# Will & Grace (season 5)

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Will & Grace (1998-2006, 2017-2020) is a popular U.S. TV series. The main characters are: Will Truman, a gay attorney; his best friend, Grace Adler, a straight Jewish woman who runs her own interior design firm; Karen Walker, a very rich, alcoholic socialite; and Jack McFarland, an effeminate gay struggling actor. The show takes place in New York City.

### And The Horse He Rode In On [5.01]

    Karen: Earlier tonight, Lionel Banks invited me to his hotel room. Well, at first I didn't wanna go because, well, I'm a lady and I do have moral standards to uphold... [Karen, Jack, Will, and Grace laugh hysterically] I know, that was just for us. Anyway, so I go to his room, we start talking, have a couple of minibars, and, uh, next thing I knew, he's touching me. I couldn't stop him, I didn't want to. After years of being with Stan I felt like, finally! A man who knows how to make a woman feel like a girl, and how to make that girl feel like a slut, and how to make that slut feel like a woman!
    Jack: Sex is a drug, Karen. I should know; I'm a licensed dealer.

### Bacon and Eggs [5.02]

    [Jack is in a group interview for the job of Kevin Bacon's assistant]
    Kevin Bacon: Now, I thought that, instead of doing some boring interview, it might be good to find out what you know about me. I'm sorry, that sounds vain - me and my career.
    Jack: First film: Animal House. Character's name in Footloose: Ren McCormick. Number of films with full frontal nudity: four. Number of films with full sidal nudity: three. Number of films with rear frontal nudity: priceless.
    Kevin Bacon: The rest of you may go.
    Kevin Bacon: When the stalkers leave, it's the first sign that your career is slipping. It's a little tip I picked up from Val Kilmer.
    Will: You were in a movie with Val Kilmer?
    Kevin Bacon: No, but he was in Top Gun with Tom Cruise, and Tom Cruise was in A Few Good Men with me. [pause] Huh, that was a short one.

### The Kid Stays Out of the Picture [5.03]

    [Grace hasn't told Will about her romance with Leo]
    Grace: I've got to tell Will the truth. The whole truth.
    Karen: Well, maybe it's for the best. Then you and I can move on with our lives, out in the open, to love freely.
    Grace: Karen, we're not a couple.
    Karen: [smiles knowingly] Aren't we?
    Grace: [pause] No.
    Karen: Well, all I know is that when I woke up this morning, there was red hair on my pillow and lesbian porn in the VCR.
    Grace: Admit it. You're happiest when I'm miserable. I mean, come on. Isn't that our thing? Because then you don't have to look at how miserable you are.
    Will: Shut up, Grace!
    Grace: But I am not gonna be miserable for you. I am gonna try to be happy, and if you can't deal with that, then you are even more pathetic than I thought!
    Will: Get out of here.
    Grace: Go to hell!
    Will: No, I mean it - I want you out of here in two weeks! You don't live here anymore.

### Humongous Growth [5.04]

    Jack: I don't know how much longer I can live with Will. Every time I get in the shower with him, he's like "Jack, get the hell out of here!"
    Grace: Eew. Eew. I think I just stepped in a puddle of throw-up. Throw-up makes me throw up.
    Will: Quit jumping. You're gonna have two puddles.
    Grace: Please look. Is that throw-up?
    Will: Look for yourself! I'm not your vomit-looker.

### It's the Gay Pumpkin, Charlie Brown [5.05]

    Grace: Oh God, two guys are already lined up for the next Star Wars movie. I'm gonna show up there in two years and cut right in front of them.
    [Karen catches Stan having an affair]
    Karen: Stanley, that had better be me you're having sex with!

### Boardroom and a Parked Place [5.06]

    Will: I love the opera. Getting dressed up, hanging out with fabulous people, drinking champagne. If it weren't for the damn music, it'd be a perfect evening.
    Mr. Stein: I want to thank you, Will, from the heart of my bottom...no, wait...strike that, reverse it.

### The Needle and the Omelet's Done [5.07]

    Jack: Friends, it's finally happened - my fame has reached a whole new level. I just got recognized on the street!
    Will: Jack, someone yelling "queer!" from a passing car is not a fan.
    Jack: They say that acting is reacting. I say that acting is attracting - are you attractive enough? [looking at class] I see a lot of puzzled faces, but not many attractive ones.

### Marry Me A Little [5.08]

    Will: Leo, great. And Grace, best of luck.
    Grace: Best of luck? Well thanks for coming to my Bat Mitzvah, Uncle Hochum! Have a safe drive back to Syosset!
    Karen: I don't know what half those words meant.
    Bobbi Adler: So, where are you kids going on your honeymoon?
    Grace: We haven't really talked about it yet.
    Eleanor Markus: Oh! You should take her to your cabin.
    Grace: You have a cabin?
    Leo: Yeah, I go there to fish.
    Grace: You fish?
    Leo: Mm-hmm. I learned in Africa.
    Grace: You were in Africa?
    Leo: Yeah, when I was with Doctors Without Borders.
    Grace: You were with Doctors Without Borders?
    Rosario: Have you two met?

### Marry Me a Little More [5.09]

    [Grace is getting married]
    Jack: This is a big day for you. You're not just losing a best friend...you're losing a hag.
    Will: She is not my hag. She's just the most important person in my life who used to be in love with me, and who for 15 years hasn't left my side. [pause, chokes up] She's been one hell of a hag!
    Leo: Will, I just want you to know that I'll do everything I can to make her as happy as you have... well, plus sex.

### The Honeymoon's Over [5.10]

    Grace: There was a bar...in the pool! I swear, swimming any other way but drunk is just stupid.
    Will: [after waiter pours wine on him] Why are you laughing? It's not funny!
    Elton John: [turning in his chair] It's a little bit funny.

### All About Christmas Eve [5.11]

    [Will and Grace get out of a foul-smelling cab]
    Grace: That was intense. What was that?
    Will: That wasn't B.O. That was B.O.-My God!
    Grace: What is the scent of that guy's air freshener, onion and feet?
    Karen: Jackie, look at all this food. We are so blessed.
    Jack: I know. There are poor people who dream their whole lives of a meal like this.
    Karen: Oh, I know what we should do! Let's take a picture of ourselves eating it and send it to them!
    Jack: Wow, Karen, you are like a female Jesus!

### Field of Queens [5.12]

    [Will and Grace watch Karen flirt with a guy]
    Grace: Aww, look at her all nervous and shy. Like a teenage girl.
    Will: Yeah...'Are You There God? It's Me, Satan.'
    Jack: [interior monologue while playing soccer] Here I am, I'm fast and lean, I'm a mean machine, I'm...what rhymes with lean? Penis? Heh, penis.

### Fagmalion Part 1–2 [5.13–14]
#### Gay It Forward [5.13]

    [Jack wants to help Barry, who is recently out of the closet]
    Jack: We senior gays have a responsibility to the freshmen: to teach them, to bring them along. [points to Will] Why, I helped this caterpillar become a chubby little butterfly. And now you should do the same for Barry.
    Will: Why? Why is this my responsibility?
    Jack: Because that's what we do in the community — we gay it forward.
    Will: How long have you been sitting on that one?
    Jack: Pretty much since the movie came out.
    Grace: I don't really have a lot of girlfriends. Well, I do, but they're men.

#### Attack of the Clones [5.14]

    Jack: Man, making someone gay is exhausting! I don't know how my mother did it!
    Karen: Hey, what the hell did you two Mork and Mindy-lookin' sons of bitches do to my cousin Barry? You were supposed to help him be gay, but you didn't finish. Now the poor kid's so confused that he's sitting around on the couch watching football in a Spandex onesie!
    Will: We just got started. This is a guy who, 24 hours ago, thought that Batman and Robin just fought crime together!

### Homojo [5.15]

    Jack: Kare, throughout all my struggles, you've constantly been partially there for me. Is there anything I can pretend to do for you now?
    Karen: Now that you mention it, there is. There's one more box of my personal effects left at the manse. It's mostly personal stuff: photos, birthday cards, the receipt I got from Rosario's parents when they sold her to me. Could you...?
    Jack: What are you saying? Would I like to spend a few unsupervised hours rummaging through your closet? Does a gay bear have anonymous sex in the woods?
    Karen: Which lever do I pull to be crushed by a safe?

### Women and Children First [5.16]

    Grace: Karen, are you all right? You haven't touched your muffin.
    Karen: Honey, please, since Stan left I've done nothing but touch my muffin!
    Karen: C'mon, Grace. Let's get back in there. We've got a room full of lovely ladies. Let's put some music on and get those tops off.
    Grace: You know it's not that kind of girl's night, right?
    Karen: [smiles] We'll see.

### Fagmalion Part 3–4 [5.17–18]
#### Bye, Bye, Beardy [5.17]

    Will: Barry, it's okay that you didn't like The Broken Hearts Club or Kiss Me, Guido. I'll tell a little secret we like to keep in the community: Gay movies suck. But, until the laws change, we're still obligated to see them.
    Grace: [Laying out dresses] This one's slitty, this one's slutty, this one's titty, this one's butty.

### The Guy Who Loved Me [5.18]

    Karen: Hello, maintenance? This is Mrs. Walker in 1526. I'd like to put my drink on the mantle; could you send someone up to move the fireplace?
    Will: [to Barry] I want us to date.
    Jack: But you can't date both of us because we're best friends. I would never do anything to hurt my friend Will, who wears a wig and a truss.

### Sex, Losers and Videotape [5.19]

    Jack: I've helped a lot of people get in touch with their emotions and discover their sexuality. And by "theirs", I often mean mine.
    Karen: So, Mr. Stein, now that we have Will's blessing, how would you like to come to my plush suite at the Palace Hotel?
    Mr. Stein: I don't know. Now that it's not forbidden, it's just not as exciting.
    Karen: Yeah, you're right. Let's go pick up another couple.
    Mr. Stein: Awesome.

### Leo Unwrapped [5.20]

    Grace: Just a reminder: Tomorrow is my birthday. Just another reminder: My husband left me alone to help the needy, so the presents need to be bigger and better.
    Will: I got you something great. Want a hint?
    Grace: No! You know I have to be surprised. Remember two years ago, how mad I got when you left my present out for me to find?
    Will: Left it out? It was hidden in a storage locker in Queens, which I rented under an assumed name. You bit through a combination lock!
    Grace: Well, just make sure it doesn't happen again.
    Will: You can't go home, you'll ruin the surprise. Look, you can crash in my bedroom tonight, and tomorrow you can help me with the party. How are you with a pastry bag and Rosette tips?
    Leo: I've never tried them, but why don't we hold each other for awhile, and see how we feel after that?

### Dolls and Dolls [5.21]

    Karen: [knocks on the washing machine door glass] Where are the fish?
    Jack: No, Karen. It is a laundromat. People come here to clean their clothes. Then they reuse them.
    Karen: Why, poor people are just plain clever. I wonder, why they can't figure out a way to make more money?
    Liz: So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered and I couldn't really afford it on my own. So what's your story?
    Karen: Since my marriage ended I've been living at The Palace, and even though I've made a lot of swell friends... it's lonely. [she tries to pour a soda into a glass without opening it] I want a real home, with real people. I mean you're real, right?
    Liz: [opens and pours the soda as Karen looks in awe] Super real. So, okay, true or false? I'm easy to live with.
    Karen: Um, true.
    Liz: False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.
    Karen: You're in music?
    Liz: I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on TV. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"... [pause] "The 90's"...
    Karen: Well I can see why you'd want to keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.
    Liz: You should know that I like things done a certain way; just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.
    Karen: Um, Liz, I know we haven't known each other very long but I think that you might be just about the most interesting person I've ever met... I could learn tons from you.
    Liz: Okay, okay, true or false... I think you're great?
    Karen: Um, false.
    Liz: True!
    Karen: Oh, this game is so hard!

### May Divorce Be With You [5.22]

    Karen: I'll get a new lawyer. A better lawyer. A gayer lawyer!
    Will: Well, good luck finding that.
    Jack: I'm leaving. It looks like I'm the only one around here with any dignity!
    Cameron: Is that my watch?
    Jack: I'm not going to dignify that with a response!

### 23 [5.23]

    Jack: Gosh, Grace, it was so sweet of you to cook Will and Karen dinner.
    Grace: Well, you know, I just figured after a long day at the divorce hearing, it would be nice to come back to a home-cooked meal.
    Jack: You're so generous. I swear, if you weren't Jewish, you'd definitely go to heaven.
    Grace: Thanks Jack. And if you weren't gay, you'd go there, too.
    Lorraine Finster: [whispering] Pssst. I'd like you to have all your things out by tomorrow morning, all right?
    Karen: [whispering] Oh, okay. Oh, pssst. I'd like you to eat me.

### 24 [5.24]

    [Grace is torn between going on a luxurious vacation with Karen and going on a grueling Doctors Without Borders assignment with Leo]
    Leo: Why don't you go? I love you, but let's face it: The idea of you doing something selfless is a joke.
    Grace: I love that you get me!
    [Karen's elderly, nearsighted driver is steering the ship]
    Will: That's the captain? That's your limo driver!
    Karen: Drive a car, drive a boat, drive a plane...As long as I'm drunk, what's the difference?