Will

and

Jack

wake

up

in

the

same

bed

on

the

boat...

and

panic.

Grace

is

already

panicking

because

Leo

forgot

a

bag

on

the

boat

and

she

found

Dr.

Morty's

love

letter

addressed

to

him.

But

before

Grace

can

head

to

Guatemala

to

stop

Dr.

Morty,

she

discovers

that

Leo's

passport

is

in

the

bag

too

and

Leo

has

to

return

to

get

it.

But

what

should

Grace

do

with

the

letter?

Grace

and

Leo

are

having

a

dinner

party

to

which

Grace

invites

Will,

Jack

and

Karen.

And

Leo's

just

pumped

into

his

ex,

Diane,

and

invited

her

too.

Grace

assures

Will,

Jack

and

Karen,

that

there

is

no

drama

forthcoming.

None

whatsoever.

Absolutely

not.

Unless

it

turns

out

that

Diane

is

a

secret

from

someone's

past.

Karen

has

invited

Grace

to

the

country

club

to

play

tennis.

Will

is

going

to

Connecticut

to

see

his

mother

and

is

taking

Jack

along

for

company.

When

Grace

brings

Leo

along,

Karen

says

she

intended

to

play

one-on-one

with

Grace.

Karen

has

to

accept

a

surprise

partner

for

a

doubles

play.

Tensions

rise

and

Karen

ends

up

revealing

her

true

opinion

about

Leo.

Jack

walks

into

Will

and

Grace's

apartment,

all

full

of

himself

and

announces

he

has

a

part

on

a

off-Broadway

play

opposite

James

Earl

Jones.

There's

just

one

detail

Jack

forgets

to

mention

to

Will

&

Grace...

Will's

mother

living

under

his

roof

is

starting

to

get

on

his

nerves.

Grace

wants

to

tone

up

because

Leo's

sex

drive

has

increased.

When

Leo's

depressed

about

leaving

Doctors

Without

Borders,

Will

tries

to

cheer

him

up.

But

it

only

makes

him

miss

it

more.

And

Jack

decides

to

get

ready

for

a

Gay

Spelling

Bee

and

is

being

prepped

by

Karen.

Grace

is

abroad

with

Leo.

Will

has

to

take

care

of

her

injured

mother

and

while

in

the

park,

they

meet

a

man

called

Tom

who

also

has

to

take

care

of

her

mother.

Tom

and

Will

hit

it

off,

but

the

thing

is,

Tom

really

likes

taking

care

of

her

mother,

so

Will

has

to

fake

that

he

too

likes

taking

care

of

her

mother

in

order

not

to

drive

him

away.

Karen

is

on

the

trail

of

Lorraine

Finster

and

has

tracked

her

to

a

hotel,

but

finds

that

the

L.

Finster

who

has

checked

in

is

actually

her

father

Lyle.

Karen

has

to

go

have

herself

examined

at

a

doctor

and

is

scared

to

death.

Will

and

Jack

accompany

her.

Karen's

fears

are

not

diminished

by

the

fact

that

the

doctor

is...

slightly

eccentric.

Jack

sees

a

good-looking

male

nurse

and

instantly

decides

to

change

from

studying

acting

to

studying

nursing.

And

to

do

that

he

needs

money

from

Will

and

Karen.

Will,

Grace,

Karen

&

Jack

go

to

a

restaurant

to

celebrate

Jack's

new

start

in

studying

nursing.

Unfortunately,

there

seems

to

be

a

problem

with

their

table

reservation

and

things

are

only

going

to

get

worse.

It's

Christmastime.

Will

is

the

first

one

in

line

for

Barry

Manilow

concert,

to

the

disappointment

of

the

girl

who

arrives

second.

Turns

out

that

they

know

each

other

through

a

Barry

Manilow

chat

site.

Grace

happens

to

walk

by

and

takes

Will's

place

in

the

line

while

he

goes

to

relieve

himself.

Then

Grace

spots

her

mother

across

the

street,

having

dinner

with

Jack,

even

though

she

had

said

to

Grace

she

wasn't

coming

to

town.

So,

to

find

out

what's

going

on,

Grace

calls

Karen

to

take

her

place

in

line.

Meanwhile,

Will

finds

out

that

waiting

in

line

for

bathroom

may

...

Will

succeeds

where

Jack

fails:

he

becomes

a

boy-toy

for

a

wealthy

elder

man.

Grace

drops

a

plate

of

hot

noodles

at

a

restaurant

and

declares

war

on

them

when

they

refuse

to

give

her

a

replacement

on

the

house.

Leo

has

a

cabin

in

Vermont

and

his

neighbor

has

called

Grace

to

tell

that

the

pipes

have

frozen

and

they

need

to

be

taken

care

of.

Will

is

meeting

a

new,

gay,

client

and

can't

go.

Jack

is

going

to

see

"The

Boy

from

Oz",

dying

to

see

"Hugh

Jackman

...and

his

huge

ackman".

So

Grace

has

no

choice

but

to

take

Karen

with

her.

While

they

are

on

their

way,

Will

meets

the

new

client,

who

is

a

huge

Lord

of

the

Rings

fan.

After

Jack

has

interrupted

the

meeting,

the

client

declares,

"I

want

him

to

be

the

lord

of

my

ring"...

In

Vermont,

Grace

&

Karen

find

something

unexpected.

Jack

is

taking

part

in

a

cooking

class

because

now

that

he

has

a

boyfriend,

he

wants

to

offer

him

home-made

food.

Will

goes

too

-

and

finds

out

that

Jack

brought

Stuart

with

him.

Not

only

is

Will

left

cooking

alone,

he

finds

out

that

he

is

the

only

one

who's

single.

Karen's

mother

has

moved

into

town

and

is

in

need

of

a

decorator

-

a

lucky

job

opportunity

for

Grace.

Will

and

Grace

who

are

now

flippers

(buying

houses

cheap

and

then

fixing

them

up

and

selling

them

at

a

huge

profit)

are

trying

to

get

a

house.

But

they

learn

that

they

have

just

encroached

into

the

area

of

a

couple

of

flippers

known

as

Deirdre

and

Monet

who

are

lesbians.

They

approach

Will

and

Grace

and

tell

them

to

stay

out

of

their

territory.

Will

decides

to

fight

back

by

driving

a

wedge

between

them.

However

things

don't

go

as

planned.

And

Karen

feeling

as

if

she's

cheating

on

Stan

with

her

relationship

with

Lyle

decides

to

contact

him

through

psychic

John

Edward.

...

Karen

enlists

Will

to

teach

her

how

to

drive.

And

of

course

she

gets

pulled

over

by

a

police

for

speeding.

Meanwhile,

Grace

and

Jack

are

at

movies.

They

see

Stuart

in

the

theater

with

another

man

and

Jack

starts

suspecting

Stuart

is

cheating

on

him.

Karen

and

Jack

are

facing

a

problem:

not

only

has

Sex

and

the

City

ended,

but

Frasier

and

Friends

are

ending

too

-

what

are

they

going

to

start

following?

Will

dates

a

cop

and

makes

the

mistake

of

listening

to

Grace's

dating

advice.

Will

and

Vince's

relationship

is

put

to

*the*

test

-

will

Grace

approve

Vince?

Meanwhile,

while

giving

Karen

dance

lessons,

Jack

realizes

that

their

relationship

is

most

likely

to

change

drastically

when

Karen

gets

married.

Elliott

announces

that

he's

going

to

apply

into

the

school

cheerleaders,

which

makes

Jack

very

proud

of

him.

Tina

confides

in

Will

that

she

suspects

Will's

dad

is

seeing

another

woman

since

he

is

now

always

too

tired

to

have

sex

with

her.

Will

has

to

go

to

see

his

father

to

find

out

what's

the

truth

but

he

isn't

prepared

for

the

truth.

Jack

is

graduating

from

nursing

school

and

because

he

was

voted

The

Most

Popular,

he

gets

to

make

a

speech

-

but

then

he

realizes

the

graduation

day

is

sooner

than

he

thought

and

he

needs

to

write

his

speech

very

very

quickly.

Enter

Will

to

do

it

for

him

-

a

potential

disaster.

Karen

and

Lyle

are

"eloping"

to

Las

Vegas

on

a

private

plane

because

Lyle

said

"screw

it"

to

a

3,000

people

wedding.

Jack

and

Will

are

tagging

along.

Leo

is

coming

from

Cambodia,

but

where's

Grace?

At

Lyle

and

Karen's

wedding

reception,

Will

confronts

Leo,

who

is

experiencing

strong

guilt

about

his

actions.

Lyle's

brother

also

suddenly

remembers

he

had

something

to

tell

to

Lyle.

And

Karen

has

a

surprise

in

store

for

everyone.