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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.
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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.
Barry Karas is on the board of directors of the HRC. For more information on the Human Rights Campaign, see www.hrc.org.
Extra Brian A. Setzer plays the uncredited part of Benji, Beverley Leslie's "business associate."
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.
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.
Episode Title: Fagmalion Part Three: Bye, Bye, Beardy.
A quick reference to the musical/film "Bye, Bye, Birdy."