Watch This, Not That: "Smash," Not "Glee." "Pan Am," Not "Mad Men," and Other Suggestions

Fall is nipping at our heels and that means it’s time to set our TV schedules and calibrate our DVRs appropriately for the onslaught of shows (both old and new) invading the fall season. From retro mid-century modern stewardesses to fairytale mysteries, there are a lot of options for your viewing pleasure.

We’ve already given you our suggestions on what works and what doesn’t when it comes to the new shows, but many of those new series are cut from the same cloth as returning shows (nothing new under the sun and all that, right?) – and given the limited hours in a day, perhaps you’re confused as to whether you should replace an older show with the newer, shinier version. If so, then allows to help with our "watch this, not that" guide for you.

Kat Dennings and Beth Behrs are the 21st century's answer to Laverne & Shirley in 2 Broke Girls

Instead of Two and a Half Men, watch 2 Broke Girls: With Two and a Half Men's recent Ashton Kutcher makeover, the show that once had that sitcom "Sheen" is bound to have a few bumps along the way. While it's going through a transition of damage control, 2 Broke Girls (Sept. 19 on CBS) is an alternative that might eclipse Kutcher's return to primetime TV altogether.

The enjoyably sarcastic Kat Dennings stars alongside Beth Behrs in this odd couple sitcom where a working class gal (Dennings) ends up becoming roommates with her polar opposite: a spoiled riches-to-rags gal trying to make it in the city on her own (Behrs).

Katharine McPhee puts her American Idol talents to use in Smash

Instead of Glee, watch Smash: I remember the time when I actually got excited to watch the newest episode of Glee – but those times are long gone. The show’s sophomore season was basically a "Puttin' on the Ritz" handjob. Somewhere between the "Defying Gravity" diva battle and Mr. Schuester's rapping, it lost its heart.

Enter Smash. Technically, this isn't a fall TV show, but a mid-season replacement. The musical series doesn't take its bow until February 2012, but put it on your radar. Starring Katharine McPhee, Debra Messing, Christian Borie and the great Anjelica Huston, the show follows a team of Broadway denizens trying to create a musical about Marilyn Monroe. Like Glee, music is woven into the plot – but with more panache. Also, no Slushies. (That bit is getting old, dontcha think?)

Christina Ricci, Kelli Garner, Karine Vanasse
and Margot Robbie fly the friendly skies in Pan Am

Instead of Mad Men, watch Pan Am: There was a collective gasp when it was announced that Don and his merry band of Mad Men wouldn't be returning to AMC until 2012 – but don't fret! Pan Am (Sept. 25 on ABC) is here to save the day. Starring Christina Ricci, the show takes place in the '60s – the glamorous heyday of Pan Am where sexy stewardesses were on the road to girl power and pilots were superstars. It's the same era as Mad Men, but told through a different vehicle – literally and figuratively.

The gang from Happy Endings continue the tradition of twentysomething snark

Instead of How I Met Your Mother, watch Happy Endings. When Friends ended, we fell to our knees and screamed "WHAT NOW?!" to the heavens. Our prayers were answered with How I Met Your Mother, another sitcom about a circle of twentysomething friends told with sanitized Arrested Development-esque charm. Now that we are in the homestretch of Ted Mosby's six-season story about how he met the mother of his future kids, we crave something new.

Something like Happy Endings (Sept. 28 on ABC). The show (expectedly) is about a rag-tag bunch of post-college BFFs trying to laugh their way through the trials and tribulations of their 20s – but comedically elevated enough to differentiate itself from its predecessors. It's short first season garnered "you are cool if you watch this because no one else is" buzz. With its second season, it is definitely a HIMYM alternative – so watch it now before it finds a spot on the endangered species list of TV shows.

The Secret Circle cast looks witchy, brooding and full of angst!

Instead of Gossip Girl, watch The Secret Circle: Shows on the CW are obviously targeted at teenage girls… and gay men. It happened with Gossip GIrl and The Vampire Diaries – so why not create something that has a little bit of both? With executive producer Kevin Williamson at the helms, The Secret Circle (Sept. 15 on the CW) harmoniously marries the drama of Gossip Girl with the supernatural forbidden love of The Vampire Diaries. Essentially, the bitches are replaced with witches.