Will and Grace feel they need more elbow room, so they search for larger digs and find an exquisite place—despite the efforts of Sandra Bernhard—but to finance the move, they illegally sub-let their old apartment. Meanwhile, a well-intentioned Jack begins filming a documentary of Karen's colorful life to celebrate her birthday but accidentally stumbles upon her estranged, lowlife mom.

After Will and Grace move into their expansive new dream apartment, they discover the awful pangs of separation anxiety as they pine for their smaller old digs now happily occupied by their friends who sub-let the place. Elsewhere, Jack tries to reconcile Karen with her estranged grifter of a mom, who wants to recruit her daughter for her next caper.

Will decides to further his cooking skills by taking a class and invites Jack to join him in the kitchen but when Jack decides to include his new boyfriend, the gourmet attorney finds himself a sad single in a cooking class full of couples. Elsewhere, Karen's mother Lois returns to town, slightly unnerving her daughter and calling on Grace's thrifty design talents to help decorate her new apartment.