While spending the holidays at Will's (Eric McCormack) mother Marilyn's (guest star Blythe Danner) house, Grace gets cozy with Will's brother and old flame Sam. Sam's adopted daughter finds a fan in Karen, who is intrigued by the little girl. Meanwhile, Jack helps Will's clearly gay ten-year-old nephew organize and perform a Christmas show, which Marilyn is thrilled about. Will is silently fuming, however, as Marilyn is much more tolerant of the young boy than she ever was of her own son.

All of New York society attend Karen's birthday party, but Will, Grace and Jack embarrass themselves and get stuck in the bathroom with the birthday girl.