Original Airdate 11/9/2000
Written by Richard Rosenstock
Directed by James Burrows
Transcript by Rob Durfee
Eric McCormack (Will Truman)
Debra Messing (Grace Adler)
Sean Hayes (Jack McFarland)
Megan Mullally (Karen Walker)
Patrick Dempsey (Matthew)
Jeremy Piven (Nicholas)
Maria Pitillo (Paula)
Eric Roth (Sales Guy, Scott)
Will Hall (Man)
Hope Shapiro (Woman)
SCENE I: Grace Adler Designs
(KAREN is on the phone. WILL and GRACE enter in the middle of her steamy phone conversation.)
KAREN: [ON PHONE] Yeah, you're a wicked little schoolboy to be talking to me like this in the middle of a work day. I'm gonna make you stay after school and bang the erasers. Ok, ok, yeah. Yeah, you like it rough. Don't you, you dirty little monkey? Yeah. Next time I see you, I'm gonna bend you over my knee-- [KAREN NOTICES THAT WILL AND GRACE HAVE WALKED IN.] Oh, crap, I gotta go. Mom and mom are home.
WILL: Now we know how she's making that extra $2.95 per minute.
GRACE: You know, you talk a lot of trash about that husband of yours, but when you get right down to it, you two still have the hots for each other.
KAREN: Yeah... Yeah, we do. But that wasn't Stan. That was your boyfriend, Nicholas something.
GRACE: Nicholas? Nicholas is an ex-boyfriend.
KAREN: Honey, with you, I thought the "ex" was implied. He flew into town this weekend. He can't wait to see you.
WILL: Which I guess would make you his layover. "Grace Adler is now ready for boarding. Buckle up. There's bound to be some turbulence."
GRACE: What are you, 10?
WILL: All right.
KAREN: So who is this sexy exie, anyway?
GRACE: He's a cellist with the Boston Symphony. We went out for a little while a couple of years ago. It was, uh, interesting.
WILL: Grace is just being modest. It was terrible. For six weeks, all you guys did was fight like cats.
GRACE: Yeah, but we made up like dogs. Oh, I can't wait to see him.
KAREN: [ANSWERING PHONE] Grace Adler Designs. [GIGGLES] Hey there, big daddy. [LAUGHS] What are you up to, you little dirty dirty?
GRACE: Ok, hang up, hang up. [INTO PHONE] Hey, sexy. Oh, hi, Dad.
SCENE II: Banana Republic
(New sales associate JACK, wearing a cordless microphone headset, is helping a customer.)
JACK: Ok, I say yes on the pants, yes on the sweater, and definitely yes with the other decision you're struggling with, ok?
[KAREN ENTERS, WEARING SUNGLASSES AND A FUR COAT AND MAKES HER WAY TO JACK.]
KAREN: [WHISPERING] Hey. Hey. Psst, Jack.
JACK: Oh, hey, Karen--
KAREN: Ka-ka-ka-ka-ka-ka! I'm Anastasia Beaverhausen!
JACK: Why are you using your alias?
KAREN: Because I passed a couple of bad checks here. You know, for sport?
JACK: Mrs. Beaverhausen, can you believe it? Me, a Banana Republic sales associate. And my guidance counselor said I'd never amount to anything.
KAREN: Oh, honey, I'm so proud of you. Come on. Let's go to Barney's. There's a new salesgirl there, and we gotta get her fired. She has a gray tooth. Come on.
JACK: I can't.
KAREN: Wh--? Let's go.
JACK: I can't. I'm working. Hello?
KAREN: Well, yeah, and I'm ovulating, but nothing's gonna come of that, either.
JACK: You don't understand. I have responsibilities. Look, a headset.
KAREN: You know... This isn't working. This is gonna interfere with our friendship. I work a 40-hour month for what's-her-name, and I always make time for us. Come on.
JACK: Karen-- I can't, all right? But I promise. Nothing's gonna change between us. Hey, I'll come over later, and we'll short-sheet Rosario's bed.
KAREN: Ok. Maybe we can take a big bubble bath together.
JACK: Nothing would give me more pleasure than to sponge-clean the Beaverhausen.
[KAREN TURNS AND EXITS AS WILL ENTERS.]
KAREN: [TO WILL] Wilma.
WILL: [TO KAREN] Anastasia. [TO JACK] Uh, hey. I just received a message saying you have a new job and you're going to buy me dinner. There's, like, 18 things wrong with that sentence.
JACK: Will, The Banana has changed my life. It's all about The Banana.
WILL: Hasn't it always been?
JACK: Hey, save that smut for Loehman's. You're in The Republic now.
SCENE III: A Book Store
(GRACE is impatiently waiting at a table by herself.)
NICHOLAS: [ENTERING] Hey, Grace.
GRACE: Nicholas. Hi.
NICHOLAS: It's been a long time.
GRACE: Yeah, it has. Even longer, since you were supposed to be here 20 minutes ago.
NICHOLAS: What are you talking about? You said "1:20."
GRACE: I said 1:00. Who says "meet at 1:20?"
NICHOLAS: Here we go.
GRACE: I've been waiting here a half hour. I was so bored, I almost started to read.
NICHOLAS: Listen... Don't blame me because you're unclear--as usual.
GRACE: I was totally clear. You just hear whatever you want to hear.
NICHOLAS: You look hot.
GRACE: So do you. So, how's Boston?
NICHOLAS: Do you really care?
GRACE: No. Just making conversation till we get to the good stuff.
NICHOLAS: How about that? I'm fresh out of conversation.
GRACE: How about that? [GRACE AND NICHOLAS KISS PASSIONATELY]
PAULA: [ENTERING, TO NICHOLAS] There you are.
NICHOLAS: Oh, hey, love.
PAULA: Hey, baby.[NICHOLAS AND PAULA KISS PASSIONATELY]
PAULA: [TO GRACE] You must be Grace. So nice to meet you.
GRACE: [CONFUSED] Thank you... You...
PAULA: I'm not late, am I? You told me to be here at 1:35. [PICKS UP A BOOK] Oh, my God. I've been looking for this book. It's the perfect size to replace that little foot that broke off my hamper. I'll be right back.
GRACE: So, uh... Your... sister seems nice?
NICHOLAS: No, she-- She's not my sister. She's my girlfriend. She joined the Symphony last year. She plays the flute.
GRACE: [LAUGHS NERVOUSLY] Nicholas, I'm so embarrassed. I mean, if I had known that kiss before was just a "hello" kiss, I would have used a lot less tongue. See, when you called, I thought you wanted to get together to do what we get together to do.
NICHOLAS: That's right.
GRACE: But you have a girlfriend now.
NICHOLAS: That's right.
GRACE: Ok, I guess I'm a little dense, 'cause, I mean, you can't have sex with me and your girlfriend at the same time.
NICHOLAS: That's wrong.
GRACE: What? But... Oh. Oh, but-- [GASPS] Oh!
SCENE IV: Banana Republic
(JACK is showing WILL his new crush, MATTHEW.)
JACK: Oh, my God. There he is. He's back.
JACK: 32 long flat-front chinos. The man I'm gonna spend the rest of my life with. Look at him, Will. He's perfection. So loverly. He makes me want to be a bigger man.
WILL: You mean "a better man."
JACK: Yeah, that, too.
WILL: How do you know he's gay?
JACK: He beeped.
WILL: Oh. He's a cutie. Why don't you go talk to him?
JACK: I can't.
WILL: You "can't?" You're not shy around men. You'd hit on the Pope if he drove a better car. Come on. You're-- you're Jack. Get in there.
JACK: I'm Jack.
WILL: You're Jack.
JACK: I'm Jack.
JACK: I'm Jack.
WILL: You're Jack.
[JACK STARTS APPROACHING MATTHEW.]
JACK: [UNDER HIS BREATH] I'm Jack. I'm Jack. I'm Jack. I'm Jack. I'm Jack. I'm Jack. I'm Jack--
MATTHEW: [TO JACK] Does this shirt come in anything besides cranberry? Because I just don't think it will go with my gooseberry pants. Uh, gandaberry, lingonberry, Halle Berry? [JACK JUST STARES, SPEECHLESS] Ok, thanks. [MATTHEW TURNS AND WALKS AWAY]
JACK: [TO HIMSELF] Me! I'm the fruit that would go with those pants.
WILL: Nice try. Tell me. Does this come in a boot? [WILL HOLDS UP A SWEATER.]
SCENE V: Grace Adler Designs
(GRACE is telling KAREN and WILL about her meeting with Nicholas and Paula.)
GRACE: Can you imagine me in a 3-way?
[KAREN AND WILL SNICKER.]
KAREN: [LAUGHING] Honey, I can barely imagine you in 2-way.
[WILL AND KAREN LAUGH]
GRACE: Hey, come on. I mean, it's not outside the realm of possibility.
WILL: Grace, I can see me in a 3-way. I can see Karen in a 3-way.
KAREN: Oh, honey, every night with Stan is a 3-way-- Me, him, and Johnnie Walker Black. Just the three of us.
WILL: [TO GRACE] But you're just not that girl.
KAREN: No way, no how.
GRACE: Hey, I have been known to get a little crazy in the boudoir. Some might even call me...kinky.
[WILL AND KAREN LAUGH]
WILL: Sweetheart. People who are truly kinky never use the word kinky.
KAREN: And who the hell says "boudoir"?! "Hey, hey. Look at me. I'm kinky, and I'm in the boudoir."
[WILL AND KAREN LAUGH]
GRACE: Ok. Ok, ok. So maybe I haven't had sex with more than one person at a time, but I've done a lot of crazy things. I once had sex in the kitchen.
WILL: Ooh. What are you-- A rock star?
[WILL AND KAREN LAUGH]
GRACE: What is that? All right. No. You're done. I have clients coming. Get out.
WILL: If I don't, are you gonna spank me, kinko?
GRACE: Get out!
WILL: Whoa! If I hear anything like that in the boudoir, watch out!
[GRACE PUSHES WILL OUT OF THE OFFICE.]
GRACE: [TO KAREN] I don't care what either of you say, I am not a prude.
KAREN: Oh, honey. Come on. Come on. I love you like the mother I had committed against her will. But you are Prudence McPrude, the Mayoress of Prudie Town.
GRACE: Karen, you are wrong.
KAREN: Quack, quack. No, I'm not.
GRACE: Yes, you are!
GRACE: Look, you know what? Not only am I the kind of person who would do a 3-way, I'm the kind of person who's going to do a 3-way. So say good-bye to Prudence McPrude, and say hello to Slutly Slutenstein.
SCENE VI: Banana Republic
(WILL enters, looking for JACK. He finds another Banana Republic sales associate, SCOTT.)
WILL: Excuse me. I'm looking for Jack.
SCOTT: [INTO HEADSET] Jack, you have a visitor, and he's cute. If I didn't have a girlfriend, I'd be so into him. He'll be right here.
[JACK FINDS WILL.]
WILL: Hey, hey. What's with this page? "Baby bear needs mama bear." You- You're only supposed to use that in a gay emergency.
JACK: It is an emergency. He's back. 32 long is back. His pants... Are ready. Have lovelier words ever been uttered?
WILL: Say it soft, and it's almost like praying.
JACK: I need your help, Will. I figured out what it is about him that scares me. He's a smarty. I heard him on his cell phone using big words like "particular" and "delicatessen." I need you to make me smart.
WILL: All right. I'll--I'll need a mad scientist, two electric switching helmets, and a willing monkey.
JACK: There's not enough time. Oh, my God. There he is. Please, Will, help me.
WILL: I still don't understand what you want me to do. It's not like I can talk for you.
JACK: Oh, my God. You're a girl genius. That's exactly what you can do. Scott, call home. Your girlfriend's pregnant. [JACK TAKES SCOTT'S HEADSET AND PAK.]
SCOTT: What? How?
JACK: Just go. [SCOTT RUNS OFF. JACK GIVES THE HEADSET TO WILL]
WILL: No, no, no. No, Jack. This is ridiculous. No.
JACK: I've never felt this way about anyone. Please.
WILL: All right. What could possibly go wrong with this plan?
[WILL PUTS ON THE HEADSET, AND MOVES OUT OF SIGHT.]
JACK: [INTO HEADSET] Testing, testing. Sibilant. Rhubarb. My dog has fleas.
WILL: [INTO HEADSET] Yeah, I hear you, Jack.
JACK: [INTO HEADSET] Approaching target. Approaching target. Oh, my. Look how flat target's stomach is. Ok, I'm in. Give me a line a smarty would open with.
WILL: [INTO HEADSET] Hello?
JACK: [TO MATHHEW] Hello.
MATTHEW: [TO JACK] Hi.
JACK: [INTO HEADSET] Oh, my God. It's working.
MATTHEW: [TO JACK] I just bought She's Come Undone, but I was disappointed when I got home and I realized it wasn't a biography of J. Edgar Hoover. [LAUGHS]
[JACK LAUGHS NERVOUSLY]
MATTHEW: So what are you reading these days?
JACK: Oh, good question. What am I reading? [INTO HEADSET] What am I reading? What am I reading?
WILL: [INTO HEADSET] Actually, I'm re-reading an old favorite, Rabbit Run.
JACK: [REPEATING WILL] Actually, I'm re-reading an old favorite, Rabid Nun.
WILL: [INTO HEADSET] Rabbit Run, you idiot.
JACK: Rabbit Run, you idiot. Rabbit Run.
WILL: No, you're the idiot!
JACK: No, you're the idiot! I mean-- I mean, I'm the idiot. I'm c-c-crazy. [INTO HEADSET] Why did you let me do that?
WILL: Hey, a ventriloquist is only as good as his dummy.
[WILL CONTINUES TO FEED JACK LINES, WHICH HE REPEATS TO MATTHEW.]
WILL: So listen, Matthew--
JACK: So listen, Matthew--
WILL: --if you like She's Come Undone, you know what else you might like?
JACK: --if you like She's Come Undone, you know what else you might like?
WILL: If I tore off my clothes and gave you a lap dance on the V-neck sweaters.
JACK: If I tore-- If I-- If I tore over here and invited you to caress the insole of our brand-new seamed Oxford.
MATTHEW: Ooh, seems a little fast. I like to get to know a shoe before I put my foot in it. Take it to dinner, buy it a sock.
WILL: So, what is it you do?
JACK: So, what is it you do?
MATTHEW: I work in television.
JACK: Oh, my God. I love TV. Buffy is my life.
JACK: I'm so into Willow being a lez. Did you have anything to do with that?
MATTHEW: No, I'm a sports writer. I write news, sports, you know, like that.
WILL: Sports? I got nothing. The last sporting event I watched was "Circus of the Stars."
WOMAN: [TO WILL] Hey, do you have this in a size 8?
WILL: [TO THE WOMAN] I don't work here.
JACK: So, back to Buffy. Is it really--
WILL: Forget Buffy, you boob. Ask him what he does for fun.
JACK: What do you do for fun?
MATTHEW: Oh, I don't know. Let's see, uh... Oh. Well, tonight, I'm going to an opening at the Spielman Gallery, where I'll probably get shamed into buying some art.
WILL: Oh, my god. I got-- [CONTINUES, WITH JACK REPEATING HIM TO MATTHEW]
JACK: [REPEATING WILL] Oh, my God. I got shamed at that gallery, too. That little skinny woman with the big hands and the blue veins who wouldn't take no for an answer.
MATTHEW: I know her. She did a number on me. She made me buy this 4x6 canvas of a foot. Fortunately, I got out of there before she made me buy this hideous sculpture they had out front.
WILL: Japanese Man With Fish?
JACK: Japanese Man With Fish?
MATTHEW: Japanese Man With Fish.
WILL: I bought it.
JACK: I bought it.
MATTHEW: You didn't.
WILL: I did.
JACK: [INTO HEADSET] Hey, can we talk about something I'm interested in?! [HITTING THE WALL]
WILL: Jack, Jack. Don't bail. This is working. Look, Matthew. Let me ask you something.
JACK: Matthew, let me ask you something.
WILL: And don't take this the wrong way. [THE SAME WOMAN OPENS WILL'S DRESSING ROOM] Get out of here, you silly woman!
JACK: Get out of here, you silly woman! [TO A WOMAN SHOPPING] You, you silly woman. Out! [TO MATTHEW] Now, where were we?
MATTHEW: I think I should get going.
JACK: All right, look. Obviously, you have some stuff you need to work out up here, ok? [POINTING TO HIS HEAD] Um, and I don't know if I'm invested enough to start couples counseling.
MATTHEW: Maybe it's just as well, Jack, because I think I'm interested in somebody else.
JACK: Yeah. Whatever you need to tell yourself, ok. Um, just promise me you'll allow yourself some time to grieve.
MATTHEW: Maybe I can start the grieving process while you get my pants.
JACK: Good idea. [INTO HEADSET] Will, you're fired.
[JACK EXITS TO GET MATTHEW'S PANTS. MATTHEW HEADS TO THE DRESSING ROOM AND OPENS THE DOOR.]
WILL: Hey, listen, lady. I told-- Oh, sorry.
MATTHEW: Call me. It was nice talking to you. [MATTHEW HANDS WILL A BUSINESS CARD.]
MATTHEW: Well, the-- Well, you and Jerry Lewis need to work on your act.
WILL: Oh. I don't know what happened. W-we killed at The Gap.
MATTHEW: The-the first one's my home number.
WILL: I'm Will, by the way.
MATTHEW: I'm Matt.
WILL: Matt, I know.
MATTHEW: Nice meeting you.
WILL: You, too.
MATTHEW: You think Jack's gonna be ok?
JACK: I just need to measure your inseam.
SHOPPER: But I just want socks.
WILL: Yeah, I think the healing process has already begun.
SCENE VII: The Waldorf-Astoria Hotel, Nicholas and Paula's room.
(A knock on the door. NICHOLAS opens the door to find GRACE.)
GRACE: Ok, I'm here. What's first? Who's first? How do we do this?
NICHOLAS: First, we slow down. Come on in. Let me take your coat. You're not nervous, are you?
GRACE: Nervous? No. What gave you that idea?
[NICHOLAS TAKES GRACE'S COAT. SHE'S WEARING ANOTHER JACKET UNDERNEATH.]
NICHOLAS: Two coats. Look at that.
GRACE: Well, the first coat's really just a primer. It won't get in the way of anything we're doing here. So where's Paula?
PAULA: [EXITING FROM THE BATHROOM, WEARING A ROBE] I'm here. Hi, Grace.
GRACE: Hey, hey, Paula.
PAULA: Let me take your coat.
GRACE: Oh, thank you. [PAULA TAKES OFF GRACE'S JACKET. SHE'S WEARING A SWEATER.] Oh. Ok, go.
PAULA: Relax, Grace. It's gonna be fun. We're just gonna-- Nicholas.
PAULA: Why did you put my flute on the window? You know it can't get wet. [PAULA TAKES HER FLUTE CASE AND MOVES IT AWAY FROM THE WINDOW.]
NICHOLAS: I'm sorry.
NICHOLAS: I'm sorry. Look, it's no big deal--
[NICHOLAS AND PAULA SIT ON THE BED, AND BOTH PAT THE SPACE IN BETWEEN THEM.]
GRACE: You want me to sit between the two of you. Ok. [NERVOUS GIGGLING] Isn't it funny how this is the universal symbol for take a seat? I mean, it's the same to everybody-- Kids, dogs, sluts.
NICHOLAS: Come on, Grace. Don't say that. Do you remember when I... [NICHOLAS WHISPERS IN GRACE'S EAR]
GRACE: Heh heh.
NICHOLAS: It could be just like that. Ok?
GRACE: Well, it's just-- this time I'd have to wait my turn, but--
[PAULA BEGINS MASSAGING ONE OF GRACE'S SHOULDERS.]
NICHOLAS AND PAULA: [THEY PULL OFF GRACE'S SWEATER. SHE'S WEARING A SWEATSHIRT UNDERNEATH.] There you go.
GRACE: Ok... Yeah, that feels better. Hmm...
[GRACE AND NICHOLAS KISS. GRACE TURNS TO PAULA...]
GRACE: Ok, I'm gonna have to work my way up to you, but nice robe. [GRACE SHAKES PAULA'S HAND] Oh. Oh, that feels nice. Strong hands. [NICHOLAS BEGINS MASSAGING THE OTHER SHOULDER] Oh! More strong hands. They're popping up everywhere. Just like Starbucks franchises, only sexy.
NICHOLAS: She has beautiful hair, doesn't she, Paula? What? You're still on the flute?
PAULA: Well, you put it there on purpose, didn't you?
NICHOLAS: Give me a break, please?
GRACE: Oh, gosh. Oh, that's nice. I really had a knot there.
[PAULA PUSHES GRACE DOWN TO TALK TO NICHOLAS BEHIND HER BACK.]
PAULA: Because if I put your cello there under the window, the wrath that would rain down on me--
NICHOLAS: The only purpose of a flute is to make people cry during Irish movies.
PAULA: [STANDING UP] You know what? I am done. Next time you want to do a 3-way, why don't you do it with your cello and your ego?
NICHOLAS: Well, at least my cello makes noise when I touch it.
PAULA: I hate you, Nicholas!
NICHOLAS: I am so tired of you, Paula.
[NICHOLAS AND PAULA BOTH ARGUE. GRACE STANDS UP ON THE BED.]
GRACE: Hey, hey, hey! Wait a minute. Do you know how much soul-searching I had to do to come up with the courage to-- Oh, damn it. I am burning up! [GRACE RIPS OFF HER SWEATHIRT] Look... This is not me, ok? I'm a good girl from Schenectady. I went to Sunday school for 10 years. I was 16 before I let Bobby Kay go to second. So for me to come and participate in this is a big deal. So you two kiss and make up, because the three of us are gonna GET IT ON!
NICHOLAS: Baby, you are so hot!
PAULA: Let's do this right now.
[BOTH NICHOLAS AND PAULA GET ON THE BED, CORNERING GRACE.]
GRACE: Wait, wait. No, no, no, no, no.
NICHOLAS: What is it? W-w-what, what?
GRACE: This isn't me, ok? I'm a good girl from Schenectady. I went to Sunday school for 10 years. I was 16 before I let Bobby Kay go to second, so for me to come here and participate, this is a big deal. Too big a deal. I'm sorry, but I'm-- I'm--I'm gonna have to back out of this. And I just want to make this as smooth an exit as possible, so I'm just gonna take my sweater and my sweatshirt and my jacket... and my other jacket. Gosh, I feel like I'm leaving you high and dry. Do you want me to get the concierge? She--she looked pretty cute. Ok. [GRACE EXITS]
SCENE VIII: Grace Adler Designs.
(GRACE is telling WILL about her night.)
GRACE: I guess I always thought of myself as a little kinky.
WILL: Come on, Grace. It's ok. I've never been in a 3-way.
GRACE: Yeah, but you're gay. You have the kinky built in.
WILL: Oh, sure. That's why I joined.
KAREN: [ENTERING] So, come on. How was your sexcapade, honey? Were you the ham in a philharmonic sandwich? Did you roll over for Beethoven?
WILL: You want me to tell her?
GRACE: No, that's ok. I'm not ashamed. It was fantastic. There were so many arms and legs everywhere, Hindus were praying to us.
KAREN: [SCOFFS] Oh... You sleazy skank.
GRACE: What? Karen--
KAREN: I gotta take the rest of the day off. The air in this room is ripe with filth. For God's sake, Grace. I'm a mother. [SHUDDERING] Oh!