Lilly wants to know where babies come from so Frank explains it to her. This becomes a problem when she explains to her friends. Jean-Luc is very good at picking winning racehorses, and JT and Rich try to take advantage of it.

Mark is being embarrassed by Carol, who is having trouble with the idea of him growing up. So Carol is banned from his next basketball game. Spurred on by JT, Rich tries to become more independent from Dana.