The day before Will's charity auction and carnival, Jack meets and begins dating Baby Glenn, who is still riding his fifteen minutes of fame from when he got trapped in a hole for three days in the eighties. The two 'celebrities' agree to be auctioned off for charity -- Baby Glenn's fans spend over a thousand dollars, but Jack begins to question his own notoriety when no one bids on him. Meanwhile, Karen just can't force herself to break up with Malcolm, so to soften the blow she recruits Grace to be his date to the carnival. But Grace can't stand his weird quirks and clingy personality and finally makes Karen confront him.
The show takes place in New York City and focuses on Will Truman, a gay man and lawyer, and his best friend Grace Adler, a Jewish woman who runs her own interior design firm.
Also featured are their friends Karen Walker, a rich socialite, and Jack McFarland, a struggling actor/singer/dancer who also has had brief careers as an acting teacher, back-up dancer, cater-waiter, talk-show host and student nurse.