New Will City
Series 3, Episode 1 Unrated
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Will (Eric McCormack) finally returns from his Caribbean working vacation and tries to help a confused Grace (Debra Messing) decide between her two sub-par boyfriends [guest stars Corey Parker and Gregory Hines (not seen)] but he gets a rude awakening when he jealously discovers that Jack (Sean Hayes) has insinuated himself with Grace in his absence - making him feel like odd man out. Elsewhere, when Karen (Megan Mullally) also arrives back from the Caribbean with expensive contraband, she cons poor Rosario (Shelley Morrison) into taking the fall and the jail time when they encounter customs.
Fear and Clothing
Series 3, Episode 2 Unrated
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Will's (Eric McCormack) apartment resembles a disheveled boarding house when a rattled Grace (Debra Messing) seeks refuge after someone tries to break into her apartment, but her needy presence - combined with Jack (Sean Hayes) and his latest entourage - force the longsuffering Will to demand that one of them must go. Meanwhile, Will may yet earn a Nobel Peace Prize when he tries to mediate in the lengthy cold war between a feuding Karen (Megan Mullally) and Jack. Shelley Morrison also stars.
Husbands and Trophy Wives
Series 3, Episode 3 Unrated
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Will (Eric McCormack) and Jack (Sean Hayes) can't wait to arrive at the house of two old friends (guest stars Jerry Levine, Tim Bagley) who are known for their wild parties but they discover that the former party animals are now sedately raising an adopted baby girl - and Will shocks Jack when he volunteers to test his shaky parenting skills by babysitting her for them. Elsewhere at a snooty yacht club, Grace (Debra Messing) believes that Karen (Megan Mullally) is jealous of her romantic relationship with Ben (guest star Gregory Hines) but then later regrets taunting her.
Girl Trouble
Series 3, Episode 4 Unrated
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Grace's (Debra Messing) delight in having a bright intern (guest star Natasha Lyonne, "Slums of Beverly Hills") whom she can mentor turns into horror when the young woman re-makes herself into the spitting image of sassy, brassy Karen (Megan Mullally) - and that's at least one too many Karens to handle. Meanwhile, Will (Eric McCormack) and Jack (Sean Hayes) volunteer to act out scenes for a gay sensitivity seminar for the local police but the peaceful intent is lost when they tussle with two lesbian (guest stars Suzanne Krull and Henriette Mantel) cast members who strongly object to their non-inclusive, sexist language. Shelley Morrison also stars.
Grace 0, Jack 2000
Series 3, Episode 5 Unrated
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Grace (Debra Messing) has made up her mind to break up with Ben (guest star Gregory Hines) because she's convinced their relationship is going nowhere - but his charm and refusal to call it quits tempt her to reconsider. Meanwhile, Jack's (Sean Hayes) latest and most outrageous cabaret gig is an absolute bomb until he frantically works an unwilling Will (Eric McCormack) into the act by mercilessly ridiculing his attending friend's most-private confessions. Megan Mullally also stars.
Love Plus One
Series 3, Episode 6 Unrated
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Grace (Debra Messing) rejects an ex-boyfriend's (guest star Jeremy Piven, "Cupid") suggestion that she participate with him and his girlfriend (guest star Maria Pitillo, NBC's "Providence") in a romantic escapade but when she confides in Will (Eric McCormack) and Karen (Megan Mullally) - who falls down laughing at the prospect - the conservative Grace considers throwing caution to the wind. Meanwhile, Will tries to help a newly employed Jack (Sean Hayes) meet a customer (guest star Patrick Dempsey, "Scream 3") at a clothing store by prompting him with witty lines like a latter-day Cyrano de Bergerac.
Gypsies, Tramps & Weed
Series 3, Episode 7 Unrated
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Will (Eric McCormack) reluctantly decides to use a birthday gift certificate from Grace (Debra Messing) to consult a psychic about his future and encounters an absent-minded fortune teller (Emmy-winning guest star Camryn Manheim, "The Practice") whose frighteningly personal predictions leave him reeling. Elsewhere, a guilt-ridden Grace hires a lackadaisical waiter (guest star Robert Romanus) whom she helped to get fired while Jack (Sean Hayes), who forever idolizes music, TV and film legend Cher, stumbles onto the real deal and meets the Oscar winner herself. Megan Mullally also stars.
Lows in the Mid-Eighties, Pt. 1
Series 3, Episode 8 Unrated
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In a flashback to Thanksgiving 1985, coed Grace (Debra Messing) invites her college boyfriend Will (Eric McCormack) home to meet her family, but their romantic relationship swerves dramatically when a conflicted Will phones a teenaged Jack (Sean Hayes) for some crucial advice. Unfortunately, Will and an angry Grace end up temporarily estranged when he blurts out that he's gay and she orders him out of the house - and her life. Megan Mullally and Shelley Morrison also star. Part 1 of 2.
Lows in the Mid-Eighties, Pt. 2
Series 3, Episode 9 Unrated
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In a flashback to Thanksgiving 1985, coed Grace (Debra Messing) invites her college boyfriend Will (Eric McCormack) home to meet her family, but their romantic relationship swerves dramatically when a conflicted Will phones a teenaged Jack (Sean Hayes) for some crucial advice. Unfortunately, Will and an angry Grace end up temporarily estranged when he blurts out that he's gay and she orders him out of the house - and her life. Megan Mullally and Shelley Morrison also star. Part 2 of 2.
Three’s a Crowd, Six Is a Freak Show
Series 3, Episode 10 Unrated
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Just as Grace (Debra Messing) seems to be on the verge of a promising relationship, she undergoes a minor medical procedure that leaves her with an embarrassing ugly sore on her lip, but even though her new beau (guest star Ken Marino, "First Years") accepts her temporary blight, she cannot return the favor when she is horrified to learn he has six toes on one foot. Meanwhile, Will (Eric McCormack) vies with Jack (Sean Hayes) for the attentions of the same man (guest star Paul Fitzgerald) until each agrees to walk away to preserve their friendship. Megan Mullally also stars.
Coffee & Commitment
Series 3, Episode 11 Unrated
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When they are asked to read at the civil union of two friends, Will (Eric McCormack) and Grace (Debra Messing) verbally spar over her self-serving, get-and-take attitude where Will is responsible for everything - but what's really bugging him is the overwhelming feeling that Grace is behaving more like a wife than an old friend. Meanwhile, Karen (Megan Mullally) tries to help a caffeine-addicted Jack (Sean Hayes) get over a failed crush but he's so jacked-up on java that only a tough-love approach will work.
Swimming Pools... Movie Stars
Series 3, Episode 12 Unrated
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Will (Eric McCormack) and Grace (Debra Messing) get carried away in an escrow undertow when they pose as a wealthy couple shopping for homes of the rich-and-famous and visit Sandra Bernhard's (guest-starring as herself) posh townhouse where they become fast friends and make a fake offer - but their ploy fizzles when she accepts their offer. Elsewhere, Karen (Megan Mullally) is forced to attend her young stepson's swim meet and is uncharacteristically chastised by another mother for arriving late while Jack (Sean Hayes) begins attending Codependents Anonymous meetings. Shelley Morrison also stars.
Crazy in Love
Series 3, Episode 13 Unrated
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A sports-challenged Will (Eric McCormack) tries to impress his new friend Matt (guest star Patrick Dempsey, "Once and Again," "Crime and Punishment") - a sportscaster - with his athletic skills by checking into a batting cage but it takes Grace (Debra Messing) to show him how to improve his swing. Meanwhile, Grace is given a mission: impossible when Jack (Sean Hayes) and Karen (Megan Mullally) ask her to exotically re-decorate Jack's apartment.
Brothers, a Love Story
Series 3, Episode 14 Unrated
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Will (Eric McCormack) is torn over ending his newfound relationship with Matt (guest star Patrick Dempsey, "Once and Again," "Crime and Punishment"), a rising TV sportscaster who is extremely reluctant to let the world - especially his macho business associates - know about his sexual preference, so he continues to refer to Will as his "brother." Meanwhile, while Grace (Debra Messing) does her best to help Will decide, Karen (Megan Mullally) is livid when she discovers that he helped draft her husband's will, which will award much of his estate to charity. Sean Hayes also stars.
My Uncle the Car
Series 3, Episode 15 Unrated
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Grace (Debra Messing) dispatches Will (Eric McCormack) to sell her dearly departed uncle's jalopy but after he makes the sale to an enterprising nun (guest star Ellen DeGeneres, "Ellen"), a guilty Grace changes her mind and wants to buy it back - but the sister makes it clear that, short of a miracle, it's going to cost her plenty. Elsewhere, Karen (Megan Mullally) must duel with an equally eccentric rich friend (guest star Leslie Jordan, "Reasonable Doubts") for the housecleaning services of Rosario (Shelley Morrison) while Jack (Sean Hayes) suddenly sees the world differently when he believes his missing father is African-American.
Cheaters, Pt. 1
Series 3, Episode 16 Unrated
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Grace (Debra Messing) is apoplectic when she catches Will's (Eric McCormack) philandering father (guest star and Oscar-winning director Sydney Pollack) on the arm of a glamorous stranger (guest star Lesley Ann Warren, "Victor/Victoria") but she gets even more worked up when she tells Will - and he's happy living with denial. Speaking of cheaters, Karen (Megan Mullally) misunderstands Grace and suddenly suspects that her husband Stan is having an affair, so she sets out to even the score. Sean Hayes also stars. Part 1 of 2.
Cheaters, Pt. 2
Series 3, Episode 17 Unrated
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Grace (Debra Messing) is apoplectic when she catches Will's (Eric McCormack) philandering father (guest star and Oscar-winning director Sydney Pollack) on the arm of a glamorous stranger (guest star Lesley Ann Warren, "Victor/Victoria") but she gets even more worked up when she tells Will - and he's happy living with denial. Speaking of cheaters, Karen (Megan Mullally) misunderstands Grace and suddenly suspects that her husband Stan is having an affair, so she sets out to even the score. Sean Hayes also stars. Part 2 of 2.
Mad Dogs and Average Men
Series 3, Episode 18 Unrated
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Grace is smitten when she meets Sumner (guest star Paul Satterfield), the charming and handsome nephew of Karen (Megan Mullally), but Grace's attempts to arrange a date are constantly thwarted when Karen conjures up a litany of lies to dissuade her. Meanwhile, Will (Eric McCormack) tries to terminate his dead-end relationship with a needy nebbish (guest star Peter Jacobson) but postpones the dramatic moment because he's so infatuated with the guy's lovable doggie. Sean Hayes also stars.
Poker? I Don't Even Like Her
Series 3, Episode 19 Unrated
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Will (Eric McCormack) feels the heat from his poker-playing pals when their weekly get-together is compromised by an obnoxious Grace (Debra Messing) whose ineffective gamesmanship leaves her in debt to everyone, but she begs him for another chance - and confides her secret weapon to regain her losses. Elsewhere, Karen (Megan Mullally) gloats when she and Jack (Sean Hayes) convince her equally haughty and naughty rival (guest star Christine Ebersole) to be her "guinea pig" as the woman submits to experimental plastic surgery.
An Old-Fashioned Piano Party
Series 3, Episode 20 Unrated
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When Grace (Debra Messing) frets that she and Will (Eric McCormack) might drift apart like their similar friends, she impulsively buys an expensive piano which she hopes will cement their mutual bond and love for music - or at least give her an excuse to perform a lot of show tunes. Meanwhile, when Jack is dumped by his latest romantic interest, he vents his grief by writing trashy novels, which instantly draw Karen's (Megan Mullally) passionate attention.
The Young and the Tactless
Series 3, Episode 21 Unrated
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Grace's (Debra Messing) new neighbor (Emmy-winning and Oscar-nominated guest star Woody Harrelson, "Cheers," "The People vs. Larry Flynt") is a slovenly lout whose disheveled lifestyle and grungy habits put him at odds with her well-ordered world - and her only hope to dislodge Pigpen is to provide him with enough romantic advice to reunite him with his long-suffering girlfriend. Meanwhile, a scheming Karen (Megan Mullally) dumps her visiting and elderly mother-in-law (guest star Ellen Albertini Dow, "The Wedding Singer") on Will (Eric McCormack) and Jack (Sean Hayes) just when they score tickets to an exclusive club for that night only.
Alice Doesn't Lisp Here Anymore
Series 3, Episode 22 Unrated
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A whacked-out Grace (Debra Messing) is wracked with guilt over the death of a high school classmate whom she once tormented, so she drags Will (Eric McCormack) along to the funeral - and gets the surprise of her life - while Will offers a sympathetic shoulder to a handsome grieving relative (guest star Todd Stashwick). Elsewhere, an ecstatic Jack (Sean Hayes) asks Karen (Megan Mullally) to accompany him when he is nominated for a lower Manhattan, non-transgender Equity Waiver gay cabaret award.
Last of the Really Odd Lovers
Series 3, Episode 23 Unrated
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Grace (Debra Messing) hates herself for her fatal attraction to a boorish neighbor (Oscar-nominated guest star Woody Harrelson, "The People vs. Larry Flynt") and wants to keep her newborn romance with him a secret; likewise, Will (Eric McCormack) prefers to maintain discretion in his relationship with a much younger man (guest star Branden Williams). Meanwhile, Jack (Sean Hayes) revels in the attention lavished on him by Grace's whacked-out pal Val (guest star Molly Shannon, NBC's "Saturday Night Live") when he revives his one-man show "Jack 2001" - but even his addiction to her perpetual fawning has its limits. Megan Mullally also stars.
Sons and Lovers, Pt. 1
Series 3, Episode 24 Unrated
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An exasperated Grace (Debra Messing) tries to mediate between a resentful Will (Eric McCormack) and her sloppy, free-spirited boyfriend Nathan (Emmy Award-winning guest star Woody Harrelson) when Nathan moves in while Jack (Sean Hayes) is in a royal dither as he plans to finally meet his unseen father face-to-face. However, Grace grows nervous when the two polar-opposite men find some common ground and she ponders how a devoted boyfriend might affect her equally important relationship with her longtime buddy Will. After settling his father issues, Jack later gets the surprise of his life in a most unexpected fashion. Megan Mullally and Shelley Morrison also star. Part 1 of 2.
Sons and Lovers, Pt. 2
Series 3, Episode 25 Unrated
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An exasperated Grace (Debra Messing) tries to mediate between a resentful Will (Eric McCormack) and her sloppy, free-spirited boyfriend Nathan (Emmy Award-winning guest star Woody Harrelson) when Nathan moves in while Jack (Sean Hayes) is in a royal dither as he plans to finally meet his unseen father face-to-face. However, Grace grows nervous when the two polar-opposite men find some common ground and she ponders how a devoted boyfriend might affect her equally important relationship with her longtime buddy Will. After settling his father issues, Jack later gets the surprise of his life in a most unexpected fashion. Megan Mullally and Shelley Morrison also star. Part 2 of 2.
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