Original Airdate 4/3/2003
Written by Steve Gabriel
Directed by James Burrows
Transcript by Rob Durfee
Eric McCormack (Will Truman)
Debra Messing (Grace Adler)
Sean Hayes (Jack McFarland)
Megan Mullally (Karen Walker)
Gene Wilder (Mr. Stein)
Emily Rutherfurd (Joanne)
Matthew McCray (Jasper)
Charles C. Stevenson Jr (Smitty)
Erin Fritch (Young Woman)
Kevin Sizemore (Young Man)
Kari Lizer (Connie)
John Fleming (Russell)
SCENE I: The Law Offices of Doucette and Stein, Will's Office
(WILL is sitting at his desk when his assistant CONNIE enters.)
CONNIE: Oh, Will. You're hot early. I mean, you're here, handsome. I'm sorry. Would you like some sex in your coffee?
WILL: You know, you learn a lot you get here early. For instance, I was happy to learn that the woman who vacuums and the guy who empties the trash are having an affair. I was not so happy to learn it was on my desk.
[WILL TAKES A CAN OF DISINFECTANT AND SPRAYS DOWN HIS DESK.]
CONNIE: Do you want me to confirm your dinner reservation with Barry?
WILL: No, cancel it. Barry and I are over. You can cancel the weekend in Key West too. I think I'd look a little pathetic in the pool having a splash fight with a blowup doll.
CONNIE: You know, I love Key West.
WILL: Yeah, well, pack your bags. I'll bring the bubbly.
CONNIE: Oh, God, I can't breathe! [CONNIE RUNS OUT OF THE OFFICE.]
WILL: [YELLING AFTER CONNIE] No, Connie, I can't--
GRACE: All right, I'm here.
WILL: Terrific. Everybody from The Matrix called. They want their coat back.
GRACE: I just wanted to make sure that you're okay after the whole Barry thing. For the record, I never liked him.
WILL: You liked him.
GRACE: I did, but he was no good for you.
WILL: He was perfect for me.
GRACE: He kinda was.
WILL: Look, I'm fine. We--we had like, what, two dates? I spend more time on hold trying to vote for "American Idol."
GRACE: I guess you're right. I mean, it's not like you were planning weekend trips with him.
WILL: Yeah, that'd be pathetic.
[WILL KNOCKS A BOTTLE OF SUN TAN LOTION OFF HIS DESK ONTO THE FLOOR.]
GRACE: Well, just so you know, I'm here for you. Just like you're always here for me.
WILL: What do you need?
GRACE: I want to borrow your apartment this afternoon. I'm making a sexy video to send to Leo.
WILL: Why do you have to use my apartment?
GRACE: I want to be dirty in a clean place.
WILL: Well, just make sure you're clean in your dirty place.
[WILL'S BOSS, MR. STEIN, ENTERS WILL'S OFFICE.]
STEIN: Truman. I want you to go help Short Margaret with her depositions and Black Margaret with her appeal. They're in over their heads, especially Short Margaret. Would you do that for me... Gay Will?
GRACE: [TO WILL] See ya.
STEIN: [TO GRACE] Who are you?
GRACE: Oh, I was just leaving. [TO WILL] And, uh, by the way, Barry wasn't really that cute.
WILL: He was totally cute.
GRACE: He was. It was a major loss. Stay strong.
WILL: Sorry about that, Mr. Stein. I was sort of dating someone, and it didn't work out. It's no big deal. She's just very protective--
[MR. STEIN PUTS HIS ARMS WILL AND LAYS HIS HEAD ON WILL'S SHOULDER.]
WILL: Mr. Stein, what are you doing?
STEIN: I recognize heartache. My wife just left me. Well, it was 15 years ago, but I'm reliving it because of these new meds I'm taking.
WILL: And if I remember correctly from our last uncomfortable hug, that's a new shampoo too.
STEIN: Come on, let's go have a drink.
WILL: Sir, it's 8:00 in the morning.
STEIN: We'll have some eggs too.
[MR. STEIN GRABS WILL'S HAND AND WALKS HIM OUT.]
SCENE II: Will's Apartment
(GRACE has a tricorder set up on a tripod. She is sitting on the couch in her lingerie.)
GRACE: [INTO THE CAMERA] Hi, Leo. It's me, Grace. I thought I would make you a sexy video. And why am I making this sexy video in Will's apartment? Because things could get messy. [GRACE SHAKES HER BREASTS AT THE CAMERA.]
[GRACE PICKS UP A FRUIT BAR AND BEGINS EATING IT WHILE LOOKING AT THE CAMERA.]
GRACE: Mmm. Ew, sour strawberry, sour strawberry.
GRACE: [TURNS AROUND AND SPITS IT OUT] Oh, bad angle.
GRACE: [TURNS BACK AROUND TO FACE THE CAMERA] Hi, lover.
JACK: What the hell??
[JACK WAS ASLEEP ON THE LOVE SEAT IN THE TV ROOM, COVERED BY A BLANKET.]
GRACE: [STARTLED] Aah! What-- Jack, what are you doing here?!
JACK: I live here, when Will's at work.
[JACK GETS UP OFF THE COUCH WITH THE BLANKET WRAPPED AROUND HIM.]
GRACE: Well, get out. I'm making a sexy videotape for Leo, and I'm not going to do it with you in the room.
JACK: [SHAKING HIS HEAD] Sweetie, baby, cookie, honey... What you're sellin' I ain't buyin'.
[JACK WALKS OFF INTO WILL'S BEDROOM.]
GRACE: [TO THE CAMERA] Hi, Leo, I'm back.
[GRACE BEGINS SINGING "LOVE TO LOVE YOU BABY" BY DONNA SUMMER. BADLY.]
GRACE: [SINGING] I... love to love you, baby... [OFF-KEY] Oh....
JACK: [TURNS OFF THE CAMERA] And cut. Eating and singing? Why don't you just sit on the toilet and pick at your feet?
GRACE: Excuse me, I think I know how to turn a man on. I certainly didn't pass my driver's test by learning how to parallel park.
[GRACE TURNS THE CAMERA BACK ON.]
JACK: Sugar... [JACK TURNS OFF THE CAMERA] You're tryin' a little hard.
GRACE: I am trying to be sexy.
JACK: But you don't have to try. You're naturally sexy. I mean, just like now.
JACK: Well, not now. You know what the problem is? You're too self-conscious. You need to come to my acting class. I've helped a lot of people lose their inhibitions and get in touch with their sexuality. And by theirs, I often mean mine.
GRACE: Forget it. I'm not taking tips from a man whose most notable credit is Shakespeare in the Pants.
JACK: A'ight, suit yourself. But you watch that tape. I think you'll find yourself a little stiff. And you'll be the only one!
[JACK DOES A RIM SHOT WITH HIS HANDS ON THE DOORFRAME AS HE WALKS THROUGH THE DOORWAY TO WILL'S BEDROOM.]
SCENE III: An Upscale Bar
(WILL and MR. STEIN are sitting having a drink, talking about their love lives.)
WILL: I really liked Barry. Why didn't he like me?
STEIN: Will, love is mysterious. It's just like my wife always used to say. "Stein, you're needy, pathetic, and a rotten lover."
WILL: That doesn't make me feel any better.
STEIN: How do you think it made me feel?
WILL: It's just that he's someone I could really see having a future with. I wanted to come home to him every day and say, "Hey, honey, what's for dinner?" And he'd say, "I don't feel like cooking. Let's go out." And I'd say, "We always go out. Put down the scotch and pick up a wisk. Why are you crying now?!" It's not sexy, but it's what I grew up with.
STEIN: Now, when you say "he," you're talking about a man.
STEIN: But Barry is a girl.
WILL: No...he's a man.
STEIN: That's why they call you "Gay Will"!
KAREN: [ENTERING] Oh, hey, look who it is. It's Will and Grace.
WILL: No, no, Karen. Karen, Karen, this is Mr. Stein of Doucette and Stein.
WILL: Mr. Stein, this is Karen Walker of drunk and delusional.
STEIN: A pleasure to meet you.
KAREN: [TO THE BARTENDER] Smitty, the usual. [TO WILL AND STEIN] So what are we celebrating?
STEIN: Well, I'm afraid you've stumbled on a bit of a lonely hearts club. Will and I were just swapping stories about lost loves.
STEIN: Me and my wife, he and his gal.
KAREN: Well, deal me in. I've got a lifetime membership to the losers club. Hm-mm. I've been dumped by one-ton billionaires, heads of state, and every member of Crosby, Stills, Nash, and Young, but I'm not naming names. What's so great about another person, huh? All they do is manhandle your boobs and eat all the ham.
WILL: Yeah, and get hair gel on your pillow and rearrange your bedside figurines.
STEIN: And cut your ties in half and make you call yourself "Nancy."
WILL: [HOLDING UP HIS GLASS] A toast...love stinks.
STEIN: How sad.
WILL, KAREN, STEIN: Hear, hear.
SCENE IV: Jack's Acting Class
(JACK enters the classroom clapping to get everyone's attention. His students JOANNE, JASPER, RUSSELL are present as well as another young woman.)
JACK: Attention, please! Attention! Please take your seats. Class is in session.
[JACK TAKES THE STAGE.]
JACK: Thought for the day: Though the eyes are the windows to your soul, the zipper is the window to your underwear. Who is prepared to perform?
JOANNE: [RAISING HER HAND] I am.
JACK: Ah, Joanne. Always with your hand in the air. One day that hand's gonna be up in the air on Broadway. Perhaps in a musical, perhaps just hailing a cab. All right, what do you got?
[JACK STEPS DOWN OFF THE STAGE AS JOANNE GETS UP.]
JOANNE: I did some preparation for my audition this afternoon. I'd like to get some thoughts.
[JACK PUTS ON A PAIR OF HALF-RIM GLASSES.]
JACK: That's what we're here for. And action.
JOANNE: [FLAT] Thanks, Imodium.
JACK: Hm-mm, mm-hmm, hm-mm. All right. Now, are you gonna wear your hair up or down? Because you're trying to reach people with cramps, bloating, and explosive diarrhea. That, to me, says down. All right, now--
[GRACE ENTERS THE CLASSROOM.]
GRACE: Hi. I'm--I'm sorry to interrupt. Um, Jack, can I talk to you just for a sec?
JACK: Well, Grace, whatever you have to say, you can say it in front of my class. We expose ourselves to each other every single day. [TO RUSSELL] Ooh, that reminds me. Russell, take off your shirt, and tell your lawyer to stop calling me.
[RUSSELL TAKES OFF HIS SHIRT AND SITS DOWN.]
JACK: And scene. Nice work.
GRACE: Um, well, Jack, I-I watched the tape, and you were right. I was kind of repulsive.
JACK: Oh, sweetie... "Kind of"?
GRACE: Do you really think that you could help me? 'Cause I'll do anything, except whatever he did. [SHE POINTS TO RUSSELL.]
JACK: Sure, come on up here. Come on up here. Come on. Hm-mm, uppity-up.
[GRACE GETS UP ON THE STAGE WITH JACK.]
JACK: Now, we're gonna try something new today, class. It is called "Improv," which is short for improving, okay? Okay, Grace, are you ready?
GRACE: Wow, I didn't realize I was gonna have to do this in front of so many people. I mean, there's almost five of you here.
JACK: Now, whatever I throw at you, you just do it. Are you ready? And you're a cat.
JACK: But sexy.
GRACE: [DEEPER] Meow.
JACK: You're walking in mud.
JACK: Not the cat, you.
JACK: All right, forget it. All right, let's-- This isn't working. Let's try something a little more relatable. Okay? [LOOKS AT THE CLASS AND WHISTLES, SHAKING HIS HEAD.]
JACK: Um... You're a mailbox.
[GRACE SQUATS DOWN AND HOLDS OUT HER ARMS.]
JACK: But you're the sexiest mailbox ever.
GRACE: [EXHALES] Ahh...
JACK: Who likes to dance...
[GRACE BEGINS MOVING AROUND.]
JACK: An Irish jig... With one leg, on fire, underwater, who's sexy-- Where'd the cat go?!
GRACE: Stop it! I can't do this! God, I'm so confused. I'm a cat. I'm a mailbox. I'm a cat box.
JACK: Grace, Grace, you've gotta be more patient. I know I can help you through this. When Russell first came to me, he had no grasp of Pinter. Now he grasps his Pinter every day.
GRACE: Forget it. I'll just get Leo tapes from that season on "Party of Five" when Jennifer Love Hewitt's boobs grew 15 inches over two episodes.
SCENE V: A Bar
(WILL, KAREN, and MR. STEIN are having another meeting. WILL and KAREN both have martinis.)
WILL: Okay. Welcome to the second meeting of the loser's club.
WILL: Let me get you a drink, sir. Maybe I'll get some snacks while I'm at it. Maybe some mozzarella sticks and a big pile of peanuts. What the hell, I'm alone, right? I might as well be fat and shiny. They ain't love handles if nobody loves ya.
[WILL GOES TO GET MR. STEIN A MARTINI.]
STEIN: He's nice.
STEIN: I love our little club.
KAREN: Me too. You know what I'd love more?
STEIN: Tell me.
KAREN: You and me making dirty on a squeaky cot.
STEIN: You read my mind.
[KAREN AND MR. STEIN GIGGLE.]
WILL: I just had a great idea. Let's go to the video store and take all the romantic comedies and put them in the science fiction section.
[KAREN AND MR. STEIN LAUGH.]
WILL: To spite.
STEIN: To spite.
KAREN: [QUIETLY TO MR STEIN] My tongue is double-jointed.
KAREN: To spite. To spite.
SCENE VI: Will's Apartment
(The living room. GRACE can be heard in the shower singing.)
GRACE: [SINGING] I... love to love you, baby. I-- [SCREAMING] Aaaahh!!
[SUDDENLY JACK RUNS OUT OF THE BATHROOM, CARRYING A VIDEO CAMERA.]
[GRACE RUNS OUT, WEARING A BATHROBE, CHASING HIM. SHE IS MAD.]
GRACE: [SREAMING] You sick, twisted freak!
JACK: No, no, no, no. Let me explain!
GRACE: [SREAMING] You videotaped me in the shower?! That is such a violation!
GRACE: [SREAMING] I don't want to hear it!
JACK: You were sexy!
GRACE: [SREAMING] I'm listening!
JACK: I-I-I figured if you didn't know I was there, you'd be yourself. And you were. Watch the tape if you don't believe me. You were free and uninhibited.
GRACE: [EMBARASSED] Oh, my God, you were there for that part?
JACK: Don't worry, I'm going to score that section... with violins... and maybe a slide whistle for comedy. [IMITATES A SLIDE WHISTLE.]
GRACE: That's not what it looked like! I'm a very thorough soaper.
SCENE VII: The Bar
(WILL is sitting at the bar waiting for the others. A YOUNG MAN and YOUNG WOMAN are sitting nearby. SMITTY gives the young couple a glass of champagne each.)
SMITTY: On the house.
YOUNG WOMAN: Thank you very much.
YOUNG MAN: We just got engaged.
WILL: [Chuckles] You sure you wanna do that?
YOUNG WOMAN: Yeah, I love him.
WILL: Sure, now. Hell, I love him now. But wait a minute and a half. Let me tell you something. Love is like a horse-drawn carriage ride. It seems romantic at first, but eventually you realize you're cold, and you're staring at an ass that craps right in front of you.
YOUNG WOMAN: Oh, my God, you're horrible! [SHE RUNS OFF.]
YOUNG MAN: Honey--
WILL: [TO THE YOUNG MAN] Come on, you were thinkin' it too.
[KAREN AND MR. STEIN ENTER. WILL NOTICES AND RUNS OVER.]
WILL: Hey! Where have you guys been? You missed it. I think I just broke up an engagement. And they're young too. Heh heh heh.
KAREN: Sorry we're late, Will. Something came up. [KAREN AND MR. STEIN GIGGLE.]
WILL: I don't get it. What's funny?
STEIN: Well, things that come up are often funny, Will, especially if they haven't come up since 1997.
KAREN: [GIGGLING AND WHISPERING] Oh, stop it.
WILL: Huh. Oh, look, look. The engaged guy's flirting with the cocktail waitress.
KAREN: Which one is he, hon?
WILL: He's right over there.
[WILL TURNS AROUND TO POINT OUT THE YOUNG MAN. KAREN AND MR. STEIN GIVE EACH OTHER A QUICK KISS ON THE LIPS WHEN WILL IS NOT LOOKING.]
WILL: Oh, look, the fiancee's coming back. I think she threw up. Sweet!
STEIN: Watch them and tell us what happens.
[WILL TURNS AROUND TO LOOK. KAREN AND MR. STEIN GIVE EACH OTHER A QUICK KISS ON THE LIPS WHEN WILL IS NOT LOOKING.]
WILL: Ooh, they're fighting. Oh, my God, I hope she slaps him.
KAREN: Hey, I'm dry. Where's the barkeep?
WILL: Sweetie, he's right behind you.
[KAREN TURNS AROUND TO GET SMITTY'S ATTENTION. MR. STEIN LEANS OVER AND GIVES WILL A QUICK KISS ON THE LIPS.]
STEIN: Oops! Sorry. I thought it was her. Although it was nice.
WILL: Wait a minute. Are you two--
KAREN: Honey, that's what happens when an irresistible force meets an insane object.
WILL: But we--we hate love. That's our club slogan. And it's the theme of our upcoming Annual Barn Dance.
KAREN: Well, we were wrong, honey. Love's good, especially the third time, when you cut the oxygen off a little.
STEIN: That was fantastic.
KAREN: [NODS] Mm-hmm.
STEIN: I thought you were trying to kill me.
WILL: Stop this! This flies in the face of everything we stand for! You have to break up!
STEIN: Oh, come on, Gay Will. Aren't we allowed to be happy?
WILL: No! No, we're not. Love is a crapping horse!
[WILL STORMS OUT OF THE BAR.]
SCENE VIII: Jack's Acting Class
(JOANNE is on the stage. JACK and his students JASPER and RUSSELL are also present as well as another young woman.)
JACK: All right, Joanne, let's try it again. And remember, you've been unjustly accused of adultery, they've taken away your children, and you've just now realized you're blind.
JOANNE: Blind, got it...
JACK: [PUTTING ON A PAIR OF HALF-RIM GLASSES] And action.
JOANNE: Today's winning Powerball numbers are 16, 53, 31, and 7.
JACK: Okay. All right. I want you to bring it back to me again tomorrow. But this time do it as if you're really, really... good. Now--
JACK: Ahh! Don't kill me.
GRACE: Jack, I'm not gonna kill you, but I do need to talk to you. [GRACE MOTIONS TO THE HALLWAY.]
JACK: Okay. Class, take five. That's showbiz lingo for I'll be back whenever I feel like it.
[JACK STEPS OUT INTO THE HALLWAY WITH GRACE.]
GRACE: Let me just say this. One--what you did to me is completely unforgivable. And two--that tape was hot. So we need to make another one for Leo, 'cause I'm keeping this one.
JACK: So I helped you?
GRACE: I guess you did. Here's the key to my apartment. I am usually in the tub around 8:00. So don't come then. [WINKS] And next time, I'm not going to shave my legs. That part dragged a little.
JACK: That's the same feedback I've been getting too-- I mean, you think?
SCENE IX: Will's Apartment
(GRACE is watching her sexy tape on the VCR when WILL enters.)
GRACE [ON THE TAPE]: [SINGING] I... love to love you, baby...
[GRACE TURNS OFF THE TAPE.]
WILL: You will never believe who hooked up.
GRACE: Alec Baldwin and Dennis Quaid? I was just thinking about it in the shower.
WILL: Karen and Mr. Stein. Can you believe that? It's like when Drunky met Crazy.
GRACE: I don't know... It's kind of nice. Where are they registered, the Jack Daniels distillery?
WILL: It's unnatural. Pairing up never works. When I build my ark, everyone's gonna get on one by one. Single file, no talking!
GRACE: Why do you care?
WILL: I don't! It's just that if--if you're gonna join a lonely and bitter club, you gotta at least stay bitter.
GRACE: Oh. I was wondering what these buttons were about. [GRACE PICKS UP A BOTTON OFF THE TABLE] Why are you in this club?
WILL: Because I do care about Barry. And I did plan a trip for the two of us. I even baked him a world's best boyfriend cake.
GRACE: Is it in the fridge? I mean-- Oh, Will. Why didn't you tell me?
WILL: I can't tell you stuff like that.
GRACE: Why not?
WILL: Because you've got a guy now. You know, before, we were both losers. We'd come home from our dates, and we'd swap our loser stories. Your date would turn out to be gay. Mine would turn out to be straight. We'd laugh about it and eat some cake.
GRACE: Really, is it here?
WILL: Focus. But now you got someone. You're a winner. [GRACE SCOFFS] A loser can't tell a winner a story.
GRACE: Oh, sweetie, please. I can be married 100 years, and I will still be a loser. I videotaped myself in the shower, for God's sake.
WILL: Wow. Is that what it takes to get you into a shower?
GRACE: Really... you gonna be okay?
WILL: Yeah, I think so.
GRACE: You need me to stay over for a couple of days? 'Cause I can do it. It'd be no problem at all.
WILL: Your apartment's a mess, isn't it?
GRACE: A total pigsty. At this point, it'd just be easier to move.
[THERE'S A KNOCK ON THE DOOR. WILL OPENS THE DOOR. IT'S KAREN AND MR. STEIN.]
KAREN: Will... We have something to tell you. My boyfriend, Mr. Stein, and I have decided to break up.
STEIN: That's right, Will. Romance comes every day, but a little club like ours, that's once in a lifetime. So come on, let's go get a drink and just spit in love's eye. [MR. STEIN SPITS]
WILL: You just spit in my eye, sir.
STEIN: Well, as long as it makes you happy.
WILL: You know what, guys, it's fine. Please, go back to doing whatever it was your meds led you to believe you were actually doing.
GRACE: I think they're cute.
STEIN: [TO GRACE] Who are you? Am I the only one who sees her?
SCENE X: The Hallway Outside Will's Apartment
(KAREN and MR. STEIN walk to the elevator, holding hands.)
KAREN: Well, Mr Stein... Now that we have Will's blessing, how would you like to go back to my plush suite at the Palace Hotel?
STEIN: I don't know. Now that it's not forbidden, it doesn't seem as exciting anymore.
KAREN: You're right. Hey, let's go pick up another couple.