"Denny, I think we should start eating healthier," Alan declared one afternoon as he sat in Denny's office wiping his mouth with a napkin.

His best friend looked up wide-eyed from contemplating his twiddling thumbs that were firmly ensconced on his rather imposing paunch. "Why on earth would I want to do something like that?" Denny responded.

Alan waved his right hand over the remains of their lunch and said, "Look at what we just ate! Ham and cheese grinders, potato chips and soda!"

Denny licked his lips in remembrance, "And it was good, too! I love DiMaggio's sandwiches!"

Alan scooped up the remnants of their meal and dumped it into the wastepaper basket next to Denny's desk. "It was good, but when you consider that for breakfast we ate bacon, eggs and toast dripping with butter for the fourth time this week and last night we ate filet mignon, baked potatoes overflowing with butter and sour cream and asparagus smothered in Hollandaise sauce for the third time this week, even you have to admit: We could eat a healthier diet."

Denny snorted and stood up to stretch. "You sound like some kind of granola-eating Commie tree hugger! What's wrong with the good old American diet? I've been eating that way for years! I look good. Women like a man with girth. Denny Crane!"

Alan smiled as he watched Denny settle himself onto his couch in anticipation of a nap. "Denny, women do like a man with girth, but usually not around his stomach, if you catch my drift. I'm not saying that we should become vegans. I'm saying we should be just a little more aware of what we're shoveling down our throats. How about for dinner tonight we have salad?"

Denny's face twisted into a look of total revulsion. "Salad? What has gotten into you?" he sputtered. He leaned back and closed his eyes. "Salad," he repeated, "I don't need no stinkin' salad."

Alan started walking toward the door, "Oh, good," he said as he left, "so, you'll think about it?"

As they settled into their chairs and lit fine Cuban cigars, Denny watched Alan from the corner of his eye. He was obviously enjoying his routine of pulling in then blowing out smoke in long streams and circles. After one perfectly round circle, he smiled in self-satisfaction and leaned his head against the back of his chair. He was content to sit there thinking his smug Alan-thoughts in silence. Denny decided his best friend needed his chain yanked instead. "Maybe we should stop smoking cigars," he said.

Alan's head snapped up, "I'm sorry. What did you say, Denny?"

Denny leaned forward and repeated, "Maybe we should stop smoking cigars."

Alan's eyes widened. "Are you serious? Oh, wait. This is because I said we should eat a little healthier, isn't it?"

Denny chuckled quietly and sipped his drink. "You're the one who thinks we're unhealthy. Maybe we should come out here to drink water and suck Life Savers."

"Just because I think we could stand to lose a few pounds is no reason to go crazy, Denny. Too many changes at once shock the system. I say it's best to ease into healthier living slowly, so it will take. Food seems to me to be the best place to start."

Denny put his glass down, turned to face his younger colleague and pointed his cigar at him accusingly. "You didn't say anything before about losing weight!"

Alan colored slightly and muttered, "Well, would it be so bad if we were a little smaller?"

Denny leaned back in his chair and grinned like the Cheshire Cat. "You, my friend, have been busted! Don't bother denying it, either. What's going on?"

Alan sighed and nodded his head. "Alright, Denny. I do have an ulterior motive. I figured if I could convince you to start watching what you eat; it would help me stay on track."

Denny's eyebrows shot up in surprise. "Are you…Are you trying to diet, Alan?" When he got a silent nod in response, he exclaimed, "Since when do you care about diets and weight?"

Alan stood up and began slowly pacing back and forth in front of their seats. He said, "Since a couple of days ago. I was in court with Claire and when Judge Georges adjourned for lunch, we stepped into the hallway where she saw two attorneys that she knew from New York. Denny, both women were good-looking, but Cecily was positively stunning. Big, beautiful green eyes, red hair almost waist-length, a long lovely neck and legs…Suffice it to say: I was smitten. The four of us decided to have lunch together. At one point, Claire and the other woman, Julie, were exchanging some information about hair salons or something, so I took the opportunity to ask Cecily out on a date. She turned me down flat."

Denny, who had been moving his eyes to follow Alan like a tennis ball during a match, blew smoke up into the air and said, "So? You've struck out before. What's the big deal? You always have a woman when you really want one."

Alan stopped pacing and looked out over Boston. "It's the reason she turned me down, Denny. On our way back to Crane Poole & Schmidt after court, I mentioned to Claire that I found her friend very attractive. She cleared her throat and said that Cecily had told her about my asking her out and that she wouldn't go out with me because I'm too…" Alan mumbled the last word.

Denny leaned forward and said, "I didn't hear you. Too what?"

Alan turned around and looked Denny in the eye, then looked down at his shoes. "Too fat," he repeated.

Denny snorted scornfully and said, "Fat? She's crazy! You're not fat!"

Alan sighed and said, "Actually, I started the holiday seasonal eating, drinking, and celebrating at Halloween. I noticed two months ago that some of my pants had gotten tight around the waist; if fact, some had become so uncomfortable that I took them to a tailor to be let out. I didn't think it was that noticeable, but after what Cecily said I thought about it and realized that the few dates I've had in the last two months have only been with women I already know. Every other woman I've approached to introduce myself and ask out lately has turned me down. I just thought it was a regular dry spell, but now I'm convinced I haven't met anyone new because I've gotten… "

Denny interjected, "Fat."

Alan crossed back over to his chair and sat down. "Exactly," he replied.

Denny shook his head and remarked, "You don't look fat to me so I wouldn't worry about it."

Alan pouted, "Well, I'm not trying to have sex with you so I am worried about it!"

Denny threw up his hands in mock surrender. "Okay!" he said, "don't get upset. This is really bothering you, huh?"

Alan drained his glass and leaned back. "I never thought of myself as especially vain, but yes, this weight gain is a blow to my ego. Boston is going to be warm in a few weeks and I'm dreading taking off my overcoat. I don't feel attractive and I don't like it."

"Tell you what, Alan. We've got some vacation time coming. Let's take two weeks off and go to a fat farm!"

Alan looked skeptically at Denny. "A fat farm? You and me at a fat farm?" he asked laughingly. "Don't be ridiculous!"

But Denny was no longer listening to Alan. He started waving his cigar around as he mused aloud, "Yes, a spa! Not mine, people know me there. I'll find one in Arizona or New Mexico. One with great trainers, good food, and slightly chubby women wanting attention from men. From me! Maybe even a few willing sheep! It will be marvelous!" He then puffed on his cigar, closed his eyes at the pleasurable thought of it and blew out a stream of smoke and grinned. "Alan," he announced, "we're doing this! I'll make all the arrangements; you just clear your calendar."