Grace and Karen celebrating Xmas with conversation over drinks and lunch.
Grace: "You must feel naughty drinking in the middle of the day"
Karen: "Is there liquor in here?"
Jack enters: "Merry Christmas. I'm wearing my holiday stocking. I guess you can't see it."
Grace: "Where's Will?"
Jack: " I guess he isn't here. (sarcastically and apathetically)
Karen goes to computer and reads message Will sent about going to feed the homeless. Grace is shocked that Karen can use the PC with such skill.
Cut to Will: "Is this where you stand for Barry Manilow tickets."
Will is first in line. Cheryl (played by Sara Gilbert) shows up and is shocked that she is not the first one in line. She debates with Will for first place
Cheryl: "I've been following him all over the country and I have never not been first in line. ... Are you a Fanilow?"
While she and Will talk the discover that they know each other from the chat room. Cheryl is the person that makes up the rules and is in charge of the fan club.
Grace shows up walking down street to get in line herself for Barry Manilow tickets. She runs into Will.
Grace: "I thought you were feeding the homeless?"
Will explains that he did not want to be teased for being a fan of Barry Manilow. He ask Grace to save his seat while he goes across the seat to use the restroom. Cheryl tells them that "middle aged white people will be angry with you" for breaking the Fanilow protocol. Will offer up his place in line in order to go.
Cheryl "I think that will be okay."
While standing in line, Grace sees her mother across the street in a restaurant eating with Jack.
Across the street in the Subway shop where Will is waiting in line, a over weight guy standing behind Will tries to make conversation with Will. Will blows him off.
Will: "I'm just waiting for the bathroom really."
Karen walks up to Grace in line: "What is this message you left me. Some Mary needs a line of blow."
Grace: "I'm in line for Barry Manilow."
Grace leaves Karen in charge of holding Will's seat while she goes across the street ("Better him than me." Grace says with a strong Bronx accent.)to confront her mother about eating with Jack.
Karen looks at Cheryl,
Karen: "You look odd."
Jack and Bobby (Grace's mom played by Debbie Reynolds) are enjoying themselves at the restaurant. The waiter interrupts their conversation: "I'm supposed to tell you a buff gentleman is at the bar waiting for you."
Jack runs to the bar and sees Grace. He blows her off looking for the buff gentleman.
Grace: 'I am the buff gentleman."
Jack: "Conceited much?"
Grace pops Jack and ask why he's eating with her mother. Jack tells Grace he was invited. Grace confronts her mother.
Across the street Will comes out of the bathroom: "You bathroom could use a little freshening up."
The over weight gentleman ask an employee: "Are those subs for Barry Manilow ready yet?"
Will immediately changes his attitude and starts kissing up to the guy now that he knows who he is. The road manager responds: "I can't believe you're talking to me." Will continues to try to win him over.
Karen and Cheryl are talking in line. Cheryl explains who Barry Manilow is to Karen then starts playing Manilow music. Karen at first denies that she cares then begins to be taken over by the music. Karen starts dancing.
At the subway shop Will continues to kiss up to the road manager who tell Will: "Save it. You Fanilow's make me sick." He is impressed with Will noticing that he had his eyelashes done and agrees to let Will go backstage with him if Will agrees to go on a date with him after the show. (The date will take place in Philly, the city of brotherly love)
Will: "That's sexual blackmail!"
Manager: "I know."
Will: "As long as we're clear."
Grace, Cheryl and Karen are still in line.
Grace stares at her mom and Jack in the restaurant and continues to repeat "better him than me" in her accent.
Mandy starts to play and Grace begins to sing changing the lyric Mandy to Mommy. She goes across the street crying out to her mom.
Jack and Bobbie are at the table talking when Grace walks up to them. Grace puts Jack out then tells her mom: "It's not fair. You're my mother not Jack's....So not better him than me ,,,the holidays are about misery...if I didn't have that every year I'd miss it." Grace makes up with her mom.
Jack, Karen and Cheryl in the Manilow ticket line. Karen introduces Cheryl to Jack.
Karen: "This is Cheryl, she is a Fanilow."
Cheryl: "The man makes me happy."
Then she introduces Cheryl to Jack.
Karen: "This is Jack, he is a Fagalow."
Jack: "The mens make me happy, too."
Will returns with the road manager and go straight in the door. When Will is questioned about cutting the line he boast that he is going to meet Barry Manilow.
The manager: "Then we're going on a date."
Will with Barry Manilow in Barry's dressing room singing Bandstand together. The road manager comes in and implies to Barry to leave. Will tries to get Barry to stay but he says: "I gotta go to the copa cabango (restroom).