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Will & Grace: 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.

Episode Info  

Episode number: 5x17
Production Number: 05016
Airdate: Thursday February 20th, 2003

Director: James Burrows
Writer: Alex Herschlag

Guest Stars
Barry KarasBarry Karas
As Himself
Dan FuttermanDan Futterman
As Barry
Leslie JordanLeslie Jordan
As Beverley Leslie

Brian A. SetzerBrian A. Setzer
As Benji
Episode Notes
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.

Barry Karas is on the board of directors of the HRC. For more information on the Human Rights Campaign, see

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

Episode Quotes
Jack:i (To Will) 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.

Grace: I love gay events. I just got my eyebrows waxed in the Mens' Room. Meanwhile, in the Ladies' Room, I learned how to re-wire a lamp.

Episode Goofs
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.

Cultural References
Episode Title: Fagmalion Part Three: Bye, Bye, Beardy.

A quick reference to the musical/film "Bye, Bye, Birdy."

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