Will & Grace

Fagmalion Part Two: Attack of the Clones

Season 5, Ep 14, Aired 1/30/03
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  • Episode Description
  • Will and Jack continue their campaign to adapt Karen's awkward cousin Barry to his new lifestyle—but their flamboyant efforts to help him only remind Will of his own clumsy experiences when he came out in 1986. Elsewhere, Grace feels abandoned by Leo when he leaves for three weeks to offer his medical services to the needy in Africa.

  • Cast & Crew
  • Eric McCormack

    Will Truman

  • Debra Messing

    Grace Adler

  • Megan Mullally

    Karen Walker

  • Sean Hayes

    Jack McFarland

  • James Burrows (II)

  • Fan Reviews (1)
  • Favorite Barry episode

    By SMGslayer97, Dec 10, 2006

  • Trivia & Quotes
  • Quotes (12)

    • Will: (regarding Barry) Did you hear that? His first 'fabulous'.
      Jack: Our little baby's growing up!
      Will: I'm so proud!

    • Karen: The Human Rights Campaign Gala is in a month. It's the social event of the gay season. Well, next to the Republican National Convention.

    • Jack: Man, making someone gay is exhausting... I don't know how my mother did it.

    • Jack: (to Barry who is doing push-ups) Come on! Let's go, let's go! Push! Remember: No pecs, no sex! Barry: This all seems so superficial. Are gay guys only about bodies and faces? Jack: Absolutely not. They're only about bodies. Faces you can cover up with a cute hat or leather hood.

    • (Will and Jack are talking about how they are going to help Barry) Will: Okay, so we're clear on this, right? You're gonna be in charge of Barry's body. I'm gonna work on his mind. Jack: Okay. But if you have his mind and I have the body, who gets the hair? 'Cause it grows out of the mind, but it's still kinda part of the body. Will: That's a very good question. And that makes me feel even better about being in charge of the mind.

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    Notes (1)

    • Upon its original airing, this was a 40-minute “super size” episode that began at 9:20 p.m. E.S.T. Some scenes are cut in the syndicated version of the episode.

    Trivia (4)

    • Jack: (to Will) What's the big deal? It's not like you just found out you're adopted... or Canadian. Eric McCormack, who plays Will Truman, was born and raised in Canada.

    • Music: "Dirrty" by Christina Aguilera.

    • Although unconfirmed and uncredited, many believe that the voice of the pencil sharpener at the end of the episode is that of Seth MacFarlane, creator and voice actor for the hit animated series Family Guy and American Dad. He did mention in an interview with IGN Entertainment that he once did a voiceover for Will & Grace but it ended up on the editing room floor.

    • Joan Jaffrey Poust (the passenger next to Grace) is series writer Tracy Poust's mother

    Allusions (2)

    • Will: Boy George, I think he's got it! Continuing with the My Fair Lady theme, this line is taken from "The Rain In Spain" when Eliza finally learns to speak properly. "By George, I think she's got it!"

    • Episode Title: Fagmalion Part Two: Attack of the Clones The title derives its name from the 2002 film Star Wars: Episode 2 Attack of the Clones.

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