Original Airdate 1/22/2004
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)
Hal Linden (Alan Mills)
Keone Young (Happy Noodles Owner)
Don Perry (Bertram)
John O'Brien (Man)
Paul Witten (Gallery Owner)
Brandon Routh (Sebastian)
SCENE I: Will's Apartment
[JACK, WILL, GRACE, AND KAREN ARE SITTING AT THE TABLE ENJOYING DINNER.]
GRACE: This dinner is delicious. And I love that it's all finger food.
WILL: Grace, just 'cause you eat half a chicken like it's an apple doesn't make it finger food.
GRACE: I'm cute. Ooh. You know how I love to talk about food I'm going to eat while I'm already eating food?
ALL: We do.
GRACE: Okay, check it out. A great new noodle shop opened across from my office.
[GRACE PULLS A MENU FOR "HAPPY NOODLE" OUT OF HER BAG.]
GRACE: Happy Noodles. You know, with all the ugliness in the world, a good noodle shop just seems to be God's way of saying everything's gonna be okay.
[KAREN TAKES THE MENU FROM GRACE.]
WILL: I believe that's from the book of "noodlerami."
KAREN: [LOOKING AT THE MENU] This menu rocks! Every dish is more incredible than the last. Should I take the uppers down a notch, or do I actually care about noodles?
JACK: You know, Will, since we're pairing off, what are we gonna do tomorrow night?
WILL: Well, I was gonna go to this art opening.
JACK: Ooh, that sounds great. I'd love to join you.
WILL: It's not a person named "Art," you understand?
JACK: [SIGHS AND ROLLS EYES] Yes, I know. But there's always a lot of rich, old gay guys at those things looking for younger gay guys to take care of. You know, the way Dick Cheney takes care of George Bush.
SCENE II: An Art Gallery
[WILL AND JACK ARE STANDING AT A PAINTING. WILL IS STUDYING THE PAINTING, WHILE JACK LOOKS AROUND THE ROOM.]
WILL: Fascinating. It says his influences are Dali, Cezanne, and Monet. Yikes! Look at the price. Hello, "Dali." That's a lot of "Monet."
JACK: Yeah, why don't you type that up and send it in to Smarty's Digest?
WILL: Could you at least pretend to be interested in the arts?
JACK: I am distracted! Okay. This place is chock-a-block with rich, old gay guys ripe for the pickin'.
JACK: Ooh, an 80-year-old in an ascot. Wish me luck. [SINGING] Anna, Anna, Anna, Anna Nicole, you're so outrageous...
[JACK SHUFFLES OVER TO A SHORT, OLD MAN.]
[WILL PICKS UP AN HORS D'OEUVRE FROM THE TABLE. HE TAKES A BITE AND GAGS AND SETS IT DOWN ON THE TABLE. A WAITER NOTICES AND GLARES AT WILL.]
[WILL CHUCKLES NERVOUSLY AND PICKS IT UP. WHEN THE WAITER TURNS AROUND, WILL LOOKS AROUND AND DROPS IT ONTO THE HAT OF A WOMAN PASSING BY.]
[A DISTINGUISHED, ATTRACTIVE, OLDER GENTLEMEN WALKS UP TO WILL.]
ALAN: I saw that. But don't worry. I put a mushroom cap in that hat earlier.
WILL: I'm sorry, it's just-- Women in big hats tap a hidden rage in me.
ALAN: You know what makes me mad? Squirrels in Central Park that make eye contact. Very unsettling. You know, you-- You have almost perfect features. Actually, only yesterday, I gave your lips to a young lady for her sweet sixteen. And your cheekbones to a Doobie Brother.
WILL: Ah, you're either a plastic surgeon, or I'm Mr. Potatohead. Will, Will Truman.
ALAN: I'm Alan Mills. What is it you do, Will?
WILL: I'm a lawyer.
ALAN: Please. You must have passed the bar at 12.
WILL: [CHUCKLES] Stop it, I-- I don't look that young. Although when the judge calls a recess, I instinctively grab my juice box and run for the monkey bars.
[CUT TO JACK, TALKING TO BERTRAM.]
BERTRAM: Of course, the war brought us out of the depression.
JACK: Mm, yeah. Depression's rough. Yeah. You know what pulls me out of it? New shoes. New anything, really.
JACK: I love when people give me things.
[CUT BACK TO WILL AND ALAN.]
ALAN: If you like it so much, why don't you buy it?
WILL: Oh, no, no, no. It's a little out of my range. If I'm gonna spend a ridiculous amount of money, I want it to be for something practical, you know, like a-- like a sweater.
ALAN: Please. Please, if people were practical, my only patients would be the occasional burn victim. We're out of champagne.
[ALAN TAKES WILL'S CHAMPAGNE GLASS.]
ALAN: Excuse me.
[ALAN EXITS INTO THE OTHER ROOM.]
[CUT BACK TO JACK AND BERTRAM.]
BERTRAM: I still have shrapnel in my spine.
JACK: [LAUGHS LOUDLY] Oh, Bertram, you're killing me. You're funny, you're smart. I just want to pick you up, put you on my hand, and make a wish. [LAUGHS] Yeah, yeah! Can I have your watch?
[CUT BACK TO WILL.]
[THE GALLERY OWNER TAGS THE PAINTING WILL HAS BEEN LOOKING AT.]
OWNER: [TO WILL] Congratulations, Mr. Truman. You can pick this up after the show.
WILL: Well, no-- no, you made a mistake. I--I didn't buy that.
[ALAN RETURNS WITH TWO FULL CHAMPAGNE GLASSES, GIVING ONE TO WILL.]
ALAN: That's right, I bought it for you.
WILL: Oh, oh, no. No, Alan, I can't-- I can't take that.
ALAN: Please, take it, darling, I'm rich. And it gives me pleasure to see people who appreciate art.
WILL: Well, I-- I don't know what to say. Thank you.
[WILL AND ALAN CLICK GLASSES.]
ALAN: You know, there's another opening tomorrow night at the Locus Gallery. Why don't we meet out front, say 7:30?
WILL: That sounds nice, but I--I think--
ALAN: Of course. We have to eat first. Make it 6:00 at the Mercer Kitchen.
WILL: Well, sure. Ah, but-- But dinner's on me.
ALAN: We'll see.
[JACK WALKS UP TO WILL.]
JACK: I'm in! Bertram asked for my number. And to remind him where he was.
WILL: That guy just bought me this painting.
JACK: What?! I want a painting. I want something.
[BERTRAM WALKS UP TO JACK.]
BERTRAM: Jack, you said you didn't have a watch.
JACK: [SMILING] Yes.
BERTRAM: It's 9:30.
[BERTRAM WAVES A PIECE OF PAPER.]
BERTRAM: I'll call you tomorrow.
[BERTRAM SMACKS JACK'S BUTT AS HE WALKS OUT.]
SCENE III: Happy Noodle Restaurant
[GRACE AND KAREN ARE SITTING AT A TABLE, ENJOYING A BIG BOWL OF ASIAN NOODLES.]
KAREN: Honey, these noodles are terrif'. And that's a big compliment coming from me. I'm Asian.
GRACE: They're amazing, aren't they? I just want to strip naked and writhe around in a giant take-out container full of them.
KAREN: And I guess I'm done. [KAREN PUSHES HER BOWL AWAY.]
[THE HAPPY NOODLE OWNER SETS A TIN CARRY-OUT CONTAINER ON THE TABLE.]
OWNER: Well, here is your Happy take-out order.
GRACE: Yay, I'm so excited. I can't wait 'til I'm hungry again. You know, Happy noodles really do make me ha-- Ow!
[GRACE DROPS THE HOT CONTAINER ON THE FLOOR. THE NOODLES SPILL OUT.]
GRACE: Oh, no, my beautiful noodles.
[GRACE BENDS OVER TO PICK UP THE NOODLES.]
KAREN: Grace, please! [KAREN CROSSES HER LEGS.]
KAREN: [TO THE GUY AT THE NEXT TABLE.] The girl will do anything to get a peek at my pie.
OWNER: Don't worry miss, uh, we will take care of it.
GRACE: I am so, so sorry. I didn't know that they were gonna be that hot. I guess I'm gonna need another order.
OWNER: Absolutely. That's $7.95.
GRACE: Huh? I shouldn't have to pay for that. It's replacement noodles.
OWNER: You order noodles, you have to pay.
GRACE: Are you kiddin' me? This was totally your fault. Everyone knows, if someone brings you something hot, they're supposed to say, [ASIAN ACCENT] "hot plate, hot plate."
GRACE: And the top wasn't put on properly. You're supposed to go-- "Ch-ch-ch-ch-ch-ch-ch-ch" -- All the way around. But you, you were like, "Ch-ch-ch -- I'm tired."
GRACE: You know what? You just made the biggest mistake of your life, my friend.
KAREN: Big mistake.
GRACE: I am not someone that you want to trifle with.
KAREN: You don't want to trifle with her.
GRACE: You are gonna rue the day that you ever messed with Grace Adler.
KAREN: Grace Adler is a mess.
GRACE: I know a lot of noodle lovers. And when I tell them what happened at Happy Noodle, they're gonna snub you hard and walk the extra ten feet to Lucky Noodle. Good-bye.
[GRACE EXITS THE RESTAURANT.]
KAREN: You hear that? She's bi.
SCENE IV: Will's Apartment
[KAREN IS SITTING ON THE SOFA WHILE GRACE TALKS ON THE PHONE TO HER FRIEND.]
GRACE: [INTO PHONE] So, Ellen, swear that you will never eat at Happy Noodles again. Swear on your mother's life. Oh, when did that happen?
GRACE: [INTO PHONE] Oh, sorry. Okay. Anyway, don't eat there.
[GRACE HANGS UP.]
KAREN: Honey, why? Why do you care about this so much?
GRACE: Because at some point in your life, you've gotta start caring about something. And I'm starting with this. I know that it seems small compared to homelessness, and the war in... [MUMBLING] Zazamzia... But... Still, evil exists when good men do nothing. About noodles.
JACK: [SIGHS] Hey. Sorry I'm late. I had to walk Bertram home from our date. That's right. Walk. My millionaire believes in being thrifty. I tell ya, if there was a step he took that didn't have a fart after it, I didn't hear it.
KAREN: It sounds like this woman in my office. Boy, can she let 'em rip! [BLOWS RASPBERRY] Pew. Stinky.
GRACE: Um, so where's Will? I thought we were all supposed to have dinner together.
JACK: He's probably out with Alan. Ugh. Those two are meant for each other. Alan's got a fortune, and Will's got four chins.
GRACE: Who's Alan? I don't know this Alan.
JACK: Will bagged himself a rich, old dude. Yep, our Will's a trophy boy. Meanwhile, all I got was this bus schedule and you do not want to know what I had to do to get this.
GRACE: You are crazy. Will would never go out with someone just because they're rich and they could buy him things.
[WILL ENTERS, FOLLOWED BY ALAN. THEY ARE CARRYING MANY SHOPPING BAGS.]
WILL: Guys, guess what? Alan just bought me a horse!
WILL: Alan, these are-- These are my friends. This is Jack, Karen, and Grace.
ALAN: Hi, nice to meet you. A pleasure. Wait 'til you see the cowboy hat. Will thinks he can't wear it with the new bathing suit, but when he puts on that bolo tie, it just pulls the whole outfit together.
[ALAN PULLS THE COWBOY HAT OUT OF THE BAG.]
ALAN: Try it on, Will, let's see what they think.
WILL: All I did was say that I liked Stetson cologne, the next thing I know, I've got a hat and a horse.
[WILL PUTS THE HAT ON.]
GRACE: It takes me back to the old west. The old West Village.
KAREN: Yeah. Howdy, domestic pardner.
[ALAN'S BEEPER GOES OFF.]
ALAN: Oop, sorry, gotta run. I've gotta give the local traffic girl the ass of the local weather girl. Nice to meet you all. Uh, Will, I snuck a little something into the Gucci bag.
WILL: It better not have been--
ALAN: It might have been.
WILL: You-- Geez.
[WILL LOOKS THROUGH THE SHOPPING BAGS.]
WILL: Oh, God, I don't believe it! [PULLS A PAIR OF PANTS FROM THE BAG.] Leather pants!
[WILL LOOKS THROUGH THE OTHER BAGS.]
WILL: Oh, Alan, you did not! I'd have never gone to Hermes if I thought he was gonna buy me everything I pointed to.
[EVERYONE QUIETLY STARES AT WILL.]
GRACE: You've got a sugar daddy!
JACK: This is so unfair! I would do a sugar daddy for a horse. Hell, I'd do a horse for a sugar daddy!
WILL: I do not have a sugar daddy. I resent the implication. There is nothing going on here. I happen to have a wealthy, older friend who--who likes to be in the dressing room when I happen to be trying on swimsuits.
[WILL GATHERS UP HIS BAGS AND WALKS BACK INTO HIS BEDROOM.]
WILL: Oh, my God, I have a sugar daddy!
SCENE V: Happy Noodle Restaurant
[GRACE IS STANDING INSIDE THE DOORWAY HANDING OUT FLYERS TO PEOPLE AS THEY ENTER THE RESTAURANT.]
GRACE: Don't eat here. The noodles are hot and they charge for them. Okay, don't eat here. The noodles are hot and they charge for them.
MAN: I don't see the problem.
GRACE: Look, I don't have time to tell you the whole story. It's on the flyer.
MAN: Okay, I'll read it while I eat my noodles.
GRACE: Thanks, I appreciate-- G'ohh!
OWNER: Hey! Hey, you can't do that in here.
GRACE: Well, it's cold outside.
OWNER: Look, you're gonna have to leave.
GRACE: Fine, but this isn't over. I've got friends, you know, friends who love cheap Asian food with unisex bathrooms. And every single one of them has sworn a solemn oath not to eat here until some serious changes are--
KAREN'S VOICE: Honey, I need some more hoisin sauce.
JACK'S VOICE: And could you top off my Sprite?
[GRACE GASPS AND WALKS AROUND THE CORNER. JACK AND KAREN ARE SITTING AT A TABLE EATING NOODLES.]
GRACE: What the hell are you doing here?!
[KAREN AND JACK FREEZE.]
KAREN: [THROUGH CLENCHED TEETH] Stay perfectly still.
GRACE: Karen, just because you're not moving doesn't mean I can't see you!
KAREN: Honey, calm down. So I slipped once.
GRACE: Here you go, Karen. And since you've been here every day this week, this one is on the house. And, oh, be very, very careful. Hot plate, hot plate. [HE GLARES AT GRACE.]
JACK: C'mon, Karen, I'll be lady and you be the tramp.
[JACK PICKS UP A NOODLE AND HE AND KAREN START NIBBLING AT THE ENDS. BEFORE THEY CAN MEET IN THE MIDDLE, GRACE GRABS THE NOODLE AND THROWS IT ACROSS THE RESTAURANT.]
GRACE: This isn't about noodles. This is about supporting your friends. And if it's important to me, it should be important to you. Shame on you.
JACK: Whew. Somebody needs to get laid.
SCENE VI: Alan's Apartment
[ALAN LETS WILL INTO HIS APARTMENT.]
WILL: Uh, Alan, I-- I want to talk to you.
ALAN: First, I have a little something for you.
[ALAN HANDS WILL A BOX.]
WILL: See, that's what I want to talk about.
ALAN: What, I can't hear you when the lid is on.
[WILL OPENS THE BOX. IT'S A PAIR OF SKI BOOTS.]
WILL: Chanel Apres ski boots?
WILL: Shut up! I've always wanted these and never, ever needed them.
ALAN: Well, you'll need them now for our little ski vacation in the Swiss Alps. And don't bother packing, I've got everything you need.
WILL: [JUMPS UP AND DOWN] Whee! [PUTS THE BOOT DOWN] No! No. No, I can't. Look, I, uh-- I really appreciate all the gifts, Alan. And--and everything, but I-- I think you may have the wrong idea about our relationship.
ALAN: And what would that be?
WILL: Well, I don't know. You give me all this stuff. Maybe you're expecting something in return.
WILL: Something... more than a handshake.
ALAN: A hug?
WILL: A hug... with friction.
ALAN: You think I'm trying to get you into bed?
WILL: Well, Alan, come on. You-- You're a wealthy, older gentleman who appreciates art, and-- And you said yourself, I resemble Michaelangelo's David. If David was on a strict, low-carb diet.
ALAN: I also appreciate Sumerian urns, but I never tried to hump one. Will, I think of you as a friend. I happen to be very generous with my friends. If that confused you, I'm sorry.
WILL: Alan, I'm so embarrassed.
ALAN: You know what? I think we're done here. You can let yourself out.
[ALAN EXITS THE ROOM.]
[WILL PICKS UP THE BOX AND WALKS TOWARDS THE DOOR.]
ALAN'S VOICE: And leave the boots.
[WILL SETS THE BOX DOWN AND EXITS.]
SCENE VII: Grace Adler Designs
[GRACE IS WATERING HER PLANT WITH A SPRAY BOTTLE. SHE STOPS AND SNIFFS THE MIST.]
GRACE: Is that... vodka? Unbelievable.
[GRACE PUTS THE NOZZLE IN HER MOUTH AND GIVES IT A FEW SQUIRTS AS KAREN WALKS IN.]
KAREN: Oh, are we drinking? I'll join you.
GRACE: Don't bother. I only drink with my friends.
KAREN: Oh, come on, honey, I couldn't stay away. Those noodles are so good.
GRACE: But that is just the point. Don't you get it? This is about taking a stand. And the only stands that are worth taking are the ones that really cost you. You think this boycott's been easy on me? Not a day goes by that I don't think about a big bowl of buckwheat noodles. Swimming in a savory broth, with just a few small pieces of tempura gently floating on the top. Or one of those round pieces of pork that the edges are still red, and then you--and then you take the little shaker with--with red pepper, I think it is-- and you sprinkle it very, very lightly on-- Oh, the boycott's over. I'm starving, let's go.
SCENE VIII: An Art Gallery
WILL: I hope Alan's here. I want to apologize to him. I...I really blew it.
JACK: I thought you said nothing happened. Ha-Ha! Wak, wak, wak!
WILL: What happened with you and Bertram? Did you get that subway map you had your eyes on?
JACK: We broke up. He wouldn't come out to his mom. Hey, there's Alan.
[JACK POINTS OUT ALAN, ADMIRING A PAINTING.]
WILL: I'm gonna go talk to him. I hope we can get back what we had, you know, a relationship of equals. Where one of the equals never has to bring a wallet.
[WILL WALKS UP BEHIND ALAN.]
WILL: Interesting. You know, I think I did that in snow once.
ALAN: Hello, Will. You know, I thought of you just today. I sent off a contribution to the Howard Dean campaign. I hope he didn't take it the wrong way.
WILL: Okay, I deserved that. Look, I misjudged you and-- and I'm so embarrassed that I went to such a cynical place.
[A YOUNG, TALL GUY IN A COWBOY HAT WALKS UP AND HANDS A GLASS OF CHAMPAGNE TO ALAN.]
ALAN: Oh, thanks, honey.
WILL: It-it's just-- I-I've never-- Hi. I-I've never-- I've never had a friendship with someone like you before, and it's not just the age thing, it's--it's-- Okay, what's going on here? That is my outfit.
ALAN: Was... Heh. And Sebastian fills it out so much better.
SEBASTIAN: I'm curvy where it counts.
WILL: So, he's-- He's what? My replacement?
ALAN: Oh...replacement's such an ugly word. True, but ugly. Face it, you're getting to be a little long in the tooth for a boy toy.
WILL: I am not! I could totally be a boy toy.
ALAN: You keep telling yourself that, grandpa.
WILL: Hey, hey, hey... There are plenty of people who would buy me. You know, and-and-- and it wouldn't take any Chanel Apres ski boots either. There isn't a single old guy here who couldn't have me for a lot less!
[EVERYONE SUDDENLY IS STARING AT WILL.]
ALAN: What a proud moment for you. Come on, Sebastian, let's get you tanned.
WILL: Don't worry about me. I'll be fine. I'm 29. I'll bounce back.
[LATER... WILL IS TALKING TO JACK.]
WILL: How did this happen? When did I get too old to be a boy toy?
JACK: Oh, Will. About ten years ago. But look at the bright side. You're now the older man with money. You can actually have a boy toy.
WILL: [SCOFFS] Yeah, right, like-- That is kind of cool. I could make some hot young guy my plaything.
JACK: Oh, no, thank you, I think we're better off as friends.
WILL: You're sure? I'd get you a metro card to go with that bus schedule.
JACK: Ew, no. Get away from me.
[JACK RUNS OUT OF THE ROOM, WITH WILL CHASING HIM.]
WILL: What would you do for a Sunday paper?