Grace is lying on the ground in the park knocked out. She regains consciousness, looks up and sees Leo looking down on her from on top of a white horse. Leo dismounts and asks Grace, 'Are you all right?' He then crouches down beside her and begins talking to her.
At the sperm bank, Will is pacing anxiously. He stops and says to Nurse Sheila, 'This is crazy! Who is late for their own insemination?' Will then takes out his cell phone and rings Benny's Taco to see if Grace is there. Will then says, 'Where the hell is she? I'm really getting worried here.' Nurse Sheila says, 'Hey, um; is this sexy?' Nurse Sheila then performs a dance for Will.
Grace and Leo are riding the white horse through the street. Grace is holding an ice-pack to her head. They arrive at the sperm bank. Leo and Grace get off the horse. Grace thanks Leo and turns to leave. Leo introduces himself; Grace turns back around and introduces herself. They shake hands and Leo asks her out for dinner. Grace laughs at him and tries to say that she can't, but stutters when Leo reveals that he's a doctor and that he's Jewish. Grace says, 'I gotta go, before I find out you come from money.'
Will and Jack are in the Sperm bank talking when Grace bursts in saying, 'I know, I know, I know I'm crazy late, I had an accident.' Will says loudly, 'What happened? And it better not be something stupid like when you missed my thirty-fifth birthday because you ran into a mailbox.' Grace stares guiltily at Will and says quietly, 'I ran into a lamp post.' Will lectures Grace until a doctor walks in and asks if they have the sperm. Jack says, 'Okay, you're gonna have to give me a little more notice than that.' and leaves. The doctor gives Grace a gown and asks her to put it on; she unfolds it slowly causing Will to shout at her to hurry up. Will and Grace argue until Jack returns asking where is the doctor and holding a bag containing his sperm.
Karen is walking slowly and anxiously up a hallway, she stops at a door and holds out a key. She then withdraws her hand, shakes her head and turns to leave. Just as she is walking away the door opens and Lionel steps out and says, 'Ah, Miss Beaverhousen, that delicious scent, I knew it either had to be you or a thousand wild gardenias nestled in a mossy bank of money.' Karen tells him to save it, that he's just smelling the cheese dip. Lionel says, 'Perhaps we should take a dirty bath together?' Karen says, 'I only came here to give you your key back, I am a married woman!' She then hands Lionel the key. Lionel says, 'I admire your integrity. Would you care to step inside, take your clothes off and discuss it further?' Karen replies defiantly, 'I would indeed!' She then throws her head back and enters Lionel's room.
Grace is in Will's apartment checking herself out in the mirror. Will walks in and says, 'Why are you up? The doctor said the best chance of getting pregnant is being flat on your back with your legs in the air, so come on, pretend somebody just paid for dinner.' Grace replies shocked, 'That's offensive.' Will says, 'Pretend it was lobster.' Grace jumps onto the couch with her legs in the air. Will brings her over some presents he bought her. Jack comes in and tells Will to get ready and that they're going to the "Gay Gay Gay Gay Gay Club". Grace says, 'Aw that sounds fun. Will you take me sometime?' Jack laughs then says, 'Grace please, its not that gay.' Will and Jack leave the apartment. Will comes back in reconsidering whether he should go or not. Jack tries to convince Will to come but fails. Will comes to the conclusion that he is not going to date for a while. Grace thinks that's a good idea and does the same. Karen walks in looking distraught and leans on the mantle piece. Will, Jack and Grace silently play Rock-Paper-Scissors to see who has to ask Karen what's wrong. Will loses and approaches her asking if she is OK. Karen explains about Lionel inviting her to his hotel room, and then says, 'Well at first I didn't want to go because, well, I'm a lady and I do have moral standards to uphold.' Jack, Grace, Will and Karen burst out laughing. She then says, 'I know that was just for us.' Karen explains what happened in Lionel's room, how he was touching her and that she couldn't stop him. Grace asks Karen did they do it. She says that she did everything but. She then says that she doesn't know what to do, that she wants to see him but doesn't know if she should. Jack gives reasons why she should see him again. Grace gives reasons why she shouldn't. Will brings Karen a glass of wine and asks what she's going to do. She says, 'The only thing I can do, I'm gonna tell Mr. Banks to take a hike and I'm gonna wait for my man to get sprung, cause; let's face it, Stanley walker may not be a handsome man and he may not be a charming man.' Karen takes a sip of her wine looks around at them and says, 'That's it.'
Grace is in the coffee shop examining her muffin and complaining about its lack of blueberries until she turns it around and realises there's more on the other side. Leo walks in and immediately tries to get her to out with him again. After she is clear with him that she's not dating at the moment, he asks if he can have a look at her gash. Grace gasps in shock and says, 'That is the rudest...' Leo interrupts her laughing and says, 'On your head, from the lamp post.' She replies embarrassed, 'I knew.' Leo examines her and ends up stroking her hair. Grace withdraws her head slowly and says, 'Okay, Dr. Feel-good, time to go operate on someone else.' Grace puts her muffin in a bag and stands up to leave. Leo calls her back and pretends to write a prescription healing cream. He hands it to Grace, she reads it aloud, 'Have dinner with me tonight.' Leo repeats what Grace said earlier about not dating. Grace turns and leaves.
Karen dances into her bedroom singing "I'm Coming Out." She reaches her bed and pulls back the covers. Jack springs up and says, 'Don't do it! I knew when you said you weren't gonna sleep with Lionel, you would, because that's what I would have done. Sex is a drug Karen, I should know, I'm a licensed dealer' Karen replies, 'I hate that you know me so well, but who are you to judge Judy?' Jack and Karen argue until Karen tells Jack not to worry and hugs him.
At Will's apartment there is a knock at the door. Will answers it and sees Leo. Leo apologizes saying he thought Grace lived there. Will says that he's right, she does live there. Leo gives Will Grace's wallet and leaves. Grace comes out of the bathroom. Will gives her the wallet then gets angry and accuses her of breaking their pact. Graces denies it and they begin to argue. It finishes with Will confessing that he kissed a guy. Grace says its OK, they make up and Grace sends him to go buy some yogurt. After Will leaves Grace finds a card from Leo asking her out again that fell out of her wallet. She throws it on the coffee table laughing. She then picks it up, straightens it out and looks at it.
Karen is in her bedroom running to pick up her drink and shouting for Lionel to come up. She sits down and looks at the door, waiting for Lionel.
When it opens, her face fills with shock as a huge shadow appears over her. She says in a forced casual way, 'Why Stanley, I didn't smell you come in.'