Original Airdate 12/11/2003
Written by Kari Lizer
Directed by James Burrows
Transcript by Rob Durfee
Eric McCormack (Will Truman)
Debra Messing (Grace Adler)
Sean Hayes (Jack McFarland)
Megan Mullally (Karen Walker)
Barry Manilow (Himself)
Debbie Reynolds (Bobbi Adler)
Sara Gilbert (Cheryl)
Chris Penn (Rudy)
Jackie Geary (Cashier)
Peggy Lane O'Rourke (Woman)
Gary Riotto (Waiter)
Adrian Mojica (Security Guard)
SCENE I: Grace Adler Designs
[KAREN AND GRACE ARE AT WORK, CELEBRATING CHRISTMAS, DRINKING EGG-NOG.]
KAREN: Oh, I tell ya, Grace. This is one kick-ass office Christmas party. Whoo! I, for one, am having an absolute ball.
GRACE: You must feel so naughty drinking in the middle of the day.
KAREN: Oh! Honey, is there liquor in this? Well... once a year.
KAREN: All right! I believe it's time for the annual Christmas bonus. [GIGGLES] And here it is.
[KAREN HANDS GRACE A CHECK.]
GRACE: Wow! $1,000! Thank you!
KAREN: You know, a secretary on the second floor told me that the boss usually gives the bonuses.
GRACE: Karen, are you gonna believe those women? They're the same people who told you you shouldn't be paying for my health coverage.
JACK: Merry Christmas! I'm wearing my holiday stocking. I guess you can't see it. Heh-heh.
JACK: Ooh! Looks like things are in full swing. God, everybody showed up this year. That's nice.
GRACE: Have you heard from Will? I thought he was gonna stop by.
JACK: Oh, right. He's not here.
KAREN: Oh! I'm sorry, honey. He did call. What did he say?
KAREN: Well, let me pull it up on the computer.
[KAREN OPENS UP A NOTEBOOK COMPUTER AND BEGINS TAPPING ON THE KEYBOARD. GRACE IS SLIGHTLY FREAKED OUT.]
KAREN: Okay, here he is. "3:11 P.M.: Volunteering tonight at the shelter. Don't wait for me. I'll see ya tomorrow." I'll just flag that as 'read' and archive it.
JACK: That's our Will. He's kind of a modern-day saint. Much like mine and Karen's Lord Jesus, he's a celibate man who lives to help others.
SCENE II: Outside a Theatre
[WILL WALKS UP TO A CLOSED THEATER, CARRYING A BLANKET AND A SMALL FOLDING CHAIR. THE MARQUEE AND POSTERS SAY "A VERY BARRY CHRISTMAS".]
[A SECURITY GUARD IS SETTING UP VELVET ROPES IN FRONT OF THE BOX OFFICE.]
WILL: [TO THE GUARD] Excuse me. Is this where you line up for Barry Manilow tickets?
GUARD: You're the first one.
WILL: [GIGGLES JOYFULLY] Tee hee!
[WILL SETS UP HIS CHAIR AND SITS DOWN.]
[A YOUNG WOMAN RUNS UP, CARRYING A BOOM BOX AND A SMALL FOLDING CHAIR. SHE IS SURPRISED TO SEE WILL.]
CHERYL: [TO WILL] What are you doing here?
WILL: I'm waiting for the box office to open. Tickets go on sale at 6:00 A.M.
CHERYL: You do know this is the line for Barry Manilow? For his one night only A Very Barry Christmas? So, if that's not why you're here for--
WILL: Shh, shh, shh! It is! Keep your voice down. The whole street doesn't have to know.
CHERYL: Damn it! I can't believe you got here before me. I've been following Barry around the country since 1988, and I've never been in line behind anyone. Ever.
WILL: Well, you are now. I got here first. Isn't that right, Barry?
[WILL PICKS UP A BARRY MANILOW BOBBLE-HEAD AND WIGGLES IT AROUND.]
WILL: [IN A DEEP VOICE] That's right, Boss.
[WILL SMILES AND PUTS THE BOBBLE-HEAD BACK DOWN.]
CHERYL: Wait a minute. You're the guy that made his own Barry bobble-head? I know you. Do you chat?
WILL: Do I what?
CHERYL: The Barry Manilow chat room. Are you into it? Are you a fanilow?
WILL: A "fanilow"? [SCOFFS] No. [PAUSES] Maybe I've gone to the chat room a couple of times.
CHERYL: Oh, yeah, a "couple of times." Bull crap, fancy nancy. I know who you are. You're "No One Fanilow".
WILL: Number One Fanilow.
CHERYL: Oh, really? 'Cause it looks like "no one fanilow" when you write it. Copacafana 82.
WILL: You're Copacafana 82? Oh, my god! You're like the leader of the fanilows. Your web site is amazing! I love your pencil sketches of Rico and Lola when they were kids. That's so cool!
CHERYL: Yeah, I know. So can I get in front of you?
WILL: It's not that cool.
[GRACE IS WALKING BY.]
[WILL SEES GRACE AND BURIES HIS FACE BEHIND A BARRY MANILOW MAGAZINE.]
[GRACE NOTICES THE LINE AND QUEUES UP BEHIND THE LAST MAN IN LINE.]
GRACE: Hey. What's this line for? Is it something free? Food? Eh, what the hell. If there's a line, it must be something good.
[GRACE LOOKS AROUND THE LINE. SHE NOTICES AT THE FRONT OF THE LINE IS WILL, PEEKING OVER HIS MAGAZINE.]
[GRACE WALKS UP TO WILL.]
GRACE: Will? What are you doing here? I thought you were feeding the homeless.
WILL: Turns out they were just... snackish. So, so, I decided to--
CHERYL: Take the one thing that was good in my life and piss on it.
GRACE: What's going on? And where'd you get the little chairs?
WILL: All right. I'm in line for Barry Manilow tickets, and I didn't tell you 'cause I knew you'd make fun of me.
GRACE: And why would you think that... Mrs. Manilow?
WILL: Quit it. What are you even doing here? I thought you were Hanukkah-shopping with your mom.
GRACE: I'm off the hook. She called and said she wasn't coming into town. It's a Hanukkah miracle. It's like that time in Hebrew school when I bit into that dreidel on a hunch and it turned out to be chocolate.
WILL: Hey, look, could you do me a favor? I've had to pee for like an hour, but I didn't want to lose my place. Can you stay here while I go to the sub shop across the street?
GRACE: What if someone sees me?
WILL: Well, then they'll be excited to meet the cat in the hat. Five minutes!
CHERYL: Oh, no holdsies.
WILL: What?! You're not the line monitor.
CHERYL: Oh, this badge says different. [CHERYL HOLDS UP THE BADGE AROUND HER NECK.]
CHERYL: And if you start messing with fanilow line protocol, you're gonna have a lot of white, middle-aged people angry with you.
WILL: [SIGHS] Can she hold my place if I let you be first?
CHERYL: I think that'd be okay.
WILL: I'll be right back.
[WILL RUNS ACROSS THE STREET. CHERYL AND GRACE SWITCH PLACES IN LINE. GRACE SITS DOWN IN WILL'S CHAIR.]
CHERYL: So, uh, are you a fanilow, too?
GRACE: Oh, uh... No, dear. I'm a doctor's wife.
[GRACE CROSSES HER LEGS AND LEANS BACK. SHE LOOKS ACROSS THE STREET.]
[SHE NOTICES A RESTAURANT ACROSS THE STREET. THERE'S A FAMILIAR WOMAN SITTING AT THE TABLE IN THE FRONT WINDOW.]
GRACE: Is that--? That is my mother! She said she wasn't coming. Why would she lie to me?
CHERYL: I don't know. That's your mom? So you got this from your dad? [CHERYL OUTLINES A BIG NOSE ON HER FACE.]
CHERYL: Who's that cute guy that just sat down with her?
[JACK HAS SAT DOWN WITH BOBBI ADLER AND THE TWO OF THEM ARE TALKING AND LAUGHING.]
SCENE III: A Sub Shop
[WILL IS STANDING IN LINE, SHUFFLING HIS FEET IMPATIENTLY.]
WILL: [SIGHS] [TO THE WOMAN IN FRONT OF HIM] Excuse me. Can I just scoot in front of you? I just want to get the bathroom key.
WOMAN: No, I've been waiting.
[THE BIG, BEAR-ISH GUY IN LINE BEHIND WILL - RUDY - SPEAKS UP.]
RUDY: People are amazing, aren't they?
WILL: [INDIFFERENT] Hmm? Oh. Oh, yeah.
RUDY: If I was at the front of the line, I'd let you in.
WILL: [DISMISSIVE] Mmm.
[RUDY HOLDS OUT HIS HAND FOR WILL TO SHAKE.]
WILL: [WITH A CONDESCENDING SMILE] I really just want to use the bathroom.
[WILL'S CELL PHONE RINGS.]
WILL: [ANSWERING PHONE] Hello?
GRACE: [INTO PHONE] My mother is across the street having dinner with Jack. What do you think's going on?
WILL: [INTO PHONE] Well, what do you care? You didn't want to see her, you're not seeing her.
GRACE: [INTO PHONE] I know. I'm just curious. I'm a naturally curious person who's interested in how things work in the world.
WILL: [INTO PHONE] I thought you were a naturally lazy person who didn't care how things happened as long as she didn't have to do them.
GRACE: [INTO PHONE] Oh, yeah. That's who I am. Look, I'm gonna go and see what's up.
WILL: [INTO PHONE] No! Do not leave that line! If you do, I'll end up with second row center instead of first row center, and this is the only thing getting me through the holidays! Don't move! I'll be there as soon as I can.
[WILL HANGS UP.]
RUDY: Look, I know I'm fat, but I got a decent personality, and I make my own clothes.
WILL: I'm--I'm really not interested.
RUDY: I'd love to put you in a daisy duke denim romper. What size are you?
WILL: [FAKE LAUGH] Ha ha! [NOT LAUGHING] No.
SCENE IV: Outside the Theatre
[GRACE IS SITTING WAITING, TALKING TO CHERYL.]
GRACE: Why would they even be together?
GRACE: I mean, not that I care. I mean, beddah him than me. That's for sure. Beddah him than me. It's just weird, you know, 'cause my mother lives for her weekends with me. So, so it's a little weird.
CHERYL: You know what? Uh, even though I live alone, nobody likes me at work, and I follow a 57-year-old pop singer around the country, this is boring, so... Could you just talk to the person on the other side of you?
[KAREN WALKS UP TO GRACE.]
KAREN: Wazzup? Honey, I couldn't understand your message. "Some mary needs a line of blow?"
GRACE: I'm in line for Barry Manilow. Look, I've gotta run across the street, okay? Jack is having dinner with my mother and-- Hey, you don't know anything about that, do you?
KAREN: I know about a misguided gay man and a deluded older woman who have needs just like you and me.
GRACE: Never mind. Well, you just stay here. Will was waiting in line for tickets, and if I lose his place, he's gonna kill me, or, even worse, make me go to the damn show.
[GRACE RUNS ACROSS THE STREET.]
[KAREN SITS DOWN IN WILL'S CHAIR. CHERYL IS STARING AT HER. KAREN TURNS TO LOOK AT CHERYL.]
KAREN: You look odd.
SCENE V: The Restauraunt
[BOBBI ADLER AND JACK ARE HAVING DINNER.]
BOBBI: I'm devastated that you've decided to turn your back on your acting, dear.
JACK: Well, you know, Bobbi, sometimes when you turn your back, you create an opportunity for your front.
BOBBI: Yes, but acting is your life, dear. Without it, you're just another sexually confused boy.
JACK: Well, I don't know, you know. I feel like I've played all the great roles, you know? Man on bus, man at counter, man number 3. Woman. As a nurse, I only have to play one role: doctor.
WAITER: [TO JACK] Excuse me, sir. I'm supposed to tell you that a very buff gentleman needs to see you at the bar right away.
JACK: Bobbi, this sounds like a medical emergency. I just wish I had more time to put on a smock. Heh-heh...
[JACK STANDS UP AND WALKS TO THE BAR AND LOOKS AROUND.]
[GRACE TAPS HIS SHOULDER.]
JACK: [STARTLED] Aah! Grace! You scared me! [SIGHS] I'm gonna look all flustered for my buff gentleman.
GRACE: Jack, I am the buff gentleman.
JACK: Wow. Conceited much?
GRACE: Why are you having dinner with my mother? Please tell me it's because you're still working on a drag version of her.
JACK: Because she invited me. And I almost have the voice down. What's the big whoop?
GRACE: How would you like it if I had dinner with your mother?
JACK: Oh, that's not gonna happen. My mother doesn't care for you.
[GRACE SMACKS JACK ON THE FOREHEAD. SHE WALKS INTO THE DINING ROOM, TO BOBBI'S TABLE.]
BOBBI: [SURPRISED] Grace, what are you doing here?
GRACE: Never mind that. What are you doing having dinner with Jack on our traditional Hanukkah-shopping weekend? Oh, my God! And you're even having a traditional Hanukkah short ribs dinner?
BOBBI: Grace, I know you don't enjoy our time together. So I called someone who I know would enjoy it.
GRACE: Oh, well, great. Great, well, have fun. You don't need me, I don't need you. If you would rather spend time with Jack, then have fun. Live it up. "Beddah him than me" is what I'm saying. Beddah him than me.
[GRACE WALKS OUT.]
BOBBI: [LOUDER, TO THE OTHER TABLES] Such drama. She's never forgiven me for being the prettier sister.
SCENE VI: The Sub Shop
[WILL HAS USED THE RESTROOM AND IS RETURNING THE KEY TO THE CASHIER.]
WILL: [TO THE CASHIER] Your bathroom could use some freshening up... maybe an orchid in a small vase, or someone could help the man passed out in a puddle of Liquid Dial.
CASHIER: That's Tommy. He's on his break.
[WILL IS ABOUT TO LEAVE WHEN HE OVERHEARS RUDY.]
RUDY: [TO THE OTHER CASHIER] Is that Barry Manilow order ready yet?
WILL: [TO RUDY] So you mentioned a romper. How would that work exactly? Buttons down the front?
RUDY: [SUSPICIOUS] Yeah, I guess.
WILL: Subs are good here, huh? Especially to go. They travel well. And--and where will you be traveling with your subs tonight, I wonder?
RUDY: I'm Barry Manilow's road manager. He's got a Christmas concert across the street.
WILL: Oh!? Huh! Barry Manilow. There's a blast from the past. Singer, right?
RUDY: [SUSPICIOUS] Why are you talking to me?
WILL: You seem interesting. I'm sorry. It's just that I can't flirt on a full bladder. [LAUGHS] I'm empty now. [FLIRTY] Hi.
RUDY: You're a fanilow, aren't you?
WILL: A--a--a what? A what? A fanilow? Wh--wh--what is that?
RUDY: This is an interesting turn. To make it worse for you, you're actually kissing up to the right guy. I have direct access to the Manilow. I can even get you into the rehearsal to meet Barry. But you're not interested. Not so fat now, am I, brown eyes?
SCENE VII: The Theatre
[KAREN IS SITTING IN WILL'S CHAIR, TALKING TO CHERYL.]
KAREN: So you and Barry are lovers?
CHERYL: God, no. I wish! I've never even met him. But he has brought me to climax more times than any other man.
KAREN: And yet you stand in line on bitterly cold nights just to hear his music? I don't get it.
CHERYL: Well, have you ever heard his music?
KAREN: [CHUCKLES] No.
CHERYL: He makes you feel like he knows you, like everything you've ever felt and everything you ever wish is okay with him. He makes you feel less alone in the world.
KAREN: Eek. Sad.
CHERYL: No, it's impossible to be sad when you hear him.
[CHERYL TURNS ON HER BOOM BOX.]
KAREN: Okay, honey. Let's just agree to disagree on this one because I really--
["DAYBREAK" BY BARRY MANILOW BEGINS PLAYING.]
[MUSIC: It's daybreak, if you wanna believe, it can be daybreak. Ain't no time to grieve, said it's daybreak, if you'll only believe...]
KAREN: Oh! Oh, my! Oh, why-- Why, that's just...
[KAREN STANDS UP AND BEGINS DANCING.]
[MUSIC: And let it shine, shine, shine, all around the world...]
SCENE VIII: The Sub Shop
WILL: Look, Rudy-- God, you've got lashes for days. I think we got off on the wrong foot.
RUDY: Did we? 'Cause five minutes ago, you were looking at me like some monster you ran into in the woods.
WILL: [LAUGHS] Are you kidding? Maybe a--maybe a hot monster. [CHUCKLING] In--in--in in the forest of hunk. Heh. Grrrrr-rowl!
RUDY: Save it. You fanilows make me sick. But you did notice I got my lashes tinted, and none of the roadies did. So grab the Sun Chips, and I'll take you over to sound check and introduce you to Barry.
WILL: You will? You are such a nice man!
RUDY: If you go ou with me after the concert.
WILL: What?! Do you realize what you're suggesting? That is sexual blackmail!
RUDY: Yeah, I know.
WILL: Okay, so long as we're clear.
[WILL PICKS UP THE BAG OF CHIPS AND SOME DRINKS AND FOLLOWS RUDY OUT.]
SCENE IX: The Theatre
[GRACE HAS JOINED KAREN AND CHERYL OUTSIDE THE THEATRE.]
GRACE: [TO KAREN] You know, I'm glad she's with Jack. It's better this way.
KAREN: Yeah. You don't need her or her supermarket makeup.
GRACE: You said it. And you know what I say? Beddah him than me. That's right. Beddah him than me.
CHERYL: [TO KAREN] Don't talk to her anymore unless you want to hear that "better him than me" thing like a thousand more times.
GRACE: He could be her new daughter, for all I care. This is great for me! Great!
[CHERYL TURNS ON HER BOOM BOX. BARRY MANILOW'S "MANDY" BEGINS PLAYING.]
GRACE: Beddah him than me. That's right. Beddah him than me.
[KAREN, CHERYL, AND THE CROWD BEGINS SINGING ALONG AS GRACE LOOKS ACROSS THE STREET.]
ALL: [SINGING] I remember all my life, raining down as cold as ice.
[GRACE LOOKS SADLY ACROSS THE STREET AS THE CROWD SINGS AND SWAYS TO THE MUSIC.]
ALL: [SINGING] Shadows of a man, a face through a window, cryin' in the night, the night goes into morning, just another day.
[BOBBI AND JACK ARE TALKING AND LAUGHING.]
ALL: [SINGING] Happy people pass my way. Looking in their eyes, I see a memory
[GRACE JOINS IN, SINGING OFF-KEY.]
ALL WITH GRACE: I never realized how happy you made me.
ALL WITH GRACE: [SINGING] Oh, mommy! Oh, you came and you gave without taking, but I sent you away. Oh, mommy!
ALL WITH GRACE: [SINGING AND CRYING] You kissed me and stopped me from shaking! And I need you today! Oh, mommy!
[GRACE RUNS ACROSS THE STREET, SOBBING.]
SCENE X: The Restaurant
[BOBBI AND JACK ARE FINISHING UP DINNER.]
JACK: Oh, Bobbi, I love spending time with you. I tell ya, if I were 30 years older and you were 30 years younger... And a man. Wow! Imagine the feweworks!
BOBBI: Oh, fireworks. I tell ya, these days, I'm lucky if I can get Mr. Adler's fuse lit.
JACK: Oh, Bobbi, I love it when you work blue!
GRACE: [SOBBING] Mommy. I need to talk to you.
BOBBI: You're back. What is it, dear?
JACK: Grace, what are you doing--?
GRACE: Get out.
JACK: But you can't--
GRACE: Get out!
[JACK STUMBLES OVER A TABLE AND RUNS OUT OF THE RESTAURANT.]
GRACE: [SNIFFLING] It's not fair. You-- You're my mother, not Jack's. You gave me life, even though it almost killed you doing it, as you remind me every year on my birthday. So, not better him than me. Better me than him.
BOBBI: Oh. So you wanna be with me?
GRACE: Yes. I mean, the holidays are all about... misery and... obligation... and the Maccabees riding an elephant, or whatever the hell Hanukkah is about. And if I didn't have that every year, I'd--I'd miss it.
BOBBI: Oh, dear, I'd miss it, too, darling.
[BOBBI'S CELL PHONE RINGS.]
BOBBI: Oh! Excuse me.
[BOBBI PICKS UP HER CELL PHONE AND LOOKS AT THE DISPLAY.]
BOBBI: Oh, that's my mother. No way I'm getting that!
SCENE XI: The Theatre
[KAREN AND CHERYL ARE SITTING IN LINE.]
[JACK SEES KAREN AND RUNS ACROSS THE STREET TO HER.]
JACK: Karen, Grace is after me. If you see her, fire a warning shot into her hair. Wh--what are we in line for? God, from the looks of this crowd, I hope it's birth control.
KAREN: Oh, honey, it's the most wonderful thing. His name is Barry Manilow. He's cuter than Deepak, and you don't have to buy a lot of crap to believe in him. This is Cheryl. She's a fanilow.
CHERYL: The man makes me happy.
KAREN: This is Jackie. He's a fagalow.
JACK: The mens make me happy, too.
[RUDY AND WILL WALK UP TOWARDS THE THEATRE, CARRYING THE FOOD AND DRINKS.]
RUDY: [TO WILL] I'm gonna get you house seats for the show tomorrow night, but then remember what you said. You and me, a date.
WILL: I know what I said. We're going on a date. So, where do you wanna go?
RUDY: Well, the band leaves on the bus right after the show tomorrow night. So you're gonna have to come with me to Philadelphia. We'll have our date there. That's the deal.
RUDY: City of brotherly love. [CLICKS TONGUE.]
RUDY: Follow me. I'll take you straight to Barry.
[RUDY PUSHES HIS WAY THROUGH THE CROWD.]
RUDY: Out of my way, you stinkin' fanilows.
CHERYL: [TO WILL] Hey, wait a minute! You can't cut!
WILL: Actually, I can. I'm going to meet Barry Manilow.
RUDY: And then he's going on a date with me to Philadelphia.
WILL: But first, I'm gonna meet Barry Manilow.
RUDY: And then Philadelphia.
[RUDY AND WILL ENTER THE THEATRE.]
SCENE XII: Inside the Theatre
[WILL AND BARRY ARE SINGING "AMERICAN BANDSTAND".]
WILL AND BARRY: [SINGING] We're going hoppin' today, where things are poppin' the Philadelphia way. We're gonna drop in on all the music they play on the bandstand.
WILL: [DEEP VOICE] Bandstand.
[WILL AND BARRY LAUGH]
WILL: You're not half bad!
[RUDY WALKS IN.]
RUDY: Barry, I thought you were gonna clear out in a few minutes.
WILL: Wait, wait, wait. You don't have to go. You can stay, stay! Please stay.
RUDY: Barry's gotta go.
WILL: Yeah, I gotta go to the copacabaŅo. Ha ha ha ha!
[RUDY HANDS WILL A GLASS OF CHAMPAGNE, AND CLINKS HIS GLASS IN A TOAST.]