TV's top prime-time shows - from Felicity to The X-Files - are all shook up for the fall season, and our annual guide is your complete sneak peek.
Plus: TV GUIDE critic Matt Roush on the good, the bad and the intriguing.

SUDDENLY SUSAN
Starts: September 20
The Big News: With the death of David Strickland (Todd, the music critic) and the departure of Judd Nelson (Jack, who owned The Gate), the show has been revamped. Eric Idle has signed on as Ian, the magazine�s new owner; Melrose Place�s Rob Estes is Oliver, a jet-setting photographer; Currie Graham is Nate, a divorced sportswriter; and Sherri Shepherd is Miranda, Ian�s assistant.
Writer�s block: Susan (Brooke Shields) will struggle with her new boss and his new direction for The Gate. "It�s going to be very sexy, this side of porn," says executive producer Mark Driscoll. "Maxim is the model."
Model Behavior: Expect to see a sexier Susan as Ian declares her the "look of the magazine" and puts her picture on a billboard.
Matt Says: Sounds as if Susan is going the way of The Naked Truth, another ill-fated NBC comedy set at a magazine: too many makeovers, too little comedy.

SPIN CITY
Starts: September 21
The Big News: Heather Locklear joins the cast as Caitlin Moore, the mayor's senatorial campaign manager. Deadpans series star and executive producer Michael J. Fox: "Here's an opportunity for her to play a woman who is ambitious, smart, talented, funny, affectionate and potentially ruthless."
Office Politics: Mike Flaherty (Fox) vies with Caitlin for the favor of the mayor (Barry Bostwick).
Who's Out: Jennifer Esposito (Stacy), who quit to make movies.
Matt Says: No spin about it: The addition of Locklear is just the boost this show needs as it weathers yet another new time period. Should be fun to see the former Melrose vixen take Mike Flaherty down a peg or two.