Season 3 opens with the governor struggling to get the legislature to confirm his appointment of Benson as state budget director. That means new duties and different issues, of course, like going under cover in a prison to find out about conditions there. When the former governor visits with his attractive niece, Clayton tries to win her attention; Katie develops a crush on Pete; and Benson's tax records are stolen. A round of golf leaves Benson, the governor, Clayton and Pete at odds; and the governor deals with dirty politics when his party won't support him for re-election. Notable guest stars include Scatman Crothers, Rosalind Cash and Brion James.