Original Airdate 11/14/2002
Written by Tracy Poust & Jon Kinnally
Directed by James Burrows
Transcript by Rob Durfee
Eric McCormack (Will Truman)
Debra Messing (Grace Adler)
Sean Hayes (Jack McFarland)
Megan Mullally (Karen Walker)
Harry Connick Jr. (Dr. Leo Markus)
Eileen Brennan (Zandra)
Tom Skerritt (Jay Markus)
Judith Ivey (Eleanor Markus)
Emily Rutherfurd (Joanne)
Ethan Sandler (Doctor)
Jared Ward (Guy #1)
Matthew McCray (Gasping Gay Guy)
Kip Ellwood (Waiter)
SCENE I: Will's Apartment
(WILL is returning from a workout. He's wearing a tight, black, sleeveless T-shirt.)
WILL: [TO GRACE] Hey. Let me ask you something. Am I too old for this shirt?
GRACE: [PAUSES] No.
WILL: Really? Some young gym-trash were whispering about me during spin class. But I think it kind of makes me look like an Abercrombie & Fitch model.
GRACE: Yeah, maybe from when they founded the company.
WILL: Great. Where are we supposed to shop now? The Big-and-Tall & Old-and-Gay store? Might as well get fat too. Let's eat.
GRACE: Can't. I'm savin' my appetite for tomorrow. Leo and I are going to that all-you-can-eat brunch at The Plaza.
WILL: Wow, you guys must be pretty serious, if you're allowing him to see you in any sort of all-you-can-eat context. Next thing you know, you'll meet his parents.
GRACE: No, no, no, no, no. He's already floated going to Atlanta for Thanksgiving. I put a kibosh on that, but quick. I've already fooled him into liking me. I don't know if I have the energy to fool two older, wiser people who I can't confuse by having sex with.
[JACK AND KAREN ENTER.]
JACK: My friends, it's finally happened. My fame has reached a new level. I just got recognized on the street.
WILL: Jack, someone yelling "queer" from a passing car is not a fan.
JACK: You didn't hear the way they said it, my friend.
KAREN: Oh, Will, someone was asking about you in the elevator. Yeah, it was your youth, and it wants its shirt back. [KAREN SHAKES HER HEAD.]
JACK: Anyway, little reminder: My acting class showcase is tonight. It's gonna be very fun, very cas. Very smokey, very B.O.
GRACE: Ah, Jack, I already have plans with Leo tonight. I'm sorry. I won't be able to make it.
WILL: Oh, Jack. I have no plans tonight. I'm sorry, I will be able to make it.
KAREN: Poodle, I am planning my entire weekend around it. Tonight I'm at your showcase, laughing and crying. Tomorrow I'm at Dermy's, pumping my face full of enough Botox to erase any sign that I ever laughed or cried. Sundays I go to worship at St. Patty's. Or the Rusty Nail, whichever has happy hour.
SCENE II: Zandra's Acting Class
(The class is waiting to start. JACK is sitting in front with the other students. WILL enters and joins KAREN in the back.)
WILL: Hey, sorry I'm late. Is it over? Did I miss anything?
WILL: Damn it.
ZANDRA: Welcome to Scene Study Night. If I had known 50 years ago that I would be working with young actors like these, I woulda hanged myself.
[ZANDRA LOOKS THROUGH HER NOTES.]
ZANDRA: Oh, who's up? Oh, crap. Jack McFarland, get up here.
[JACK GETS ON THE STAGE.]
JACK: [CLEARS THROAT] Thank you, Zandra. I've chosen a classical piece. But I believe it still speaks to us today. [WHISPERS] Hi, Karen. Hi, Will.
JACK: At first, I was afraid. I... was... petrified. Kept thinking I could never live without you by my side, but then... I spent so many nights just thinking how you did me wrong! And I grew strong!
ZANDRA: Stop! Stop! Stop! What in the hell is this, bitch?
JACK: Well, wha--what do you mean? I'm acting.
ZANDRA: Oh, is that what that smell is? You stink.
JACK: I've been studying with you for five years, so maybe if I stink, it's because you stink.
ZANDRA: Do you think you could do better than me?! Well, be my guest! [TO THE CLASS] People... Mr. McFarland will be teaching your classes tomorrow. Those of you who are lucky will die in your sleep.
JACK: Oh, my god, this is so exciting. Okay. I'll see everyone tomorrow promptly at ten-ish, okay? Oh, uh, boys in tight T-shirts. Uh, girls' attendance, optional.
[EVERYONE GETS UP AND LEAVES. JACK RUNS UP TO WILL AND KAREN.]
JACK: Oh, my God, you guys. Did you hear that? Zandra wants me to teach. I'm gonna be her prote-gay!
[JACK RUNS OUT, EXCITED.]
KAREN: There goes our little Jackie, all excited.
WILL: The man stares humiliation in the face and says, "Don't I know you?" Listen, Karen, um, let me ask you--
KAREN: No! I'm not Grace. I'm not gonna go to some gay piano bar with you and sing crappy show tunes, while we slug back dirty marti's and make out.
WILL: Well, I had to ask. Actually, no, I was just curious. Uh, wha--what did you say you were doing tomorrow?
KAREN: Honey, I already told you. I'm gonna get some Botox, and then I'm-- [GASPS] Why, Wilma! Does my little 'mo wanna get a little bo?
WILL: Not really. I just-- I may be a little bo-curious. Heh...
KAREN: Well, come on, honey. I know a cute little piano bar right around the corner. Yeah, we'll have some dirty marti's and talk about it. And if we make out, so be it.
[WILL AND KAREN EXIT.]
SCENE III: The Plaza Brunch Buffet
(LEO and GRACE are getting food from the buffet. GRACE gives LEO some all-you-can-eat buffet tips.)
GRACE: Okay, the key to a successful brunch strategy is knowing how to work the buffet. See, they put all the cheap stuff, like scones and muffins, in front. I mean, how many of those can you have? Eight? Ten? That's like four bucks. Meanwhile, the smoked fishes and other pricey items are around the corner.
LEO: What do you have, a map?
GRACE: [PULLS OUT A PIECE OF PAPER] I cased the joint last week.
LEO: You're an interesting girlfriend, Grace. Oh, that melon looks good. I'm might get some of that.
GRACE: Melon? Have you not heard a word I said? Okay, after this round, we hit the crab cakes, and we hit them hard.
LEO: Look, um, by the way, some friends of mine might meet us here today. It's a college professor and his wife. You don't mind if they join us, do you?
GRACE: Well, do I have to button my pants?
LEO: I told you in the cab, no.
[THEY RETURN TO THEIR TABLE. GRACE FINISHES UP HER DRINK.]
GRACE: Mmm. We need m-more mimosas. Heh.
ELEANOR: Hey, stranger. How are you?
[LEO HUGS ELEANOR.]
LEO: Grace, this is Jay and Eleanor. Guys, Grace Adler.
JAY: Grace. [SHAKES GRACES HAND.]
ELEANOR: Nice to meet you. Will you explain to this lunatic that they did not move the George Washington Bridge.
JAY: Well, yelling "turn here, jackass, turn here" doesn't help me find the exit, darling.
GRACE: Please, sit. We just ordered mimosas, which I believe is French for "I don't wanna wait till noon to get hammered." Ha ha ha!
SCENE IV: The Dermatologist's Office
(WILL and KAREN are sitting in the office waiting for doctor.)
WILL: Wow. I can't believe these before-and-after pictures. Look at this one. Before, she's this gnarled old witch and then after, she looks like-- [WILL TURNS AND LOOKS AT KAREN AND CLOSES THE BOOK] Pleasant office.
DOCTOR: Nice to see you again, Mrs. Walker. You know, you come in here so often, I should really give you one of those little cards so, after 12, you get a free one.
KAREN: Ha ha! Oh, Doc, too bad your comedy is lost on people with dead faces.
DOCTOR: And you must be Mr. Truman. Is this your first time?
WILL: Yeah. I'm a little nervous, so if you can kinda ease me into the whole process--
[THE DOCTOR POKES WILL IN THE FOREHEAD WITH A NEEDLE.]
WILL: Ow. I guess we're just gonna start--
[THE DOCTOR POKES WILL IN THE FOREHEAD WITH A NEEDLE.]
WILL: Ow. Boy, you--you really don't believe in--
[THE DOCTOR POKES WILL IN THE FOREHEAD WITH A NEEDLE.]
DOCTOR: All right. I think we're done. You okay?
WILL: Yeah, as long as I can pull off a sleeveless Abercrombie & Fitch T-shirt. [LAUGHS]
[THE DOCTOR QUICKLY GOES OVER WILL'S FOREHEAD AGAIN.]
WILL: Ow, ow, ow!
DOCTOR: So, Mrs. Walker, the usual?
KAREN: Oh, no, honey. Mommy's got a deep one today. Break out the crap you're testin' on rats and pigs.
SCENE V: The Plaza Brunch
(GRACE, LEO, ELEANOR, and JAY are sitting at the table laughing.)
JAY: [LOOKING AT THE MENU] Whoa, 75 bucks for brunch? Does a hooker come with that? [EVERYONE LAUGHS] But I guess you doctors are not worried about that.
LEO: Hey. Come on, you're a doctor too. Sure, it's of art history, but that's almost like helping people. [LAUGHS]
GRACE: God bless you for doing that. To be honest, I'm not really a big fan of the museum. The Louvre... I went through that sucker in a half hour at a dead run. Give me the "Pet Psychic" any day of the week.
ELEANOR: Is that, uh, some sort of a cartoon where a dog can read minds?
GRACE: What, do you live under a rock? The "Pet Psychic" is-- Okay, wait, I don't want to oversell this. It is the greatest TV show ever!
ELEANOR: Well, we don't watch television.
GRACE: [LAUGHS] Oh, God. That's a load of crap, and you know it.
ELEANOR: I prefer the theater.
GRACE: Boo! No one likes the theater. It's just an expensive nap.
ELEANOR: [TO JAY] You hear that, honey? Those five books I wrote were about a nap.
LEO: Wait a minute. Maybe that's why I felt so refreshed after reading all of them.
[LEO AND JAY LAUGH.]
ELEANOR: You know, you are a weisenheimer. Come on, Jay. Let's get some food.
JAY: Oh, yeah, yeah, yeah. That vanilla yogurt looked good.
[ELEANOR AND JAY GET UP TO GET FOOD.]
GRACE: Yogurt. Dumb ass. They were nice.
LEO: Yeah, yeah. I knew you'd like them. See, it wasn't so bad meeting my parents, was it?
GRACE: No. What?
GRACE: They're your parents? You invite your parents, and you don't tell me they're your parents?
LEO: Well, it's--it's just that they're not my parents.
GRACE: They're not? Then why did you say that--
LEO: They're my parents.
GRACE: Leo! Why are you looking at the waiter? What is he, your brother?
LEO: He--he is my brother.
GRACE: He's your brother?
LEO: He's not my brother.
GRACE: You really should not be screwing around with me right now. You lied to me.
LEO: I know how freaked out you get when I talk about my parents. I was trying to protect you.
GRACE: But you didn't protect me. I looked like an idiot.
LEO: No, you didn't. You looked like the real you, Grace.
GRACE: Oh, oh, oh, oh, oh. So, so the real me is an idiot?
LEO: I didn't say that. You said you're an idiot.
GRACE: Oh, so you think I think I think I'm an idiot.
LEO: I-I-I-I-- I-I think--I think that you-- You're pretty?
GRACE: Leo, I didn't want your parents to meet the real me. I wanted them to meet the phony me, the better me, not the one who boos your mother. Oh, my God, I booed your mother.
LEO: [LAUGHING] That was awesome! [LAUGHS] Come on. You should be thanking me. I-I just mentioned going to Atlanta for thanksgiving, and you fake a panic attack.
GRACE: How dare you? I did not fake a panic attack. I don't fake any-- [TO ELEANOR AND JAY, RETURNING] Hi! Oh, honeydew, sweet-- like "Sweet Charity," which is a play about a hooker.
SCENE VI: The Acting Class
(JACK is teaching Zandra's class.)
JACK: Okay, let's begin. Uh, Joanne, you have an audition this afternoon. Tell us about it.
JOANNE: Well, it's a PSA.
JACK: Okay, for those of you who do not know, PSA stands for sexually transmitted disease. Go ahead.
JOANNE: I play this woman who's just had a baby. And her child will never know his grandfather because he died of lung cancer from smoking.
JACK: Ooh, ouch. Wow. I'm gonna need a minute with that one. Well, I guess I didn't need a whole minute, okay. Let's go on. Come on up. And, Joanne, action.
JOANNE: [CRYING] It should have been the happiest day of my life.
JACK: We're stopping. Uh, Joanne. What's this, honey? What's this mess here? What's the water coming from here? What's that?
JOANNE: I'm crying because my kid's never gonna meet his grandfather.
JACK: Hm-mm, but when you cry you're ugly, sweetheart.
JOANNE: Well, I'd like to be pretty, but cancer is sad.
JACK: And Libras are playful. Okay. They say acting is reacting. I say acting is attracting. Are you attractive enough? I see a lot of puzzled faces. But not many attractive ones.
JOANNE: But I prepared. I spent a day with a woman who lost who father to cancer.
JACK: I can't help you get that time back, sweetheart. But I can help you get this part. Okay. Joanne, what's happening is you're too hung up on what's in here. [RUNS HIS HAND OVER HIS HEART] The audience, they can't see that. No. They can only see what's in here, okay. Act from here, honey. [RUNNING HIS HANDS AROUND HIS FACE] Act from your hair. All right? But not that hair. Get some highlights, take those teeth a few shades up, and, hello, Joanne, beautiful breasts. How 'bout can we see them?
JOANNE: You're an idiot!
[JOANNE STORMS OUT.]
JACK: Or am I brilliant? Russell, come on up here. Take your shirt off.
[RUSSELL TAKES OFF HIS SHIRT.]
JACK: Ladies and gentlemen, this is acting.
SCENE VII: Will's Apartment
(WILL and KAREN are returning from the doctor.)
WILL: [SINGING] Gray skies are gonna clear up.
KAREN: [SINGING] Put on a happy face.
WILL: I can't!
KAREN: [SINGING] Brush off the clouds and cheer up.
WILL: [SINGING] Put on a happy face.
KAREN: I am! Oh, life's a party with a face full of poison.
WILL: My face hasn't been this immobilized since they bought me a lap dance at my brother's bachelor party.
[WILL POURS HIM AND KAREN EACH A GLASS OF WINE.]
KAREN: You know, in the early days, we didn't always have it easy, like you. No. We had to go down to Chinatown, where they'd inject our frown lines with mayonnaise that had been left out in the sun for a week.
WILL: Well, we certainly owe a lot to you pioneers. Here.
[WILL HANDS KAREN A GLASS OF WINE.]
WILL: Oh, I'm gonna go put on my Abercrombie shirt.
[WILL STOPS AND LOOKS AT HIMSELF IN THE MIRROR OVER THE FIREPLACE.]
WILL: Wow, look at me. This is really working. Nothing's moving.
KAREN: Ha ha. Welcome to the wax museum, honey. Where nothing ever moves, and people are always amazed at how life-like you look. Honey, what's the matter?
WILL: I d-- I don't look like me.
KAREN: Wee! [JUMPS AND CLAPS]
SCENE VIII: The Plaza Brunch
(GRACE is nervously backtracking trying to repair the damage...)
GRACE: And when I said, I ran through the Louvre, it was only because I was so inspired, I had to run back to my hotel... to paint.
LEO: You don't have to do this, Grace.
GRACE: Do what? I'm not doing anything. What're you doing? That's the bigger question. Theater, do you spell that with an R-E or an E-R? I don't mean "ER," the TV program. I don't watch television, either.
LEO: Grace, really. You--you can cut it out.
GRACE: You cut it out. You're the doctor. Or are you? I don't know.
ELEANOR: What is she talking about?
LEO: I didn't tell her that you were my parents. I just said that we were old friends.
GRACE: Thatís right. He lied. Just like the boy in that play who lies all the time-- Help me out here, Eleanor.
ELEANOR: Uh, Pinocchio?
GRACE: Yeah, Pinocchio. Your son's a Pinocchio.
JAY: Is this true, Leo? Did we raise a Pinocchio?
GRACE: I think you did. [GRACE TAKES A BREADSTICK AND PRETENDS IT'S HER NOSE GROWING.]
LEO: Okay, okay, I get it. I screwed up. I shouldn't have lied. You see, this is a big deal to me. I love you, Grace. I'm introducing you to my parents. I just want everything to be perfect. Because I think you're perfect, and if I-I-I-- Agh! If I-- If I were replacing an aortic valve, I could do it with my eyes closed. But this--this is delicate! It's--it's brunch!
ELEANOR: I think we should let them have a moment alone. Come on, Jay. Go pay.
JAY: For everyone?
[ELEANOR AND JAY LEAVE LEO AND GRACE.]
LEO: Look, I don't know what you want me to say. I'm sorry, okay?
[GRACE IS SMILING AT LEO.]
GRACE: What you said. You love me. That was the first time you said that.
LEO: Yeah, I was gonna say it earlier. I was just looking for the perfect time, which was before you called my dad a "dumb ass."
GRACE: You know what? I love you too.
LEO: We did the I-love-you thing.
GRACE: We did. And it felt nice.
GRACE: But if you ever lie to me again, they're gonna have to stitch your 'nads back together.
[LEO KISSES GRACE.]
GRACE: [GIGGLING] Oh, Leo, your parents are still here.
LEO: They're not my parents.
LEO: [JUMPING] Ow-kay. She's serious.
SCENE IX: The Acting Class
(RUSSELL and another guy are sitting on the stage looking down at their feet. JACK claps.)
JACK: Thank you. Great scene. Finally, somebody makes Death of a Salesman watchable. [TO RUSSELL] How did that feel?
RUSSELL: Okay, I just--I don't remember there being a kiss between the brothers.
JACK: That's the difference between acting the play and Jack-ting the play.
[ZANDRA IS STANDING IN THE BACK OF THE CLASS.]
ZANDRA: Well, McFarland. I gave you a class of crap, and you managed to make crap-ade.
JACK: I does what I can.
ZANDRA: Would you please, please get the hell out of here.
[ZANDRA TRIPS ON A GARBAGE CAN AND KICKS IT.]
ZANDRA: Just get out. You can't act. You can't teach. You got nothing to offer. And you never will.
JOANNE: [ENTERING] That's not true.
JOANNE: I did everything Jack said, and this afternoon, I got my first job.
JACK: The anti-smoking thing?
ZANDRA: No, I didn't get that one, because I seemed too jazzed about my dead dad. The same casting director liked my smile and put me in a toothpaste commercial.
JACK: Even better. You see. She's actually helping people. She's transformed from an actress into an attractress.
ZANDRA: Get out.
JACK: Zandra, what are you saying?
ZANDRA: Get out!
JACK: Are you saying you want me to get out?
ZANDRA: Does anyone have some boiling soup?
JACK: I don't think I like your tone. I am a good teacher. And if you don't want me in your class anymore, Zandra... I'll start my own. Who's with me?
JOANNE: I am.
GUY: [GASPS AND STANDS] So am I! [GASPS AND SITS]
JACK: And do you know why they're coming with me, Zandra? Because I touched people in this class today. And when no one was looking, I touched myself a little bit too.
[JACK MOUTHS "LET'S GO" AND HE, JOANNE, AND THE GASPING GUY EXIT.]
SCENE X: Will's Apartment
(WILL is sitting on the couch staring into space when GRACE enters.)
GRACE: Hey. The most amazing thing happened to me tonight. Leo told me that he loved me.
WILL: [EXPRESSIONLESS] Oh, honey. I'm so happy for you.
GRACE: Really? 'Cause you don't look happy.
WILL: [EXPRESSIONLESS] Trust me. I'm thrilled.
GRACE: Will, are you really doing this? Are you still pouting about me and Leo, because, you know, it is so childish.
WILL: No, I'm really happy for you.
GRACE: Unbelievable. Let me know when you grow up.
[GRACE EXITS TO HER BEDROOM.]
WILL: Grace, I'm happy. I'm happy!
[SHE SLAMS THE DOOR SHUT.]
WILL: Now I'm sad.