Fagmalion Part Two: Attack of the Clones

Man, making someone gay is exhausting.
"Man, making someone gay is exhausting."
Title “Fagmalion Part Two: Attack of the Clones”
Episode # 5.14 (106)
Season # 5
Original Airdate 30-Jan-2003
Writers Gary Janetti
Producers Jeff Greenstein & Jhoni Marchinko and James Burrows
Director James Burrows

Plot Synopsis

Will and Jack continue their campaign to adapt Karen's awkward cousin Barry to his new lifestyle — but their flamboyant efforts to help him only remind Will of his own clumsy experiences when he came out in 1986. Elsewhere, Grace feels abandoned by Leo when he leaves for a month to offer his medical services to the needy in Africa.


  • Eric McCormack (Will Truman)
  • Debra Messing (Grace Adler)
  • Sean Hayes (Jack McFarland)
  • Megan Mullally (Karen Walker)

Guest Cast

  • Harry Connick Jr. (Dr. Leo Markus)
  • Dan Futterman (Barry)
  • Blythe Matsui (Flight Attendant)
  • Chris Berg (Handsome Guy)
  • La Monica Peters (Security Agent)
  • Joan Jaffry Poust (Passenger)
  • Greg Suddeth (Cabbie)
  • Gary Janetti (Zack)


  • Part 2 of 4. "Super-sized" 40-minute episode.
  • The subtitle of this episode is an obvious reference to the Star Wars prequel Episode II: Attack of the Clones.
  • The song that Will and Jack try to teach Barry to dance to is "Dirrty" by Christina Aguilera.
  • Writer/Producer Gary Janetti played the uncredited part of Zack.
  • Joan Jaffry Poust (the passenger next to Grace) is series writer Tracy Poust's mother.
  • Some markets outside the U.S. aired an end tag with a creepy cookie voice talking to Karen instead of a promo for next week's episode. See below for the clip, courtesy of Adam.




Viewer Rating


Airdates & Ratings

01/30/20039:20 PM10.6/16%#1240-min "Super-Size" episode
06/05/20039:00 PM06.5/11%#27