Grace is excited to meet Will's best friend from high school until she learns that the woman has made a request: to be implanted with Will's sperm. Now Grace has to confront Will about Will being her ""backup.""

After Will and Grace decide to have a baby together, obstacles pile up before them, including a missing specimen sample and bungled insemination efforts that have them teetering between artificial and natural means – all leading to mis-conceptions. Meanwhile, when Jack considers giving up his show-business aspirations, until he gets some career advice from a ""divine"" entity – his idol, Cher. Likewise, married Karen is sorely tempted by the romantic tickling of a rich and natty gentleman.

After Will and Grace decide to have a baby together, obstacles pile up before them, including a missing specimen sample and bungled insemination efforts that have them teetering between artificial and natural means—all leading to mis-conceptions. Meanwhile, Jack considers giving up his show-business aspirations, until he gets some career advice from a ""divine"" entity: his idol Cher. Likewise, married Karen is sorely tempted by the romantic tickling of a rich and natty gentleman.

A dazed Grace is rescued by a handsome Jewish doctor who pulls her up on his horse and delivers her just in time for her insemination with an impatient Will. But their new relationship as expectant parents puts a strain on Will and Grace's relationship when they agree not to date until their baby is born. Meanwhile, a restless Karen can't make up her mind about cheating on her imprisoned husband with the genteel but ardent suitor Lionel.

Will learns that Karen missed her physical, so he takes her to one of the finest doctors in the city. It is not until after the doctor does a demonstration on Will that Karen obliges. While at the office, Jack flirts with a male nurse, and he later announces that he's going to be a nurse himself. The problem is, training costs $2,700, and Will and Karen are reluctant to give him the money. Once they pay the fees, Jack, fickle as ever, announces that he's taken up surfing, and that he needs $1,600 for lessons. Will and Karen are about to let the nursing school know of his decision to drop out until Jack comes up with an inventive way to feed Karen her calcium pills.

On the eve of his graduation from nursing school, a nervous Jack turns to Will for help writing his commencement address. Reconnecting with his past dreams of being an accomplished playwright, Will over-analyzes the speech, searching for the life experience that sent Jack to nursing school as a source of inspiration.

Will and Grace begin attending childbirth classes in preparation for the baby, but as Will and Vince take another chance at their relationship, Grace starts to doubt whether Will is up for raising a child with her.