Frances O'Brien is back in the library. Melvil Dewey is turning in his grave. Frances O'Brien (Robyn Butler), devout Catholic and panic disorder sufferer, is back at the Middleton Interactive Learning Centre. But being Head Librarian of this outer suburban library is harder than ever - especially when Nada (Nicole Nabout), Frances' Muslim colleague, is being touted as the N.B.L (Next Big Librarian) and threatening Frances' right to the throne... Frances can't seem to get anybody's attention.

Ky (Keith Brockett) is in love, Dawn (Heidi Arena) is broken hearted and Matthew (Stephen Ballantyne) is exploring his sexuality. Neil Slider (Bob Franklin) the convicted thief is back - a free citizen and proudly wielding a Middleton library card. Father Harris (Kim Gyngell) is on sabbatical and Frances is at sea.

Life at home isn't any better. Terry (Wayne Hope) is masturbating more frequently and their daughters are wilder than ever. Frances tries valiantly to ignore her responsibilities as a mother - in fact, not even think about motherhood, which is a little difficult when Christine (Roz Hammond) is seven months pregnant and again working as the Children's Librarian. Single and dreading being a parent, Christine still manages to make pregnancy glamorous and Frances is constantly reminded of her own deeply unattractive pregnancies - and how they bore her wayward daughters. It all leaves Frances breathing harder into her paper bag than ever as she wrestles with being a mother, a lover and a Librarian.

Also guest starring some of Australia's finest talent including Vince Colosimo, Noni Hazlehurst, Hamish Blake, Tony Martin, Francis Greenslade, Denise Scott and Greg Fleet.