Summary: The episode opens with Will, Grace, Karen and Jack talking about things they've always wanted to do but never been able too. They all decide it's time to push aside all doubts and do it. For Grace, this means running the NYC Marathon, for Jack this means auditioning for Broadway, for Karen this means having sex with Stan during a conjugal visit, and for Will it means having a child...with a fairly reluctant Grace.

The next day, true to their word, the four have set out to accomplish their goals. Will and Grace find themselves visiting with a therapist to discuss their baby plans. Will reminds Grace how she agreed to it last week (in "Hocus Focus"), but Grace says she has her doubts, and when pressured by Will, finally admits that she does want to have a baby, just not with him.

Meanwhile, Jack is audtioning for a Broadway play, but early on is given the red light to leave. He begs with the audition holders to give him another chance, and they agree.

Karen is off at the prison, preparing for Stan's arrival, when she notices the security camera in the room. She acts outraged, but is actually turned on, and talks to the camera as if it were a person.

Back at the therapist's office, Will is shocked at Grace's statement, especially after the time when she got jealous that Will wanted to father a baby with another friend and made him stop. She tells him his sperm is her "safety sperm" in case she doesn't find Mr. Right.

Will then brings up all of Grace's past boyfriends who haven't lived up to her expectations of "Mr. Right", to which Grace retaliates by reminding Will how long it's been since he's had a serious relationship. Grace accuses Will of wanting a baby just so that he can have someone to love him and to give his love to. Will accepts this, but as he does, he reminises about his dreams of what having a baby with Grace would be like. At the end of his speech, he is against having a baby, but Grace is in tears and suddenly back in on the baby plan.

Over at Jack's audition, he's halfway through delivering a monologue when he realizes that he's not a good actor. He requests that the auditoneers turn the light back on, then he sadly picks up his things and leaves.

At the prison, Karen is still waiting for Stan and having a nice conversation with the camera when she recieves a phone call from her hubby. It turns out Stan did some illegal trading while in the library and is now in for a much longer period of time. Karen is hurt and tells him that she doesn't think she can do this anymore.

Back with Will and Grace, Will is irritated that now that he's finally accepted not having a child with Grace, she's changed her mind. He asks her why and she says the speech he gave really made her want to do it. He asks her to talk him back into it and when she says she thinks they can really do it, and that wanting to give a baby the love you have isn't a bad thing, the two happily decide to have a baby.

Did You Notice...
~Originally titled, "Will's Proposal".
~Though each of the characters appear in scenes with other people, there was actually no guest cast in this episodes. We never see Will and Grace's therapist, Jack's audition holders, or the man behind the camera watching Karen in prison.
~Karen comments about how rude it is to have a camera in a bedroom (of sorts) but she herself has cameras all over her penthouse, including in the bedroom.
~The past boyfriends of Grace's that Will mentions include Nathan (from "The Young and the Tactless"), Josh (from "Acting Out"), and Danny (from "Pilot").
~There is also a reference in this episode to the episode "Seeds of Discontent", when Will agreed to father his friend's baby, only to have Grace get jealous.
~Following 2 submitted by Lacey: We found out that Will is 36. I think that's the first we've ever heard his age.
~When Grace is saying their ages, she says he's 36 and she's 29, and then Will says no she's 33, and then she says 24 and he says sold. Why would he say "sold" if she went DOWN in her 'bid'? Shouldn't it have been 24, 33, 29 and then sold?

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