Although she is back together with Stan, Karen hasn't broken up with Malcolm yet. It is Grace who tells him about the fact that Karen is back with her husband. Since Malcolm doesn't want to go alone to the autumn carnival, he takes Grace, who happens to tell him that she is also going alone, as his date. Will tries to organize a carnival auction for Project Angel and tries to get Baby Glenn, who once fell into a hole as a child and became famous for this, as an item to auction. Besides Baby Glenn, also Jack is up as an item at the auction.