"Big Brother Is Coming (Part 2)"

Episode #1.15
Original Airdate 2/23/99
Written by David Kohan & Max Mutchnick
Directed by James Burrows
Transcript by Rob Durfee

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

John Slattery (Sam Truman)

SCENE I: Will's Apartment
(WILL enters the empty apartment. GRACE is in her bedroom, but hears WILL enter.)


WILL: Hey. I thought you were gonna clean up.

GRACE'S VOICE (OFF SCREEN): I had to wash my face, and I didn't want to do it with dirty hands. I thought you were at Jack's.

WILL: I was just there. He's so freaked out about turning 30. He's in full Greta Garbo mode. Back of the hand on the forehead... The tear-stained marabou nightgown.


GRACE (EXITING FROM HER BEDROOM): Why did you come back?

WILL: He wanted me to pick up one of his birthday gifts. Here it is. (WILL PICKS UP A STICK, WHICH HAS A BOUNCY STRING AND AN ATTACHED BALL.) That'll cheer him up. You know, with the right treat on the end, Jack can jump, like, 3 feet. (PLAYING WITH THE TOY) "Jump, Jack. Jump." I'm sorry. Were you asleep?

GRACE: Oh, yeah.

WILL: You're all flushed.

GRACE: Huh? Oh. Oh. I--I was just dreaming.

WILL: Sex dream.

GRACE: No, actually, it wasn't. It was, uh, it was surreal. Um, I was, uh... I was on a fishing boat, and... I, uh... You know... turned into a chicken.

WILL: I'm gonna go back to Jack's, and I will be very late.



GRACE: Oh...

SAM (ENTERING FROM GRACE'S BEDROOM, WEARING GRACE'S SILK ROBE): Is it wrong that I feel so good in this?


SCENE II: Will's Apartment
(WILL is at the table typing into his laptop computer as GRACE enters.)


WILL: Hey.

GRACE: Who loves you? Grace Adler does. Because she stopped by Mendel's Kosher Bakery and picked you up 3 different things with "chhch" in them. And one fat-free "chhch" for me.

WILL: My favorite--phlegm cakes. Put mine in the kitchen. Thank you.

GRACE: Ok. Um... Will, I--I really need to talk to you about--

WILL: Hold on. I'm chatting with this dentist. He wants to know what celebrity I look like.


WILL: Oh, um... "Hot Lawyer" was already taken. Is there something you wanted to tell me?

GRACE: Yes. Yes. Yes, there is. (GRACE SITS DOWN, BUT DOESN'T SPEAK) Ok. Ok. You know how, um, how sometimes you-- you do something... And you get all caught up in it, and you know it's stupid, but you don't realize just how stupid it really is... until after?

WILL: Sure. I mean, that's how "Footloose: The Musical" got made.


Will and Grace

WILL: (POINTING) You had sex.


WILL: Really? 'Cause I'm getting a reading.

GRACE: No, no. That's probably just because, um... I... had... sex.

WILL: Tramp-o-lina! Yeah! Well, when? No, no, no. Don't tell me. Let me guess. Uh... Last night was the party... That was all gay men, except for my brother. Um... oh, my god.

GRACE: Oh, Will--

WILL: Oh, my god! It wasn't the party. It's the produce guy from Balducci's.

GRACE: What? No.

WILL: Don't lie to me. I've seen you flirt with him. "Excuse me, sir. Um, are these blueberries fresh?" Grace, you blueberry tart.

GRACE: Will, it wasn't the produce guy.

WILL: It isn't?

GRACE: No, it's--

(WILL's computer beeps.)

WILL: Oh, my god. (IMITATING COMPUTER) I've got mail. (NORMAL VOICE) He's quoting Nieztsche. Does it make him pretentious? Or maybe just intense and smart. I know. I'll fire off a quote from Joan Lunden's autobiography. (AS HE'S TYPING INTO THE COMPUTER) See if that scares him off. So? Who was it?

GRACE: Uh... It was--

(WILL's computer beeps.)

WILL: He took the bait. Wow. He wants to meet me. Should I do that? I mean... He's a dentist...

GRACE: Do it. Maybe he's... Hat.

WILL: I'm sorry, you were right in the middle of--

GRACE: Oh, No, no, no, no. It's ok. We can talk about it later.

WILL: Look, I'm totally interested. I'm just kind of... (STARING AT THE COMPUTER SCREEN) into this right now.

GRACE: No, no, it's cool. We'll talk later. I'm going to Balducci's. You want me to pick anything up while I'm there?

WILL: The produce guy. Oh, you already did that!



SCENE III: Grace's Office
(GRACE and KAREN are present.)

GRACE: Look, the Jacobs had to cancel this morning, so I've rescheduled for tomorrow afternoon. Can you just call and nail down a time and make sure they don't need any-- (KAREN IS STARING AT GRACE) What?


KAREN: You had sex.

GRACE: What? How did you-- What-- Is this out on video? I don't understand. How does everybody know?

KAREN: Every poker player has a tell. And, uh, speaking of poker, who was it, huh?

GRACE: No one you know, so just don't even--

KAREN: (GASPS) It was Sam!

GRACE: (PANICKED) Oh, my god! No, you now what? I'm going before you figure out every detail of what happened last night.

KAREN: Honey, come on. There is no possible way I could know every detail. I only know it was twice.

GRACE: Oh, my god! All right, I'm going out for coffee.

KAREN: Bring me back one of those sweet rolls in the hay.

GRACE: Not a word.


GRACE: Not a word to anyone.

KAREN: Fine, honey. Whatever. God, I'm not gonna say a word to any--

GRACE: Swear. Swear on your mother's--


GRACE: On your stepchildren's-- (KAREN ROLLS HER EYES). Swear on your jewelry.

KAREN: (GASPS) All right, I swear.

(GRACE exits the office. KAREN walks up to the mirror above the coffee machine.)

KAREN (INTO MIRROR): Good morning, Starshine.

(JACK arrives on the freight elevator, wearing all black, including a wool cap. He looks depressed.)

JACK: Oh, my god. I'm 30. Do you know what that is in gay years? It's over. I'm gone. Good night. Buh-bye.

KAREN: Honey, what's with the cap, was your hairdo in a dippity-don't?

JACK: Karen, I'm in mourning for my life.

KAREN: I know you are, poodle. And if I hadn't deadened my frown lines with Botox, you'd be able to read my empathy.

JACK: I'm 30 years old, and I've done nothing with my life. I've done jack. Just... Jack. Nothing will ever make me happy again.

KAREN: Oh! Honey... I've got a little gossip.


KAREN: Oh, oh, ohh! Devil! I can't tell you.


JACK: Karen, we're talking about my future happiness here. If something tragic or depraved happened to someone else, I want to hear it!

KAREN: Oh, honey, I can't tell you. I swore I wouldn't say a word.

JACK: Well, do something to break that promise. I don't know, act it out or something.

KAREN: Oh, honey. Ok, ok, ok, ok. Mmm. (HOLDS UP THREE FINGERS.)

JACK: Are we taking the Girl Scout pledge?

KAREN: No, it's Charades! Oh, ok, ok. Come on, honey, I can't break a trust. Ha ha ha! Ok. (HOLDS UP THREE FINGERS.)

JACK: 3 words.

KAREN: Yeah.

JACK: (OFF KAREN'S MIMING) First word...

KAREN: Mm-hmm.

JACK: Sounds like... Head, uh, eyes, nose, face. Face! Sounds like face. Bace, case, dase, jase, wase, nase...

KAREN: Honey, those aren't even words. No, come on. (POINTS TO GRACE'S DESK)

JACK: Uh, place... space...

KAREN: No... Oh, lord. Oh, hold up. Wait.

(KAREN exits to the swatch room and grabs a red string mop. She runs to GRACE's desk and bounces the mop around, picks up a stack of swatches, and makes squeaking sounds:)


KAREN: Mi-mi-mi-mi-mi-mi... Eeh...

JACK: Grace!


JACK: Second word.

KAREN: Uh...oh, um... Ok, wait. Oh, oh, oh. (THRUSTING HIPS) Uhh.

JACK: Ok, I got that one.

KAREN: Yeah! Uh-huh.

JACK: Ok, so, um, who did Grace (THRUSTING HIPS) uhh? (KAREN HOLDS UP THREE FINGERS.) Ok. Third word.

KAREN: Ok, Oh, it's tough. Uh, uh... Ok, Sam.

JACK: Sam?! Oh my god! Grace had sex with Sam?! I'm young again! I'm young again!

(JACK and KAREN jump up and down in delight and touch tummies.)

JACK: Oh! Yes!


SCENE IV: Will's Apartment
(WILL and SAM are present.)

WILL: Have you been seeing anybody else, or you gonna wait until the divorce is final?

SAM: Um... Actually, I--I am. I--I have.

WILL: Hey, good for you. Tell me about her. What does she do? What does she look like? Does she have strong thighs and broad shoulders? And is that even something you look for, or is that just me?

SAM: Just you.

GRACE (ENTERING): Oh. Sam... Hi.

SAM: Hey, Grace.

WILL: I'm glad you're back. I need a second opinion. I'm having coffee with cyber dentist in, like, an hour. Am I crazy? Is this a bad idea?

GRACE: I would never judge what you do with your romantic life. No matter who it is. Date who you want. Sleep with who you want. I just want you to be happy.

WILL: Thank you. If you and the other children of the corn will excuse me... I'll be, uh... I'm gonna go brush my teeth. (WILL EXITS TO THE BATHROOM.)

GRACE (WHISPERING TO SAM): I thought you were gonna tell him.

SAM (WHISPERING TO GRACE): I tried. I failed. You have to tell him.

WILL (WHILE BRUSHING HIS TEETH): Grace, you never told me who this guy was.

GRACE: We'll--we'll talk later.

WILL: Ok. Hopefully my date works out and I can catch up with you two. You've been with somebody, and Sam's been with somebody... (WILL FINALLY GETS IT AND EXITS THE BATHROOM, WITH TOOTHPASTE FOAM DRIPPING FROM HIS MOUTH.) I don't believe this.

GRACE: Will, you're foaming at the mouth.

(WILL exits to the bathroom and rinses, then comes back.)

WILL: How could you do this?

SAM: You mean, in general or in this particular situation?

WILL: Don't joke.

GRACE: Will, I am so sorry. It was an accident.

WILL: An accident?! How does that work? Oh, sorry, I slipped and fell. (THRUSTING HIS HIPS) Over and over and over again.

GRACE: Will, I know this is a little weird.

WILL: This is not weird, Grace. Gay republicans are weird. This is sick!

GRACE: Ok, Will, please, can we just--

WILL (TO SAM): This is just so typical of you, Sam. You just come back into my life and just take whatever you want. Nothing's changed.

SAM: Grace, you're right. Maybe we shouldn't tell him.

WILL: You know, you--you wanted the big bedroom, you took that. You wanted dad's old car, so you took that, too. Now Grace. Well, I got news for you, pal. You can't have her, 'cause she's mine!

GRACE: Excuse me.

SAM: It was just one night.

WILL: Really? Just one time.

SAM: Actually, 2 times. But one night.

WILL: I-- Ugh!

SAM: What? What do you want me to say?

WILL: That you'll stay out of my room and away from my toys!

Will and Grace

GRACE: Whoa! Your toys? I'm your toy? Tell me, Will, where do the batteries go? No, wait, you're angry. Don't answer that. Will, Will, I said I am sorry. You don't have to get all possessive and controlling, ok?

WILL: I'm not possessive, and I'm not controlling. It's just that Sam... can't have you 'cause you're mine.

GRACE: Oh, stupid me. I've been living my life under the illusion that I am my own person.

SAM: You're blowing this way out of proportion.

GRACE: Yeah? And you betrayed me. (TO GRACE) And the fact that you don't even understand where I'm coming from on this...just makes it worse. (WILL EXITS, SLAMMING THE DOOR.)

SAM (TO GRACE): I think that went well.


SCENE V: Grace's Office
(KAREN and GRACE are present.)

GRACE: Can you believe that? "She's mine"? Like he owns me. I mean, who died and made him the Sultan of Brunei?

KAREN: Honey, what's going on with your hair? Looks like you got mousse and squirrel in there. Ha ha ha!

GRACE: You should talk, Mulan.

KAREN: Oh! Well, all right, Grace. If you'd like to know what I think, I think you're dealing with the wrong issue.

GRACE: Ok, ok. So-- so maybe the timing was bad. Maybe it--

KAREN: Buh-buh-buh-buh-buh. (PRESSING GRACE'S LIPS SHUT.) Shhh... (BEAT) How do I put this delicately? Um... I think you went with Sam because he's the Will that'll touch your boobies.

GRACE: What?! What? What? What are you telling me? You-- You think I slept with Sam because he's the straight version of Will? That's ridiculous. Karen, Karen, I slept with Sam because he's cute...

KAREN: Like Will.

GRACE: And smart...

KAREN: Like Will.

GRACE: And funny.

KAREN: Like... you think Will is.


GRACE: Stop it! This had nothing to do with Will.

KAREN: Honey, I am not judging you. I mean, every woman likes to have her boobies touched now and then, right? Ha ha ha!

GRACE: Stop saying "boobies," ok? Ok? Now, you--you could not be more wrong. You--you have lost your mind. You live a very odd life. I don't know what-- Who are you?

KAREN: Boobies.


SCENE VI: Will's Office
(WILL is working at his desk as JACK enters with his dog.)

WILL: Hey, hey, no muddy paws, and no surprises on the carpet.

JACK (PUPPY-TALK VOICE): Klaus Von Puppy is clean and housebroken, thank you very much.

WILL: I wasn't talking about the dog.

JACK: And here you are, working on the toughest case of all, "Will vs. Life."

WILL: You've heard.

JACK: I've heard. Come on, tiny dancer, talk to me. I got eyes to see, ears to listen with, and a head to nod knowingly. (JACK SITS ON WILL'S DESK.) Go ahead, caller. You're on the air.

WILL: It-- It ju-- It just pisses me off that he thinks he can come into my life and take whatever he wants. And they expect me to be happy for them. Well, I'm not.

JACK: Well, you shouldn't be. She's yours.

WILL: Thank you.

JACK: So many relationships I've been in have ended because the other person didn't realize that they belonged to me.

WILL: Yes. (BEAT) What? No. I think it's a little different between Grace and me and you and your... insignificant others.

JACK: No, it's not, Will. Owning is owning. You own Grace. (TO THE PUPPY, IN PUPPY-TALK VOICE) Just like I own you, Klaus. Isn't that right? (TO WILL, IN NORMAL VOICE) I tell him when he eats, when he goes out, who he sniffs, and when he needs a pedicure. Just like you and Grace.

WILL: That's not what I meant. You know, I--I--I know I don't own Grace. And she can sniff whoever she-- Leave me alone, Jack!

JACK: All right, you know what, caller? Let me go out on a limb and say one more thing. Maybe the reason you're so upset is because you're jealous of Sam.

WILL: What?

JACK: Clearly, you wish you were the one who was sleeping with her.

WILL: (SCOFFS) That's nuts.

JACK: Nuts like a fox, Will. Come on, admit it. Part of you wishes that you could have Grace in that way. You know, hold her in your arms, kiss her, smell her woman's scent, let your hands slide down the back-- (CLUTCHING STOMACH) Ohh! Forget it. I'm sorry I said that. (INTO INTERCOM) Ellen, honey, we're gonna need some Pepto. (TO WILL) I don't know how the heteros do it, with the hoo-hoo's and the hee-hee.

WILL: I don't know, either, Jack. And one day, I'll teach you those words.

JACK: Final thought... You are jealous. Maybe not of the icky sex part, but of the fact that your brother gets to share a part of Grace that you never will. Don't you agree?


SCENE VII: Will's Apartment
(GRACE is watching TV as WILL enters.)

WILL: What are you watching?

GRACE: Some exercise. I don't know. They're doing a lot of jumping. Maybe it's the "Home Jumping Channel."

WILL: Why?

GRACE: The remote's over there, and I'm over here. (SIGHS) I'm your toy?

WILL: I know, I know. I... Uhh. I'm sorry. I don't want to do a big thing about it, though. Do we have to laugh and cry and come to terms?

GRACE: No, let's just... shorthand it.

WILL and GRACE: Ha ha ha! [crying] (THEY HUG.)

GRACE: Are you ok?

WILL: Yeah. And you... just... date whoever you want. Even if you do have to pick him from my family tree. (BEAT) I'm gonna change my clothes because, uh... (SMELLING HIS SHIRT) Yikes. And, uh, then I'm gonna sit on that couch with you and watch Lifetime. That Michelle Lee movie's on.

GRACE: Which one?

WILL: "I'm Not Leaving Town Without My Daughter Because I Have A Brain Tumor, But Don't Hit Me, You Have A Drinking Problem."

GRACE: Good one.

(WILL exits to his bedroom as there is a knock on the door. GRACE answers it; it is SAM. WILL stands in his doorway listening to their conversation.)


Sam and Grace

SAM: Hi. I was in the Village and I got to thinking, if I took 2 subways and a bus transfer and walked a half dozen blocks, I'd be right in the neighborhood.

GRACE: Ha ha...

SAM: You ok?

GRACE: Yeah. Yeah, I am.

SAM: You feel like getting a drink?

GRACE: I don't think so.

SAM: Tonight or... ever, right?

GRACE: It--it's just too weird. I feel like I'm violating one of the commandments. Thou shall not covet thy gay best friend's long-estranged, recently-reunited brother.

SAM: I don't know that commandment. I only read up to 10. Ok, I guess I'll go, then. (SAM KISSES GRACE ONE LAST TIME.) I hope Will knows how lucky he is to have you in his life.

GRACE: He knows. Call your brother.


Will and Grace

WILL (ENTERING, AS IF FROM HIS BEDROOM): So... You know what Jack said?


WILL: He said I was jealous of Sam because he gets to sleep with you and I can't.

GRACE: Yeah, well, Karen said the only reason I went for Sam is because he's the straight version of you.

WILL: Huh...

GRACE: So do you think we need to talk about this?

WILL: Let's shorthand that, too. Grace, do you want to sleep with me?

GRACE: Oh, gosh, I'm sorry, I don't sleep with gay men.

WILL: See, that's a problem, because I do.