Maggie is exhausted due to lack of sleep. The cause is Mickey, who goes through the night crying and waking her up on several occassions. When Maggie brings Mickey to see Dr. Fleisher, he suggests that it may be time to stop breast-feeding Mickey and switch to formua. But the process to switch is not easy. Maggie finds herself giving in to breastfeeding just to keep Mickey quiet so she can sleep.

Meanwhile, Howard and Fogarty discover that the loft is very unsafe for a baby, so they resort to baby-proofing it.

While both fixing the loft and baby-sitting Mickey, Howard and Fogerty discover that Mickey is quite gifted. In fact, they wouldn't be surprised if he was a ""whiz kid."" The convince Maggie that Mickey has many talents and an intelligence that will take him far in life.

Not letting Mickey's gift go to waste, Maggie meets with the Academy for Gifted Babies in hopes that Mickey will be accepted. Then both mother and son say goodbye to their friends in their ""Mommy and Me"" group.

The Mommy & Me group is not happy with Mickey after he starts hitting the other babies and taking away their toys. Maggie exhausts herself out trying to teach and reason with Mickey that his behavior is unaccepable. But Mickey won't listen, and eventually mother and son get into a big argument.

She takes Mickey to see Dr. Fleisher(Elliot) to see if maybe he knows what to do. Elliot says that Mickey probably needs a father figure, and finally asks Maggie out for a date. Maggie is not very convinced that Elliot was being serious about having feelings for her, and she's right.

It turns out that he does not have strong feelings for Maggie, but instead really loves Mickey and wants him to have a father. Maggie is thankful for Elliot and says that he will be the perfect father figure for Mickey, even without romantic ties to her.

Mickey finally decides that his behavior is not good when he and Maggie are about to take a family portrait together. Mickey apologizes to Maggie in the only