Will & Grace

Fagmalion Part Three: Bye, Bye, Beardy

Season 5, Ep 17, Aired 2/20/03
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  • Episode Description
  • As Karen battles Beverley Leslie at a silent auction at the Human Rights Campaign gala, Jack and Will unveil the new and improved Barry. But, as the transformation comes to an end, Will discovers that his feelings for Barry may run deeper than he thought.

  • Cast & Crew
  • Eric McCormack

    Will Truman

  • Debra Messing

    Grace Adler

  • Megan Mullally

    Karen Walker

  • Sean Hayes

    Jack McFarland

  • Alex Herschlag

  • Fan Reviews (3)
  • When Jack said "Barry will you go out with me!" if I was Will I would have came up their and gave him a Karen Slap LOL!.

    By matrix103, Dec 07, 2007

  • This episode helped me prove something related to Pygmalion.

    By bowladdict, Nov 17, 2007

  • Will relizes his feelings for Barry

    By SMGslayer97, Dec 10, 2006

  • Trivia & Quotes
  • Quotes (18)

    • Grace: You are a gorgeous man, who's smart, sexy and kind. Will: Wow, how many deviled eggs did you have?

    • Beverly: That dinner is mine, you sad, pickled woman! Karen: It's mine, Baby Gap! (Beverly writes down a bid) Beverly: Top that, Mrs. Walker. Karen: I can't. Since Stan left me, I can't throw around money with the same ease that I can throw around you.

    • (Jack shoos away a guy from Barry) Barry: Why did you do that? He seemed great. Jack: You just rejected one of the hottest guys here. Everyone will be talking about it. Look around. Your mystique level just went up, like, 158 points. Barry: Wow, 42 more, I can upgrade to business gay.

    • (Jack enters and poses at the top of the stairs) Jack: (loudly) Hello, girls! Dolly's back in town.

    • Barry:: Wow, that guy's been checking me out all night. Will: He's not right for you! Barry: Why? Oh, right. Jack's rule: Never date someone white after Labor Day.

    Show More Quotes

    Notes (2)

    • At the live taping of this episode, Karen says this to her manicurist: "Careful with those tips, I want 'em nice and pointy in case I have to stab someone in the neck." The original script had Karen referring to her manicurist as "Miss Saigon," which is a cultural reference to the stereotype that many Vietnamese-American women work as manicurists. It was left out in the final edit for being too racy.

    • Taped on Tuesday, Jan. 21st, 2003.

    Trivia (2)

    • Kathleen Wilhoite, who played the hairstylist, Sally, also played the role of Liz Danes on Gilmore Girls. Scott Patterson who appeared in "Das Boob" plays Liz Danes' brother, Luke, on the same show. Both actors guest starred on this show, and played siblings on another show.

    • Brian A. Setzer plays the uncredited part of Benji, Beverley Leslie's "business associate."

    Allusions (2)

    • Episode Subtitle: Bye, Bye, Beardy This is an allusion to the Broadway musical "Bye, Bye, Birdie," the plot of which revolves around rock and roll superstar Conrad Birdie and the complications that arise when his agent stages a publicity stunt. This is reminiscent of Will and Jack "introducing" Barry to the gay community at the HRC benefit.

    • Jack: Go keep an eye on Barry, he doesn't understand how predatory some of these guys can be. Ooh, excuse me, I see a defenseless queerling who's wandered away from the flock. The word "queerling" is a reference to the word "yearling" or an animal that is one year old or has not completed its second year. Jack is therefore behaving like one of the "predatory" guys he cautions Will to keep an eye out for, by going after this "queerling".

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