David E. Kelley has produced his share of series featuring the pretty young faces TV favors—Ally McBeal. The Practice, girls club—but credit him with taking a risk by building this one around three overweight, middle-aged men. The small-town Shaw brothers—police chief Hank (Randy Quaid), mayor Garrett (John Carroll Lynch from The Drew Carey Show) and jobless Waylon (Chris Penn)—are wont to sit in their favorite diner and hash over their numerous problems. Hank has a discontented wife (Mare Winningham) and a tendency to beat up citizens. Garrett is trying to keep his spouse (Elizabeth McGovern) and the public from learning of his long-ago infidelity. Waylon has an inferiority complex. There's way too much "What are we gonna do?" talk in the first two episodes (Sept. 24 and Oct. 1), but the strong cast—especially Winningham and Larry Miller as a prickly businessman—gives us reason not to lose patience.