Original Airdate 4/17/2003
Written by Sonja Warfield
Directed by James Burrows
Transcript by Rob Durfee
Eric McCormack (Will Truman)
Debra Messing (Grace Adler)
Sean Hayes (Jack McFarland)
Megan Mullally (Karen Walker)
Harry Connick Jr. (Dr. Leo Markus)
Justin Thorne (Boy)
Marshall Manesh (Mr. Zamir)
SCENE I: The Hallway Between Will's and Jack's Apartments, Café Jacques'
(KAREN is having a breakfast waffle. JACK brings out two big mugs and sits down with her.)
KAREN: [EATING] Mm. Mm, mm, mm. Oh, does Jacques' have a new chef? What is this?
JACK: It is an Eggo.
KAREN: Fancy. Would you mind if I put a little syrup on it?
JACK: I would not; we are not that kind of establishment.
[KAREN OPENS HER PURSE AND PULLS OUT A FLASK. SHE POURS SOME BOOZE OVER HER WAFFLE.]
[WILL OPENS HIS DOOR AND REACHES DOWN THE GET HIS NEWSPAPER.]
KAREN: [EATING] Mm. Mm, mm, mm.
JACK: [EATING] Mm. Mm, mm, mm.
WILL: It's nice to not have anything in your head, isn't it?
JACK: Join us. We're livin' out loud.
[JACK BRINGS HIS PLATE OVER TO WILL.]
[JACK FEEDS WILL A BITE OF WAFFLE.]
WILL: Mm! Mm, mm, mm.
[THE ELEVATOR OPENS AND GRACE STEPS OFF.]
GRACE: Hey, guys.
WILL: Hey, Grace.
JACK: [TO GRACE] Hey. You know, if you want some breakfast, I'd order now, 'cause in about a half an hour, the lunch menu kicks in. It is Hot Pockets.
GRACE: Hmm.... I'm gonna wait for the Pocket. Just a reminder, tomorrow's my birthday. Just another reminder, my husband abandoned me to help the needy, so the presents need to be bigger and better.
WILL: I got you something great. You want a hint?
GRACE: No! You know I have to be surprised. Remember two years ago how upset I got when you left your present out for me to find?
WILL: "Left it out"?! It was hidden in a storage locker in Queens. That I rented under an assumed name. You bit through a combination lock.
GRACE: Just make sure it doesn't happen again.
[GRACE ENTERS WILL'S APARTMENT.]
JACK: Oh, poor Grace. Alone on her birthday.
WILL: Yeah, poor Grace.
[WILL SHUTS THE DOOR SO GRACE CAN'T HEAR AND LAUGHS.]
WILL: Know why I'm laughing?
KAREN: [LAUGHS] 'Cause you're single?
[JACK AND KAREN LAUGH.]
WILL: No. I've arranged to have Leo come back early to surprise her for her birthday.
JACK: [OVERLAPPING WITH KAREN] What? Hubub, hubub?
KAREN: [OVERLAPPING WITH JACK] What? Peas and carrots, peas and carrots?
KAREN: Well, how'd you do that, Willona?
WILL: It was actually easy. I chartered a camel from Mombasa to take Leo to a landing strip in Malindi where a gypsy helicopter will fly him to Nairobi. And from there, it's just a short, 32-hour flight with about 15 layovers. I could have flown him direct, but it's like a hundred dollars more.
WILL: I know. Good, right?
KAREN: No-- I was laughing 'cause-- you know, you're single.
[JACK AND KAREN LAUGH.]
SCENE II: Will's Apartment
(WILL is sitting on the couch, reading a book in the nude.)
[LEO SUDDENLY OPENS THE DOOR AND YELLS....]
WILL: [STARTLED] Ohh! [HE JUMPS, SLAMMING THE BOOK SHUT, AND SCREAMS] Ahh!
WILL: I just broke my favorite bookmark.
LEO: Wh--where is everybody? And why are you nude?
WILL: What are you doing here? You're not supposed to be back till Sunday.
LEO: It is Sunday.
WILL: It's Saturday.
LEO: It can't be. I left on Saturday and I've been on ten planes, and a bus, and what I'm still convinced was an anti-semitic camel.
WILL: Guess that's why they wouldn't give you the kosher meal.
LEO: You know, the flights were no picnic either. I had to sit through Lilo and Stitch 17 times.
[WILL GRABS A PILLOW AND COVERS HIMSELF AS HE GOES INTO THE BATHROOM.]
LEO: Not that I don't appreciate everything you did to get me here, but did you know that for only about $100 more, I could have flown direct?
WILL: [FROM THE BATHROOM] Oh, you're kidding!
[WILL EXITS FROM THE BATHROOM WEARING VERY SHORT ROBE.]
LEO: Wow. That, uh... Will, that robe needs pants.
WILL: Hey. Lotta men wear shorty robes. James Caan wears a shorty robe.
LEO: Look, if there's no party tonight, I'm just gonna head home. You know, I'm exhausted, they lost my luggage, and five minutes into the flight, the stewardess spills a tray of orange juice all over me. By the time we flew over London, bees had built a hive on my lap.
WILL: No, no, no. No, you can't go home. You'll ruin the surprise. You gotta stay here tonight. Look, you can crash in my bedroom, and tomorrow you can help me with the party. How are you with a pastry bag and rosette tips?
LEO: I never tried 'em, but why don't we hold each other for awhile, and we'll see how we feel after that?
[LEO EXITS INTO WILL'S BEDROOM.]
[WILL SITS BACK ON THE COUCH AND PICKS UP HIS BOOK.]
[GRACE ENTERS THE APARTMENT AND DROPS A BAG ON THE FLOOR.]
WILL: What are you doing here?
GRACE: It's my birthday eve. I'm alone. I'm staying over.
WILL: No, you can't! You--you gotta get out of here!
GRACE: Why do I have to-- Wait a minute-- You want me out? [GASPS] Oh--you're in a robe. [GASPS] Oh--I smell orange juice. [GASPS] Oh--I have no idea what's going on.
WILL: All right, look, the gig is up. You want your birthday present? 'Cause I might as well just give it to you now.
GRACE: No, tomorrow. It has to be on my real birthday.
WILL: Well, then, you better get outta here, because it's on its way up here.
GRACE: No, no, wait. I don't wanna see it.
WILL: Well, then, you better get out!
[GRACE PICKS UP HER BAG AND RUNS OUT INTO THE HALL. SHE PRESSES THE ELEVATOR BUTTON.]
WILL: Not the elevator! It might be in the elevator. Use the stairs.
GRACE: Okay, but first thing tomorrow morning, I'm coming over.
WILL: Good, fine, go.
[GRACE HEADS FOR THE ELEVATOR.]
GRACE: Okay. Oh--
[GRACE ACCIDENTALLY DROPS HER BAG. SHE TURNS AROUND TO PICK IT UP.]
WILL: Leave it, leave it, leave it!
[GRACE SCRAMBLES TO THE STAIRWELL.]
[WILL KNOCKS ON JACK'S DOOR.]
WILL: I need you and Karen to keep Grace busy all day tomorrow.
JACK: I can't, I have plans. I just hooked up with the cute ugly guy from the Kiehl's counter at Barney's.
WILL: Does he have any of that pineapple papaya facial scrub? Because everybody's out of it.
[A JAR OF FACE SCRUB IS TOSSED TO WILL FROM INSIDE JACK'S APARTMENT.]
WILL: [CATCHING THE JAR] Thank you. [TO JACK] Leo got back a day early, and I don't want them running into each other 'cause it'll ruin the surprise.
JACK: No problem. I'd be happy to help. Hey, why the long robe?
SCENE III: The Hallway between Will's and Jack's Apartments
(GRACE exits from the elevator and knocks on Will's door.)
GRACE: Come on, get up, it's my birthday!
[JACK AND KAREN EXIT FROM JACK'S APARTMENT.]
KAREN: [TO GRACE] Happy birthday, honey!
GRACE: Thank you.
[JACK QUICKLY THROWS A RED BAG OVER GRACE'S HEAD AND HE AND KAREN DRAG HER INTO THE ELEVATOR.]
[CUT TO A VIDEO GAME ARCADE; KAREN AND JACK ESCORT GRACE INSIDE.]
KAREN: Okay. Here we are, honey.
[THEY PULL THE BAG OFF GRACE'S HEAD.]
GRACE: An arcade?! All this just to bring me to an arcade a block from my apartment? Why did you have to cover my head?
KAREN: 'Cause your hair's a disaster.
SCENE IV: Will's Apartment
(WILL is in the kitchen cooking for the party when LEO exits from the bedroom.)
LEO: Ugh... I fell asleep in my clothes. You'd think after two days, this orange juice would have dried.
WILL: Oh, you got a message from... Air-Picture-of-a-Gazelle. They still haven't found your luggage.
LEO: Yeah, I knew I was in trouble when my boarding pass was a coconut.
[WILL TURNS OFF THE STOVE.]
WILL: I gotta get some stuff for the party. I still can't find a decent vegetable glycerin soap for the guest bathroom. It makes me insane. Anyway, help yourself to whatever's in the fridge. Unless it's marked "party." Or "Will's." Oh, and when you wipe down the counter top, use water only. You know what polished concrete's like.
[WILL PUTS ON HIS JACKET.]
LEO: I can't believe you haven't found a man.
WILL: I know. Oh... And if you want a little entertainment, while I'm gone, I just got Xanadu on DVD.
LEO: That finally came out on DVD? I guess all my letter writing paid off.
WILL: Yeah. You know, there's an extra ten minutes of roller ballet?
[WILL HANDS LEO THE DVD.]
LEO: That's great, you know, 'cause the first time I saw it, the roller ballet felt short.
WILL: I know. Okay, don't answer the phone, and stay put.
[WILL EXITS THE APARTMENT. LEO FOLLOWS HIM TO THE DOOR.]
LEO: Don't answer the phone and stay put. Okay, I got it. Have fun.
[THE ELEVATOR OPENS AND WILL GETS IN. HIS NEIGHBOR, MR. ZAMIR, EXITS THE ELEVATOR.]
LEO: [TO MR. ZAMIR] Psst-- Like Xanadu?
ZAMIR: Who doesn't?
LEO: Here you go.
[LEO GIVES MR. ZAMIR THE DVD AND RUNS TO THE STAIRWELL DOOR.]
[MR. ZAMIR READS THE BACK OF THE CASE...]
ZAMIR: Hmmm. Ten extra minutes of roller ballet. Excellent.
SCENE V: The Arcade
(GRACE is eating hot dog while KAREN stands and watches.)
GRACE: Mmm. Mm. What's better than a Vanilla Coke and a jalapeño chili dog on your birthday?
KAREN: A breath mint? [KAREN HOLDS OUT A TIN OF BREATH MINTS TO GRACE.]
[JACK WALKS UP HOLDING A TOY.]
JACK: Hey, guys. Look what I got from my skee ball tickets. It's a monkey on a trapeze.
[JACK PRESSES A BUTTON AND THE MONKEY FLIPS OVER THE TRAPEZE AND HE CHUCKLES.]
[JACK PRESSES A BUTTON AND THE MONKEY FLIPS OVER THE TRAPEZE. HE LAUGHS.]
[JACK PRESSES A BUTTON AND THE MONKEY FLIPS OVER THE TRAPEZE. HE LAUGHS HARDER.]
JACK: I'm tired of it. [JACK THROWS IT AWAY.]
GRACE: Okay. Come on. I wanna go on the Dance Dance Revolution machine.
JACK: You can't, Grace. Somebody's on it.
[THERE'S A BOY ON THE DDR MACHINE.]
KAREN: Oh, let me take care of this. I'm good with kids. [TO THE BOY] Hey. Puberty. Step off!
BOY: No way.
KAREN: Okay. Well, wouldn't it be more fun to play with my "make your own fake I.D." kit?
[KAREN PULLS A SMALL BLACK BOX OUT OF HER PURSE. THE BOY TAKES IT.]
[THE BOY RUNS OFF.]
[KAREN PUTS SOME MONEY INTO THE DDR MACHINE.]
JACK: Come on, Grace. You're up. Remember, just follow the arrows and try to keep up with the beat.
KAREN: Okay, honey, shake your booty. Shake your groove thang. Shake your-- [POINTING TO HER BREASTS] Do those move?
GRACE: Not only do they move, they-- They don't move. Okay, hit it.
["I'M SO EXCITED" BY THE POINTER SISTERS BEGINS PLAYING. GRACE BEGINS DANCING.]
GRACE: Oh, please. This is easy.
[GRACE MISSES A COUPLE OF STEPS.]
GRACE: Ooh, okay. Here we go.
[GRACE LOOSES THE BEAT AND BEGINS FLOUNDERING.]
GRACE: Crap! Crap! Crap! Son of a bitch!
GRACE: Now I have to pee! [GRACE GRABS HER CROTCH AND RUNS OFF.]
[THE MACHINE SHUTS OFF.]
KAREN: Come on, Jackie. Why don't you give it a try?
JACK: I don't know, Karen. I'm not much of a dancer.
GRACE: [RUNNING PAST] Scary bathroom, scary bathroom. Gotta find a clean one. [SHE RUNS OUT THE DOOR.]
[KAREN PUTS SOME MONEY INTO THE MACHINE.]
["HOLIDAY" BY MADONNA BEGINS PLAYING. JACK GETS ON THE MACHINE.]
[AT THE FIRST HIT AFTER THE INTRO, HE BEGINS DANCING, PERFECTLY IN BEAT OF COURSE.]
SCENE VI: Leo and Grace's Apartment
(GRACE enters, holding her hands over her crotch, and runs through the apartment.)
GRACE: Gotta pee! Gotta pee! Gotta pee!
[GRACE RUNS INTO THE BATHROOM.]
[LEO PEEKS OUT FROM UPSTAIRS.]
[NO ANSWER. HE RETURNS.]
[THE TOILET FLUSHES. LEO PEEKS OUT AGAIN.]
[GRACE EXITS THE BATHROOM PANTING.]
GRACE: [TO HERSELF] Who left the seat up?
LEO: [PEEKING OUT] Sorry. That was me.
GRACE: That's all right.
[LEO AND GRACE SCREAM AND THEY RUN TO EACH OTHER AND HUG AND KISS.]
[GRACE AND LEO EXIT FROM UPSTAIRS. GRACE IS BUTTONING HER PANTS.]
GRACE: [SIGHS] I forgot how good that was.
LEO: Mm-hmm. If it weren't for my three wives in Africa, I would have forgotten, too. Don't give me that face. You're still my favorite.
GRACE: You're an ass. I missed you.
LEO: Me, too.
[LEO AND GRACE KISS.]
LEO: You got anything to eat? I'm starving. All Will had in his fridge was a soothing eye mask. I only got half of it down.
GRACE: When were you at Will's?
[LEO PICKS UP AN APPLE AND TAKES A BITE.]
LEO: [WITH MOUTH FULL] I wasn't.
GRACE: But you just said that you were--
LEO: No, I didn't. Crap. Will flew me in to surprise you for your birthday. But I got here early, so he's been hiding me in his apartment so I wouldn't ruin the surprise.
GRACE: Oh, my God, that's unbelievable. Wait, does that mean there's not gonna be a real gift?
LEO: I feel bad I wrecked it, you know? The poor guy went to so much trouble. I'm not gonna go into the details, but it involved a VW bus, a leaky canoe, and a very awkward breakfast with Desmond Tutu.
GRACE: Poor thing.
LEO: I know. He didn't win the Nobel Prize for chewing with his mouth closed.
GRACE: No. I mean, poor Will. He did all of that just to surprise me 'cause he knows just how much I love surprises. We can't ruin this for him.
LEO: Well, surprise! It's ruined!
GRACE: Not necessarily. I mean, I know. But he doesn't know that I know. So if you go back to Will's and pretend that you never saw me, then he'll never have to know that I knew.
GRACE: No, "knew".
LEO: No! I'm not going back there. There's shorty robes and Xanadu, and coffee mugs that have to go in the exact same place every time!
GRACE: Come on. He did this for me. Do this for him. Now, is there anything different about you from when you left Will's apartment?
LEO: I got the orange juice out of my clothes.
[GRACE PICKS UP A GLASS OF ORANGE JUICE AND THROWS IT ON LEO.]
SCENE VII: Will's Apartment(WILL returns from the store to find LEO in the apartment. He's wearing Will's short robe, folding laundry.)
LEO: Hey! I hope you don't mind. I borrowed your shorty robe. Or, as the guy in the laundry room called it, my penis ruffle.
[LEO EXITS INTO THE BATHROOM TO PUT HIS CLOTHES ON.]
WILL: You went to the laundry room?! I told you to stay in the apartment! What if Grace had seen you? What if Grace had been in the laundry room? She wouldn't be doing laundry, but there is a candy machine down there.
WILL: Get out here; I wanna go over the plan with you.
LEO: Ah, yes. The plan. [NOTICES THE PAPER] You had it laminated...
WILL: You say that like it's a weird thing. Okay, 6:00, you go over to Jack's and wait there. 6:15, everyone will arrive, fun, fun, fun, chit-chat, presents. Then, 7:30, you wait in the hallway, I'll open the door, you jump in and yell "surprise!"
[WILL NOTICES A COFFEE CUP ON THE COUNTER.]
WILL: Damn it, the coffee cups go up here! Do I have to draw you a diagram again? If you are gonna be a guest in this apar--
LEO: I saw her, okay? There's no surprise.
LEO: I--I-- After you left, I went to our apartment and Grace saw me.
WILL: You wh--? Why?
LEO: I needed something to wear.
WILL: I gave you my clothes.
LEO: Please. Your clothes are too tight on you.
WILL: Great. This is the worst thing that's ever happened!
LEO: Hey, I just came from Africa. Do you have any idea how many people there are suffering from ruined surprise parties?
WILL: Wait a minute. If Grace knows, why did she send you back here?
LEO: Because she was so touched by what you did, she asked me to play along so I wouldn't spoil the surprise.
WILL: [TOUCHED] Aww... This is supposed to be her surprise, but she's more concerned about my joy at seeing her surprised than her own joy at being surprised?
LEO: Dude, I don't know. I'm just happy to have a dry crotch.
WILL: Wait, wait... we gotta proceed with this plan. You can't tell her I know.
LEO: It's over, Will. She knows.
WILL: Yeah, she knows, and I know, but she doesn't know that I know she knows. It can still work.
[WILL OPENS A CARTON OF ORANGE JUICE AND THROWS SOME ON LEO'S CROTCH.]
WILL: All must be as it was.
SCENE VIII: The Arcade
[KAREN puts a dollar into a machine and coins fall out.]
KAREN: Oh, my God... This game is amazing! [TO JACK] Honey, look, I'm winning, I'm winning! [GIGGLES]
JACK: Karen, that's a change machine.
KAREN: I don't care what you call it. Where do we cash in these buttons? [KAREN HOLDS UP A COIN.]
GRACE: Hey, guys.
JACK: Where have you been? You were gone so long we had to eat your funnel cake.
KAREN: Wait a minute. We're not the only ones eating your funnel cake. [GASPS] You had sex.
JACK: Come on, give it up. Who was it?
GRACE: I ran into Leo.
[JACK AND KAREN GASP.]
GRACE: But you can't tell Will I found out. I mean, I know. But he doesn't know I know. And now that you know I know, you can't let Will know that you know I know, you know?
JACK: No... [TO KAREN] Do you know?
KAREN: I think I know. But I'm sure I don't care.
GRACE: [TO KAREN] Okay, you fill him in. I need to go pee again. Oddly, the bathroom here is cleaner than the one at home.
[GRACE EXITS TO THE BATHROOM.]
JACK: Poor Grace. Her surprise is ruined. Right?
KAREN: We should help her, Jackie. It's her birthday. She deserves a real surprise. Now put your thinking cap on. What would be a bigger surprise than Leo showing up?
JACK: Blanket Michael Jackson, I've got it! Leo not showing up.
[KAREN AND JACK GIVE EACH OTHER A HIGH-FIVE.]
SCENE IX: Will's Apartment
(WILL, GRACE, JACK, and KAREN are celebrating Grace's birthday.)
[GRACE IS OPENING KAREN'S GIFT. IT'S A PEARL NECKLACE.]
GRACE: [GASPS] Karen, it's beautiful. Thank you. [GASPS]
KAREN: You're welcome, honey. Happy birthday. Oh, and... See this one right here? It's pure cyanide. So if you're ever in a jam, just bite down hard. Wear it in good health.
JACK: Now, now me, me, open mine.
[JACK HANDS GRACE HIS GIFT.]
GRACE: Thanks, Jack.
WILL: I wouldn't get too excited. It's probably just another one of his headshots.
JACK: [ANNOYED] It's not a headshot. [PAUSE] [LAUGHS] Okay, it's a headshot.
GRACE: Oh, and look. An updated résumé on the back.
WILL: Ooh, 7:30. Time for my present. And it's a big one. Now, let me see... That's funny. Could have sworn I brought it in here. Maybe it's in the hallway.
GRACE: What kind of present would be in the hallway, I wonder?
JACK: What do you think it is?
KAREN: I hope it's another party, 'cause this one's a snooze.
[WILL OPENS THE DOOR.]
GRACE: Oh, my--
[LEO'S NOT AT THE DOOR.]
GRACE: Where is he?
WILL: Yeah, where the hell is he? Wait a minute, what do you mean, "he"?
WILL: You knew he was coming?
GRACE: Of course I knew. Didn't you know I knew?
WILL: Yeah, I knew you knew, but I didn't want you to know I knew you knew.
GRACE: That I did not know.
WILL: I just kept up this whole charade 'cause I wanted you to have a good surprise on your birthday.
GRACE: I only did it so that you would have the fun of surprising me.
[WILL AND GRACE HUG.]
WILL: Happy birthday.
GRACE: Thank you, sweetie. So where's my husband?
KAREN AND KAREN: [BOTH] Surprise!! He's not coming!
[JACK AND KAREN LAUGH.]
KAREN: Man, we got you! Ha ha ha ha ha!
GRACE: Okay, come on. Come on, seriously, where is he?
KAREN: We're not sure.
JACK: No. Once we drove him out of town and dumped him in a ditch, it's anybody's guess.
WILL: What were you thinking?!
GRACE: You threw him out of a car?!
KAREN: Hey, calm down. We just thought that it was so sweet that you wanted to surprise Grace and that she wanted to let you surprise her and, well, we just wanted you both to get what you wanted.
JACK/KAREN/WILL/GRACE: [TOGETHER] Aww...
[ALL FOUR HAVE A GROUP HUG.]
SCENE X: Karen's Limousine
(KAREN, GRACE, WILL, and JACK are riding in the back of the limousine looking for Leo.)
GRACE: Does any of this look familiar?
KAREN: Yes, I remember passing this orchard.
JACK: Oh, there he is! Holding up all those apples.
WILL: That's an apple tree, brainiac.
GRACE: Wait. I smell orange juice. Pull over. Pull over!
KAREN: Why, look, it's Leo.
JACK: But I thought he was in Africa.
[LEO GETS IN THE LIMO.]
GRACE: Oh, my god, I had no idea! This is the best birthday ever!
WILL: Who wants cake?
LEO: No, no cake, please. I've been stuck out in the cold for two hours. I'm freezing, I'm covered in mud, a weirdly-aggressive deer just tried to mate with me.
JACK: Oh, now I know where we are.
LEO: There is no surprise, okay? We all know it. He knows, she knows, and they know, we know, and you know he knows she knows, and she knows they know and now everybody knows I know, so just stop pretending!
LEO: Ah, screw it. Surprise!
[EVERYONE CHEERS AND CLAPS AND LEO HUGS GRACE.]