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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.
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The title of this episode arc is a reference to the George Bernard Shaw play "Pygmalion," in which snobby Professor Henry Higgins teaches lower-class Eliza Doolittle to be a lady.
Originally aired as a one hour episode, though syndication will usually air them in two half hour episodes. NBC counts this as one episode, as they will with any W&G episodes that air as a one hour episode. This
Joan Jaffry Poust (the passenger next to Grace) is series writer Tracy Poust's mother.
Some markets outside the U.S. aired an end tag with a creepy cookie voice talking to Karen instead of a promo for next week's episode.
The song that Will and Jack try to teach Barry to dance to is "Dirrty" by Christina Aguilera.
Voice: Karen! Karen?
Karen: Leave me alone.
Karen: PLEASE! What do you cookies want from me?
Voice: We're not the cookies. We're the pencil sharpener.
Karen: Oh thank God. For a second there, I thought the cookies were talking to me!
Karen: Now, come on, honey. I'm a little more together than you THINK …
Leo: Hey, hey! Anyone order a Cookie bouquet?
Karen: The TALKING COOKIES! They're BAAAAAAAACK!!
In the episode, Leo mentions fathering "at least 10 children" in the undisclosed African country he's going to, yet this does not upset Grace in the least. In season 7, Grace has a humungous hissy fit when she discovers that Leo perhaps slept with another woman in Cambodia.
The taxi that Leo and Grace are riding in has it's "off-duty" light illuminated. This would be illegal in NYC if the cab was carrying a paying fare.
Karen: Hey, what the hell did you two Mork and Mindy looking sons of bitches do to my cousin Barry?
Reference to the Robin Williams show Mork and Mindy.
Jack: I love 24. But it's so unrealistic. I mean, it's 2pm and he hasn't even peed yet.
Obvious reference to the show "24."
Episode Title: Fagmalion Part Two: Attack of the Clones.
A quick reference to Star Wars: Episode II, Attack Of The Clones.