When Grace accompanies Leo to dinner with some ""friends,"" she doesn't realize that he's tricked her and instead introduced her to his real parents and she soon regrets her earlier salty dialogue and suggestive attitude. Elsewhere, Jack is again confronted by Zandra his gruff acting teacher when he tries to showcase his meager talent in a class while a willing Will joins Karen in subjecting to a Botox facial injection.

Will, Karen and Will's boss Mr. Stein (Gene Wilder) form an anti-romance club thanks to Will and his recent break-up with Barry. The three hold two meetings claiming that ""love stinks"" until Karen and Mr. Stein form a budding relationship. The two carry on having sex and dating behind Wills back not wanting to hurt him. Will breaks up the club after he finds out claiming that ""If you're going to form a club for people who are alone and bitter, you have to at least stay bitter.""

Meanwhile, Grace decides to make a sexy video for Leo who is away in Africa. Jack wakes up to the sound of her singing and tells her that that's not sexy at all. He invites her to his acting class where the students are supposed to be very open to each other. Grace attends one class, but finds that it isn't helping one bit. Jack films her taking a shower without her knowing it. When she sees the tape, she agrees that it is very sexy only to find out that Jack has been sharing it with his class.

Earning a brief speaking role in an off Broadway play, Jack shares the stage with legendary actor James Earl Jones. However, when the play's director rejects James' performance in favor of Jack's one-line triumph, the award-winning actor looks to his co-star for instruction - enrolling in the McFarland acting school. Meanwhile, new roommates Will and his mother Marilyn continue their living arrangement, despite a secret desire to part ways.

After a near-death experience in a Jean Boutique, Grace decides to write her will and enlists Will's legal expertise to make sure she's fair when bequeathing her money. Grace visits Will's mother to find out how much Will plans to leave her and is shocked by what she finds. Thanks to Grace, Will also takes a look at his life and decides it's time to make a life altering career move. Meanwhile, Jack and Karen find an imposter teaching Jack's ""McFarland Method Of Acting."" Realizing he needs new material to get back into teaching, Jack changes his method to win back his students.