Toronto newspaper hoping that Eddy will read it and come for her. He indeed is her father and does come to New Bedford, with his wife Lucille in tow, to collect Maisey. Eddy seems to have got his life in order. However, May won't absolve her responsibility toward Maisey that easily and allow Eddy and Lucille to take all that was left to the girl. After Fat and Pritchard catch Lucille rifling through May's personal possessions, they suspect that she is just a gold-digger, so they end up hatching a plan to expose her. The plan works when she is caught red-handed stealing what she thinks are Leo's gold nuggets. That's when the truth comes out: Eddy did come for Maisey, but only brought along his fake wife, Lucille, to look more respectable. Instead of pressing charges, May decides the best thing is to kick Eddy and Lucille out of New Bedford for good. But when Maisey wants her father present for when they scatter Leo's ashes, May sees the concern Eddy does have for his daughter. May decides the best thing for Maisey is for her and her father to stay in New Bedford. Eddy will run the pawn shop until Maisey comes of age.

Toppy accompanies Grace to Lillian Day's traveling gospel revival show. Lillian is an evangelist and faith healer, and Grace is there to interview her for her radio show. But before Grace can get her interview, Lillian runs off. Lillian had just had a major breakdown in faith when she saw her manager, Hiram Beecher, pay someone who she thought she had just healed. Lillian manages to make her way to New Bedford, where, obviously distraught, she runs into Fat. Out of compassion, he offers to put her up. But she doesn't tell him who she is, and as such, Fat believes she has amnesia. She can't stay at the hotel because of the Cramp's strict policy, so Max decides that Toppy and Grace's house would be the most appropriate place for the mysterious stranger. When Lillian arrives at the house, Grace and Toppy don't recognize her since she is out of costume. However, once a major news release is issued regarding a reward for the return of Lillian Day, Grace knows who her new house-guest is. Lillian confesses and tells the group her story. They know they have to protect Lillian from Hiram until Lillian decides what she needs to do. However, Callie also puts two and two together and, drawn to the reward money, turns Lillian over to Hiram. Hiram threatens Lillian: if she dissolves their business arrangement, he will expose her as a fraud with a plethora of paid "healed" people to support his story. But Grace has a plan to let Lillian tell her story to the world, let Hiram take the fall, and still allow Lillian to devote her life in a meaningful way to her faith. Meanwhile, Grace and May have an argument over who should handle Grace's financial affairs.

Remembrance Day 1935 is approaching and the Nazi uprising in Europe is taking place. For the Remembrance Day service in New Bedford, a new cenotaph will be unveiled. As usual, Alden, the supposed war hero, adamantly refuses to partake in any of the formal rituals of the day. Old Roolie wants the name of her son, Karl, placed on the cenotaph, though he did not die in the war. She accuses everyone in the town, especially May, of being the cause of his death. Roolie later tells the kids that Karl was a conscientious objector, who was ostracized from the town because of his beliefs and beaten to death. But they learn from Alden that Karl is actually still alive and living in a nearby town. Grace is livid that Karl has not taken responsibility for his mother, who is now at a stage in her life where she needs someone to look after her. After initially denying that he is Roolie's son, Karl comes to see his mother for the first time in twenty years. He also confronts his then enemy, Alden, who was one of the instigators of his ostracizing and beating. Although they have come to an understanding of each other's position, they recognize that the war had a profound negative effect on each of their personal lives in different ways. It isn't until Daisy Whitney, who lost all three of her sons in the war, speaks to Alden that he admits the nature of his Remembrance Day sorrows: he may have saved three of the thirty men in his company in a battle, but the other twenty-seven perished, which is a fact he does not want to remember.

Del returns to New Bedford. His stay is uncertain as he left his assembly line job in Windsor with possible thoughts of heading west to Vancouver. The two people in New Bedford closest to him, Max and Grace, have mixed feelings about his return. Max wishes that he could get settled and be stable in his life. Grace, not having heard from Del since he left over a year ago, says that she has moved on with her life, but she obviously still has feelings for him as he does for her. She admits to Toppy that those feeling are primarily about her attraction him, and Toppy responds that those feelings can only get one so far in a relationship. In the meantime, Del strengthens his relationship with Fat, who he sees as a lot like himself at that age - the underdog. Del mentors Fat in boxing, with on emphasis on "fighting", while Max dotes on the star boxer, Hub. Based on Del's coaching, Fat's style is more like street boxing, which gets him disqualified in the regional boxing finals. Angry at what he sees as his unfair treatment and the special treatment given to Hub, Fat needs to take his anger out on his brother. When Del sees that Grace and Jim have a mutual attraction, he shows his jealousy. Del ultimately tells Grace that he loves her, but she convinces him that he just wants to go back to what feels comfortable in his life, especially at his time of uncertainty. The "sirens" she felt for him are no longer there, and Del decides to leave New Bedford. Meanwhile, Hub is facing his own relationship triangle. He likes Laura, but feels guilty about abandoning Alice in her time of need.

It was a dark and stormy night as the first storm of the season passes through New Bedford. The storm has knocked out the power in town and the telephone lines at the hotel are malfunctioning. In addition, the latest police serial magazine has hit the newsstands. Strapped for money, Max thinks he can write a story for the magazine, which is offering $100 for accepted stories. But he only has until the end of the weekend to complete a story from scratch. To make things easier, he decides to set the story during a stormy night in a small town hotel, much like the New Bedford Hotel, with a cast of characters that loosely resemble townsfolk. The only difference between reality and fiction is that in the story there is a killer loose in their midst and the murder victim resembles Callie Cramp. Since potboilers are not his usual writing genre, Max accepts suggestions from anyone he can, and everyone has a suggestion to offer. Meanwhile, Fat and Pritchard are looking after Callie, who is bedridden with a cold and alone when Alden is stranded out of town by the storm. The three think they overhear a murder plot, with the intended victim they believe to be Callie herself. Is fiction mirroring reality? They do whatever they can to determine who the murderer is. One mishap after another, they finally find out who they think is the murderer. However, the entire story is not quite what they originally thought. By the end of the weekend, the storm has subsided, the power has returned and Max has finished his story. 'Wait until you read it in the next edition' is his answer when everyone asks him who he made the killer.

Grace is chairing her 20th class reunion committee, with Marjorie being her chief volunteer "slave". The reunion is a time for her class to reflect on their lives. Marjorie is happy with her life with Ollie, but is concerned about continually not being able to make ends meet. She also wants to start a family, which Ollie does not want to do until they are financially settled. Ollie, on the other hand, is unhappy with the path he chose for his professional life, stating that if he had to do it all over again he would choose to be a pilot. This unhappiness spills over into his personal life, which in turn concerns and affects Marjorie. As Grace complains that no one in New Bedford from their class has done anything inspirational enough to be the keynote speaker of the reunion, Fred Wales, an old classmate and renowned pilot, makes an emergency landing in New Bedford with his business partner, Warner Shank. Fred's arrival stirs up questions in the minds of his classmates as to what they should have done with their lives, especially Ollie, who is quietly envious of Fred. His arrival also stirs up career ideas amongst the younger generation, especially Fat and Maisey who both want to be pilots when they grow up. Fred is the obvious choice for the reunion's keynote address. Warner is an opportunistic businessman who will seize any opportunity to make a dollar, and on this trip he is using Fred as his glitzy front man. The glitz hides their poor business plan of starting a new airline serving Northern Ontario. But the glitz does not work on May, who Warner wants as a major investor. May sees that Warner is on to a good idea, but that he is not the one to execute it and she decides not to invest. So Warner moves onto the next person from who he can make some money - namely Ollie. He encourages Ollie to build a plane that he has designed, promising him wealth and fame if he does. Ollie, excited that he may be able to break out of his rut, works on his plane with fervor and with help from Fat and Maisey. But on its showing to the press, the plane malfunctions. Ollie is humiliated until Warner tells him to make a few modifications to the design that they can ultimately patent. Fred, whose worldly and famous façade masks some deep-seated loneliness and unhappiness, wakes Ollie up to the fact that Warner is just using him. Marjorie, seeing how destructive this series of events has had on her husband, seeks help from the only person who can get Ollie out of his funk: Grace.

The Sutton and Bailey families are getting an early Christmas present: Honey is well enough to come home after spending a year at the sanatorium. Honey wants to resume her life in New Bedford just the way she left it, but that ends up not being so simple. All of her customers at her hair dressing shop have gone elsewhere and the general consensus amongst the townsfolk is that Honey is still "contagious" from her tuberculosis. Her children are a year older, and Hub in particular is verging on manhood. Honey doesn't like the fact that Hub is showing so much attention to Alice, who Honey feels should be supported by the baby's biological father regardless of his suitability as a husband. Ultimately, Honey comes to the realization that she is treating Alice the way the townsfolk are treating her. Meanwhile, Eddy has some grand plans for the pawn shop. Based in part by some comments made by May and by Eddy himself, Maisey begins to have doubts about her father's sincerity in leading a straight life and feels that the pawn shop scheme may be a way to abscond with some of her money. Meanwhile, Toppy doesn't want to admit to herself or Archie that she is going through "the change" in life - menopause – and decides to self-medicate herself rather than follow doctor's orders.

Doris, Toppy's daughter, comes back to New Bedford during a break from school in Toronto. Spoiled Doris acts as if the world has dealt her a rotten hand in life, especially since the disintegration of her parent's marriage has placed her in a lower social standing among the elite class in Toronto. She hasn't even been invited to the Winter Ball - the social event of the season in Toronto – and blames this on her parents. Even Hub has been invited to the ball by the Bridgemans as their guest. Hub really likes Laura and really wants to go, but feels that he's a little out of his element. But these issues may be immaterial since he doesn't have the proper attire, and Max and Honey can't afford to buy it for him. His relatives do whatever they can for Hub, and May comes through when she buys his clothes and tells him to represent the Bailey family at the event. This irks Doris, who feels like the family will do anything for Hub but nothing for her. Doris also brings news from her father for Toppy: Bob wants to speed up the divorce by providing evidence for her about his adultery. As Toppy decides what to do, she learns about what happened to her best friend, Althea, the year she went away to school and why she is now so protective about Laura. As Laura and Althea wait for Hub at the train station to head to Toronto, Hub is delayed when he attends to a distressed Alice and may miss the train.

Valentine's Day 1936 is approaching and Max is directing this year's edition of the Valentine's Follies. Against this backdrop, romantic relationships are formed and broken. Toppy is not in a very romantic mood as she has just returned from Toronto with her signed divorce papers in hand. Archie, however, has other ideas. He tells her that he will ask her to marry him, when she is ready. Although she knew that he would eventually ask her, she was not prepared to actually hear the words. She is also not prepared for her encounter with Mother Attenborough, which not only threatens the unofficial proposal, but also Toppy and Archie's relationship altogether. Alice gives birth to a baby boy, who she names Jacob. Niether she nor her family have the means to keep Jacob, and everyone, including Dr. Barlow and her mother, convinces her that she needs to give him away to a family that can take care of him. When that time comes, she refuses and does whatever she can to keep him. When all avenues are exhausted, she realizes that she needs to leave New Bedford to start a new life. Hub tells her his true feelings as she departs town. The shy Jim Flett is facing his sixth Valentine's Day without his deceased wife, Kathleen. But he does have Pritchard and, unfortunately for him, his in-laws, Louey and Rose Pritchard, who are coming for a visit to New Bedford from Niagara Falls. The reason for the Pritchard's visit is to take Pritchard back to Niagara Falls with them. They feel that Jim is an unsuitable parent for their grandson. Pritchard does whatever he can to stay with his father, including enlisting Grace in a ruse, which ultimately backfires. However, Rose confides to Jim about his father-in-law and convinces him that after six years without Kathleen he needs to get on with his life. Perhaps this talk will lead to Grace receiving her first ever Valentine's Day card from a real beau.