I watched the Season 2 again (about to start Season 3 tonight), but I didn't find that it spun its wheels in the least. In fact, I was amazed at how much story they were able to pack into each episode. I think if people wanted the show to remain June-centric they might be disappointed, though. What happened was the fleshed out other characters, namely Serena. Again, the only thing I didn't like about Season 2 is how Commander Waterford miraculously survived the suicide bomber. Too unrealistic.