 In light of Diane s move to Europe with Frasier, Sam is looking for a new waitress. His criteria: someone he can sleep with. Carla, who he has given approval power, is looking for someone a little more substantial. After interviewing a few bimbos who Carla has exerted her veto power, they come across Lillian Huxley, a matronly British tavern waitress, a person whose career is waitressing. She fits Carla s criteria to a T, even more so in the fact that she poses no sexual complication for Sam. Sam hires her, and admits after her 1 week probation that he made the right choice: she s a great waitress and the customers love her. He s even slightly relieved that no romantic complications will screw up this arrangement. Just at that moment, a beautiful woman walks into the bar: it s Lillian s daughter Carolyn. Carla threatens to quit if he goes out with Carolyn as she knows that will result in Lillian quitting. Sam breaks down and begs Carla to let him go out with Carolyn. Carla agrees, only if he tells Lillian and gets her approval. In the process of Sam telling Lillian, she mistakenly thinks that Sam is coming on to her. Sam now is in a real bind because if he tells her the truth, she will definitely quit. But Carla comes up with a brilliant idea: she knows that Lillian is a smart woman, and so she suggests Sam tell her, "Lillian, we can t do this, because... well, you know," where Lillian will fill in the rest with whatever reason her smart mind comes up with. Sam tries it, and it works. In their discussion however, Lillian divulges that she is a passionate woman, so passionate that two of her husbands died while they were making love. Although Sam becomes more intrigued with Lillian, he quickly refocuses on Carolyn. He gets approval from Lillian to take Carolyn sightseeing; so Sam gets to eat his cake too. All is perfect in the world of Sam Malone, until Carolyn tells him that because of the way her Mom "killed" her Dad, she hates sex.