The day before Will's (Eric McCormack) 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.

When Jack decides on a whim to move, Will is excited at the thought of helping him look for a place. After becoming involved in a cause to save two gay penguins from being separated at the zoo, Will starts to think closely about his dear friendship with Jack and what it would mean if he no longer lived next door. Meanwhile, during an afternoon of shopping, Karen and Grace bump into pretentious socialite Beverly who invites the two ladies to attend his recently deceased wife's memorial celebration. When Grace decides to try on one of the dead wife's rare dresses before the ceremony, she experiences a wardrobe malfunction, which she must try to conceal.