Season 5

99 :05x01 - ...And the Horse He Rode In On

Continuing from the season finale in the year's first new episode, a dazed Grace is rescued by a handsome Jewish doctor who pulls her up on his horse and delivers her just in time for her insemination with an impatient Will. But their new relationship as expectant parents puts a strain on Will and Grace's relationship when they agree not to date until their baby is born. Meanwhile, a restless Karen can't make up her mind about cheating on her imprisoned husband with the genteel but ardent suitor Lionel.
Guest Stars: Hira Ambrosino as Doctor | Harry Connick, Jr. as Dr. Leo Markus | Laura Kightlinger as Nurse Sheila | Rip Torn as Lionel Banks
Director: James Burrows
Writer: Adam Barr

100 :05x02 - Bacon And Eggs

After stalking actor Kevin Bacon, Jack lands his dream job when the unsuspecting celebrity hires him as his personal assistant and immediately assigns him to find out who's been harassing him. Elsewhere, while Will and Grace wait for the right color to appear on their home pregnancy test, Grace is visited by a handsome doctor who makes her a tempting offer. In addition, Karen looks for a way out of her on-again, off-again relationship with the courtly and irresistible suitor Lionel.
Guest Stars: Kevin Bacon as Himself | Harry Connick, Jr. as Dr. Leo Markus | Rip Torn as Lionel Banks
Director: James Burrows

101 :05x03 - The Kid Stays Out Of The Picture

Grace is so entranced by her budding romantic relationship with a handsome doctor that she asks an impatient Will for an extra month to re-consider her commitment to conceiving their child through artificial insemination -- resulting in verbal sparring match.
Guest Stars: David Moreland as Salesman | Harry Connick, Jr. as Dr. Leo Markus | Gina Hecht as Amy
Director: James Burrows

102 :05x04 - Humongous Growth

While Will and Grace are feuding, Karen and Jack hatch a wobbly plan to patch up their differences about co-parenting a baby by tricking each one into attending the same child's birthday party. After arguing over who brought the better gift, the feathers continue to fly as the best friends fuss over their conflicting agendas.
Guest Stars: Hannah Leigh Dworkin as Ruby | Ryan Armstrong as Josh | Jerry Levine as Joe | Tim Bagley as Larry | Mary Beth McDonough as Mom
Director: James Burrows
Writer: Kari Lizer

103 :05x05 - It's The Gay Pumpkin, Charlie Brown

On Halloween, Grace allows her new beau Leo to drag her into the rustic fall countryside for a long and scary bike ride -- along with a reluctant Will and his newfound friend -- but she finds that she can't pretend to be the outdoorsy type just to please her man. Meanwhile, Jack coaxes Karen into attending a gay men's therapy session when she feels slight -- very slight -- pangs of marital guilt over her earlier attraction to the courtly suitor Lionel.
Guest Stars: Reginald VelJohnson as Dr. Kaplan | Harry Connick, Jr. as Dr. Leo Markus | Jason Marsden as Kim |
Uncredited: Olivia Kohan as Trick-or-Treater #1 | Bianca Morris as Trick-or-Treater #2
Director: James Burrows
Writer: Gary Janetti

104 :05x06 - Boardroom & A Parked Place

Mr. Stein, the long-absent senior partner of Will's firm, shows up unexpectedly to reassume command and whip the troops into shape. When Will discovers he was recently released from the looney bin, Mr. Stein begins to rely a little too much on Will's eager assistance. Meanwhile, Grace and Jack are shocked to discover that their highfalutin' pal Karen is now poorer than a church mouse -- and living in her limo.
Guest Stars: Jamie Kaler as Gary | Rachel Quaintance as Roz | Brandon Jarrett as Colin | Gene Wilder as Mr. Stein |
Uncredited: Kari Lizer as Connie
Director: James Burrows
Writer: Gail Lerner

105 :05x07 - The Needle & Omelet's Done

When Grace accompanies Leo to dinner with some "friends," she doesn't realize that he's tricked her and instead introduced her to his real parents -- and she soon regrets her earlier salty dialogue and suggestive attitude. Elsewhere, Jack is again confronted by Zandra -- his gruff acting teacher -- when he tries to showcase his meager talent in a class while a willing Will joins Karen in subjecting to a Botox facial injection.
Guest Stars: Tom Skerritt as Jay Markus | Judith Ivey as Eleanor Markus | Ethan Sandler as Doctor | Jared Ward as Guy #1 | Matthew McCray as Gasping Gay Guy | Kip Ellwood as Waiter | Eileen Brennan as Zandra | Harry Connick, Jr. as Dr. Leo Markus | Emily Rutherfurd as Joanne |
Uncredited: Jon Fleming as Russell
Director: James Burrows

106 :05x08 - Marry Me A Little (1)

After Grace impulsively accepts a marriage proposal from Leo, there seem to be a million roadblocks between her and an actual wedding, not the least of which is her best friend Will's unease about the whole idea. Grace's pals, especially Will, are hurt that they weren't invited, but all seems forgiven when everyone--including Grace's outspoken mom and the subdued Mrs. Markus--gather days later for a swank reception. It should be a festive bash, but the emergence of unsettling details about Leo, and about the park nuptials, give Grace reason to wonder whether she has made a mistake.
Guest Stars: Lorry Goldman as Rabbi | Katie Couric as Herself | Harry Connick, Jr. as Dr. Leo Markus | Debbie Reynolds as Bobbi Adler | Tom Gallop as Rob | Leigh-Allyn Baker as Ellen | Jerry Levine as Joe | Tim Bagley as Larry | Neil Vipond as Julius | Judith Ivey as Eleanor Marcus
Director: James Burrows
Songs: Ohio Players -- Fire

107 :05x09 - Marry Me A Little More (2)

After finding out that their park nuptials were invalid, Grace and Leo decide to have a large, traditional wedding. Will keeps busy planning the wedding, but after Grace asks him to give her away, he has to deal with his feelings of giving away his best friend to another man.
Guest Stars: Lorry Goldman as Rabbi | Harry Connick, Jr. as Dr. Leo Markus | Debbie Reynolds as Bobbi Adler | Tom Gallop as Rob | Leigh-Allyn Baker as Ellen | Tim Bagley as Larry | Neil Vipond as Julius | Jerry Levine as Joe | Judith Ivey as Eleanor Markus
Director: James Burrows
Songs: Human League -- Don't You Want Me, The Zombies -- Time Of The Season

108 :05x10 - The Honeymoon's Over

After a displaced Karen is booted from her Palace Hotel digs, a sympathetic Will agrees to let her move in with him -- at least until she turns his apartment into a federal disaster zone with her exorbitant lifestyle, forcing Will to try and unload her onto Grace's shoulders. Meanwhile, Jack loses style points when he poses incognito out of fear that the "Gay Mafia" has it out for him.
Guest Stars: Lance Roberts as Waiter #1 | Wells Rosales as waiter #2 | Kathleen Archer as Delivery Woman | Elton John as Himself
Director: James Burrows

109 :05x11 - All About Christmas Eve

On Christmas Eve, Grace is torn when she has only two tickets to "The Nutcracker" musical and can't take both her best friend Will and new husband Leo -- but her back-and-forth indecision leaves Will spinning like a Hanukkah dreidel between a dithering Grace and his previous holiday plans with Jack and Karen.
Guest Stars: John Grantham as Maintenance Guy | Bette Rae as Maid | Mary Beth McDonough as Mom | Larry Michelson as Bellman | Harry Connick, Jr. as Dr. Leo Markus | Steve Paymer as Steve
Director: James Burrows
Writer: Adam Barr

110 :05x12 - Field Of Queens

When Jack convinces tangle-footed Will to join him on a gay soccer team, Will's inept play leaves him warming the bench -- which allows him to bond with teenaged Elliot who also is the last man called upon with his own youth soccer team. Meanwhile, Grace is delighted that Karen is giddy in anticipation of her date with a handsome restaurant owner.
Guest Stars: Matthew Glave as Kirk | Symba Smith as Pretty Woman | Steve Hasley as Carlo | Andy Garcia as Milo | Michael Angarano as Elliot
Director: James Burrows
Writer: Katie Palmer

111 :05x13 - Fagmalion Part One: Gay It Forward

When Karen sets Will up with her hot cousin Barry, Will finds a geeky guy with a scraggly beard and greasy hair… and he just came out. Meanwhile, Grace is puzzled over what to make of her strange bohemian neighbor when she moves into Leo's Brooklyn digs.
Guest Stars: Rosanna Arquette as Julie | Niko Posey as Waitress | Dan Futterman as Barry
Director: James Burrows

112 :05x14 - Fagmalion Part Two: Attack Of The Clones

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 a month to offer his medical services to the needy in Africa.
Guest Stars: Blythe Matsui as Flight Attendant | Dan Futterman as Barry | Chris Berg as Handsome Guy | Gary Janetti as Zack | Joan Jaffry Poust as Passenger | La Monica Peters as Security Agent | Harry Connick, Jr. as Dr. Leo Markus | Greg Suddeth as Cabbie
Director: James Burrows
Writer: Gary Janetti

113 :05x15 - Homojo

Jack suffers Karen's wrath when he is seduced into friendship with her manipulative British romantic rival, who has set up house with Karen's ex-husband. Meanwhile, Will and Grace try to re-connect their lagging friendship with a competitive night of board games with their friends.
Guest Stars: Jerry Levine as Joe | Tim Bagley as Larry | Leigh-Allyn Baker as Ellen | Tom Gallop as Rob | Minnie Driver as Lorraine Finster
Director: James Burrows
Writer: Bill Wrubel

114 :05x16 - Women & Children First

Grace has a girl's night in Brooklyn with Karen, Rosario, Ellen and new neighbor Julie -- and she offends Karen when she doesn't take her advice regarding Leo. Meanwhile, Jack reconnects with his childhood babysitter and falls back into childhood patterns, befuddling (and disturbing) Will.
Guest Stars: Demi Moore as Sissy Palmer-Ginsburg | Leigh-Allyn Baker as Ellen | Rosanna Arquette as Julie
Director: James Burrows

115 :05x17 - Fagmalion Part Three: Bye, Bye, Beardy

Will and Jack's transformation of Karen's schlubby cousin Barry is complete -- but his coming-out at the HRC gala leaves Will with mixed emotions about his new "creation," prompting some unwanted advice from Grace. In another corner, Karen duels with her flamboyant rival Beverley Leslie in a war of wills during the silent auction.
Guest Stars: Kathleen Wilhoite as Sally | Rebecca Lowman as Pamela | Barry Karas as Himself | Luciano Giancarlo as Byron | Conroe Brooks as Kevin | Leslie Jordan as Beverley Leslie | Dan Futterman as Barry |
Uncredited: Brian A. Setzer as Benji
Director: James Burrows

116 :05x18 - Fagmalion Part Four: The Guy Who Loved Me

A jealous Will keeps a wary eye on the re-modeled Barry when he spies him on a date with Jack, while Karen switches roles with Rosario pretends to be a maid in order to court a handsome maintenance worker. Meanwhile, Grace finds herself hanging out more and more in her old digs in Will's apartment as she waits for her husband to return from overseas.
Guest Stars: Steven W. Bailey as Vin | Helen Siff as Josie | Bruno Campos as Anton | Katrina Lenk as Marta | Dan Futterman as Barry
Director: James Burrows
Writer: Gail Lerner

117 :05x19 - Sex, Losers, & Videotape

Still nursing a grudge over his last failed relationship, Will forms a gin-soaked anti-romance club with other lovelorn losers -- his cuckoo boss, Mr. Stein, and Karen -- but the threesome shrinks dramatically when Stein takes a shine to the ever-ready Karen. Meanwhile, Jack sneaks a video camera into Grace's private boudoir and records her privates -- and posterior -- for posterity.
Guest Stars: Charles C. Stevenson, Jr. as Smitty | Gene Wilder as Mr. Stein | Emily Rutherfurd as Joanne | Matthew McCray as Jasper | Erin Fritch as Young Woman | Kevin Sizemore as Young Man |
Uncredited: Kari Lizer as Connie | Jon Fleming as Russell
Director: James Burrows

118 :05x20 - Leo Unwrapped

Will's attempt to orchestrate a surprise for Grace's birthday by sneaking Leo back from Africa deflates like so many birthday balloons when Leo arrives earlier than expected -- and after Grace bumps into Leo, they agree to an elaborate charade to keep Will's "surprise" intact. Meanwhile, Grace recruits Jack and Karen to keep Leo out of the way until the appointed time but they take their mission too seriously.
Guest Stars: Marshall Manesh as Mr. Zamir | Harry Connick, Jr. as Dr. Leo Markus | Justin Thorne as Boy
Director: James Burrows
Songs: Madonna -- Holiday, The Pointer Sisters -- I'm So Excited

119 :05x21 - Dolls & Dolls

Prompted by a sudden urge to meet "real people," Karen finds instant karma with a peculiar yet high-maintenance office worker who happily shares many of Karen's eccentricities -- including her taste in men. Meanwhile, when Will falls off his clogs and twists an ankle, he develops a habit of taking too many painkillers, and his drastic personality change prompts a concerned Grace and Jack to intervene and interfere.
Guest Stars: Todd Robert Anderson as Kurt | Madonna as Liz | Melonie Mack as Naomi |
Uncredited: Mark Correy as Bartender
Director: James Burrows
Writer: Kari Lizer
Songs: Tone Loc -- Funky Cold Medina, Groove Armada -- Groove Is On

120 :05x22 - May Divorce Be With You

Will reluctantly opposes Karen when he represents her husband while she hires a goofy, immature young man who seems barely out of high school to argue her case -- and Will takes pity on the pseudo-slacker. Elsewhere, Grace hires Jack to temporarily replace Karen but finds she might have to choose between her friendship with him and a wealthy client who broke his heart.
Guest Stars: Clark Gregg as Cameron | Macaulay Culkin as Jason Towne |
Uncredited: Danica Sheridan as Kimmy Walker
Director: James Burrows

121 :05x23 - 23

In the middle of her divorce proceedings, Karen learns that ex-husband Stan has suddenly passed away, and the funeral becomes a contest of wills between Karen and her British rival -- and a free-for-all when the will is read for everyone who ever felt deserving, such as Will. Meanwhile, Grace is shocked when recently returned husband Leo is called back into service by Doctors Without Borders and asks her to make the trip with him to Guatemala.
Guest Stars: Danica Sheridan as Kimmy Walker | Hansford Rowe as Minister | Raymond Ma as Rufus Huang | Bertha Holguin as Back-Up Maid Letty | Minnie Driver as Lorraine Finster | Harry Connick, Jr. as Dr. Leo Markus | Jamie Kaler as Gary
Director: James Burrows

122 :05x24 - 24

It's anchors--and antics--aweigh in the fifth-season finale, as the gang sets sail on a yacht owned by Karen's late husband, Stanley. She's planned a Caribbean cruise to scatter at sea the ashes of her spouse. But as Jack and Will frolic, Grace frets. That's because her hubby, Leo, is keeping company with a very seductive MD while on a medical assignment in Guatemala. Karen, too, is troubled, admitting that "I don't know what I'm going to do without you, Stanley"--a sentiment echoed by a confrontational stowaway.
Guest Stars: Dmitri Boudrine as Russian Man | Nicollette Sheridan as Dr. Danielle Morty | Earl Schuman as Driver | Minnie Driver as Lorraine Finster | Harry Connick, Jr. as Dr. Leo Markus | Deborah Harry as Herself
Director: James Burrows

The Clip Show

A half-hour clip show was shown after the 100th episode, featuring outtakes and bloopers.
Director: James Burrows

The Guest Star Clip Show

A 15-minute special featuring clips of guest-star stints, dating back from 1998 to 2003. Spotlights include Kevin Bacon, Matt Damon, Michael Douglas, Cher, Demi Moore, Sandra Bernhard, Molly Shannon and Madonna. Hosted by Eric McCormack.
Director: James Burrows