SCENE I: Will's Apartment

[WILL IS COOKING A POT OF SOUP WHEN JACK ENTERS, CARRYING A PINK FLYER.]

JACK: Hey, big news, Will! I've discovered a universe where your egg-headedness is celebrated and your feta cheese thighs are overlooked. It's the gay spelling bee.

[JACK HOLDS UP THE FLYER, WHICH READS 'GAY SPELLING BEE CONTEST - HOSTED BY CLUB FOOT'.]

WILL: A gay spelling bee? Can we do that? What happened to the policy of "Don't ask, don't spell"?

JACK: No, silly. It's a real spelling bee. With gay contestants and gay words. Like "flounce"... "hydrangea"... "set design by"... Come on, I need a coach!

WILL: Sorry, Jack. I'd love to, but my mom's still here. I can't leave her.

JACK: Oh... 'Cause you're gay?

WILL: No! Because she hurt her ankle, because she's in a wheelchair. And what you said.

[LEO ENTERS.]

LEO: Hey.

JACK: Oh, hey, Leo. You're tall, with girlish lips. You want to coach me for the gay spelling bee?

LEO: You know I'd love to, but my voice is still a little bit hoarse from the bisexual hog-calling contest. Grace is sick. I just came by to pick up some of Will's magical consommé.

JACK: Well, where am I gonna find a coach?

[KAREN ENTERS.]

KAREN: Heigh-ho!

JACK: Oh, hey, Kare, would you--

KAREN: Sure.

JACK: But you don't even know--

KAREN: Sounds great.

JACK: But if I told you--

KAREN: Come on, let's get started.

[KAREN AND JACK EXIT.]

WILL: [TO LEO] You'd think Karen would have learned her lesson. It's the same way she wound up becoming husband number eight to Elizabeth Taylor. So Grace still isn't feeling well? I thought food poisoning was supposed to be, like, a 24-hour thing?

LEO: It is... if you stop eating the shrimp.

WILL: Well, why didn't you just throw it out?

LEO: I did.

WILL: [DISGUSTED] Oh! The soup's almost ready. I just have to, um.... Could you just turn away for a sec?

LEO: Why?

WILL: My secret ingredient. And I don't like people to know.

[LEO TURNS AROUND. WILL BLOWS A KISS INTO THE POT.]

WILL: Okay. You can look. Ooh! I just realized I have the perfect container.

[WILL PULLS A CONTAINER FROM UNDER THE COUNTER.]

WILL: [SING-SONG, IN A DEEP VOICE] Heat-resistant Tupperware.

LEO: You have a really full life, don't you?

[WILL LADLES THE SOUP INTO THE CONTAINER.]

WILL: Yeah, but I'm about more than just consommé. I do a savory corn chowder and a ginger carrot that's won awards. In my own personal soup contest.

LEO: See, you're not just about being a lawyer. You--you have your soups. I don't have a soup.

WILL: What's going on with you?

LEO: I don't know. I mean, I gave up Doctors Without Borders to be with Grace. And--and it's great. I-I just, uh... I-I miss it sometimes, ya know?

WILL: Well, it's an adjustment. You haven't been back that long. You're still getting settled. Big cast changes at Thoroughly Modern Millie... We're all a little off.

LEO: Yeah, but, you know, they made me an offer. They, uh, want me to come over to Cambodia and set up a clinic. It's a six-month commitment.

WILL: No, no, no, no, no. You can't do that, 'cause Grace will freak out.

LEO: I-I know, but I can't turn it down. I mean, I miss the excitement. Here there's no civil wars, there's no cholera, there's no epidemics. There's--there's nothing to do!

WILL: Nothing to do? Look, if you can say that, then you don't know this city, my friend. You give me 24 hours, I'll show you Will Truman's New York. And you will never want to help a person ever again.

LEO: [SARCASTIC] God, that would be awesome!

WILL: Come on, let's go. We'll drop this off to Grace, and then we will hit the town.

LEO: What about your mom?

WILL: I'll just double her medication. If I play my cards right, I won't have to see her till next Thursday.

SCENE II: The Hallway between Will and Jack's apartments - Café Jacques'

[KAREN IS SITTING AT THE TABLE. JACK EXITS HIS APARTMENT AND SETS A SMALL PLATE WITH A BAGEL IN FRONT OF KAREN.]

JACK: Here's your bagel. I put it in the toaster oven so the cheese and muscle relaxants could get all nice and melty.

KAREN: Finally, a healthy breakfast that tastes good. Okay, sit down. Come on, let's get started.

JACK: Okay. Ooh, this is so exciting! Prepping for the gay bee. My brain is buzzing with knowledge.

KAREN: Okay! Your first gay word is "daiquiri."

JACK: I quit. Let's turn on the TV and watch a Hilton sister milk a cow.

KAREN: Come on, Jack. "Daiquiri." Visualize it. Okay, now, we're at our favorite leather bar. There's a sign in the corner which reads, "If you're wearing a harness, daiquiris are free from 5:00 to 6:00." Do ya see it?

[KAREN POINTS OFF TO THE DISTANCE.]

JACK: [LOOKING] Hmm... I don't.

KAREN: Wait till the fat queen moves.

JACK: Okay, now I see it.

KAREN: Now spell it!

JACK: D-A... I can't see it, the fat queen is back.

KAREN: Spell it!

JACK: D-A-I-Q-U-I-R-I.

KAREN: [CLAPPING] Ha! Honey, you got it!

JACK: [WHINING] Spelling is so hard. It's not nearly as glamorous as it looks in the movies.

KAREN: [SIGHS] Let's cut through the bull. If you want to win, we're gonna have to cheat. So I'll write 30 words on my left boob and 32 on my right.

[JACK LOOKS AT KAREN'S BOOBS, PUZZLED.]

KAREN: What? It's a little bit bigger. And that's normal.

JACK: No, Karen! You can't write the answers on your boobs!

KAREN: Why not? It's the only place in a gay bar that nobody's gonna look.

JACK: No! That would be cheating. It would besmirch the reputation of gay spelling bees organized by drag queens in filthy tranny bars everywhere.

KAREN: All right. I guess I respect your integrity. Now come on! Let's get back to work.

[JACK AND KAREN SIT DOWN.]

[KAREN FLIPS TO THE NEXT FLASH CARD.]

KAREN: Ooh, here's a good gay one. "Doily."

JACK: Doily?

KAREN: Doily.

JACK: Doily.

KAREN: Doily.

JACK: Could you use it in a sentence?

KAREN: He went doily down the street.

JACK: Oh, doily. [JACK SHIFTS FROM SIDE TO SIDE IN HIS CHAIR, AS IF HE'S WALKING.]

KAREN: Uh-huh.

JACK: D-O-I-L-Y, doily?

KAREN: [CLAPPING] Yay!

SCENE III: Bergdorf Goodman Department Store, Cafe

[WILL AND LEO ARE SITTING AT A TABLE. WILL POURS THEM EACH A CUP OF TEA.]

WILL: High tea at Bergdorf's. You are in for a treat. And you thought the personalized makeovers at the Kiehl's counter were exciting?

LEO: I-I think you're maybe mistaking my allergic reaction for excitement. Well, at least we're sitting down. Who can shop for shoes for four hours?

WILL: I know. Usually you need a whole day. Hey, nice choice, with the Louis Vuitton crocodile loafers. I'm surprised they make them in your size.

LEO: They don't. My five toes are now fused into one giant, throbbing stump.

WILL: A throbbing stump that cute bus-boy just checked out.

LEO: Great. I was hoping that they'd be guy magnets.

[THE WAITRESS BRINGS A THREE-TIER TRAY OF FINGER SANDWICHES TO THE TABLE.]

WILL: On! Here's a game I like to play with my mom. Try to find one speck of crust on these. You won't.

[WHILE WILL IS TALKING, LEO GRABS FIVE OF THE SANDWICHES AND SMASHES THEM TOGETHER TO MAKE ONE BIG SANDWICH.]

WILL: And good luck finding this kind of excitement in Cambodia. Are you ready? And, go--

[WILL NOTICES THAT LEO IS DEVOURING HIS BIG SANDWICH.]

WILL: Leo! That's two hundred dollars worth of cucumbers and cream cheese! You're eating like you just got out of prison!

LEO: [WITH HIS MOUTH FULL] I did! Four hours in the frickin' shoe department with the salesman telling me I "move well for a man of my size"!

WILL: Marco doesn't say that to everyone, okay? The only other big man he's ever said that to is Cedric the Entertainer.

LEO: Will, I gotta be honest with you, man. This isn't workin' out, you know? Except for that one moment in the dressing room where that woman lifted her top in front of us because she assumed we were both gay, it's been kind of a bust.

WILL: Wh--? You don't like Will Truman's New York?

LEO: I find it a bit fussy.

WILL: You're right. This is the wrong approach. Where's your New York?

LEO: Well, it's not here. And to address your evening plans, it's not waiting outside Joe Allen's for Liza Minnelli to come out either.

SCENE IV: Phoenix - A Gay Bar

[JACK AND KAREN ARE IN THE CROWD WAITING. JACK IS WEARING A PLACARD AROUND HIS NEXT DENOTING THAT HE IS CONTESTANT #12. CONTESTANT #11 IS CURRENTLY ON THE STAGE.]

JUDGE: The word is "DeGeneres."

CONTESTANT: DeGeneres? Can you use it in a sentence, please?

JUDGE: I like Ellen DeGeneres.

CONEESTANT: D... E-G-E-N-E-R... O-U-S?

[THE JUDGE RINGS THE BELL, SIGNALING THAT THE CONTESTANT IS INCORRECT.]

CROWD: Awww...

JACK: Oh, God, karen. I'm next.

KAREN: Yeah.

JACK: I don't know if I can do this! I mean, look around. These are the best homosexual spellers from 14th through 23rd Street.

KAREN: Honey, I know how you feel. I once had to spell my last name for a cop. It's a lotta pressure.

JACK: [SIGHS] You're right. I just--I just had a little crisis of hope and faith-- starring Kelly Ripa, Fridays at 9:00-- But, uh, I'm okay. I'm okay. Thanks. And thanks for believing in me.

KAREN: Oh, you're welcome.

[JACK AND KAREN GET READY TO GO ON STAGE.]

JUDGE: Contestant 12 to the dais. [TO KAREN] Excuse me. Hags must stand ten feet back from the stage.

KAREN: Oh, of course. I'm sorry, I forgot about the Grace Adler ordinance. I'll be right over here.

[JACK TAKES THE STAGE.]

JUDGE: The word is "taffeta."

JACK: Taffeta.... Could you use it in a sentence, please?

JUDGE: I like taffeta.

JACK: Thank you. Taffeta, T-A-F-F-E-T-A, taffeta?

JUDGE: Correct.

[THE CROWD APPLAUDS FOR JACK.]

SCENE V: Madison Square Garden - A New York Rangers hockey game

[LEO AND WILL ARE SITTING IN THE FRONT ROW.]

[LEO AND THE CROWD CHEER.]

LEO: Yes! All right, Rangers! Whoo! Whoo!

WILL: Yeah, that was exciting. [TO THE MAN SITTING NEXT TO HIM] Maybe we can keep the beer on our own laps.

LEO: Let's go, Rangers! [CLAP CLAP CLAP-CLAP-CLAP]

GUY: Let's go, Rangers! [CLAP CLAP CLAP-CLAP-CLAP]

WILL: I love clapping. This is fun. Let's go--

[TWO HOCKEY PLAYERS SLAM INTO THE GLASS IN FRONT OF WILL AND LEO.]

WILL: [SCREAMS AND CLUTCHES LEO] Aah! Sorry, I just assumed they'd stop while we were clapping.

LEO: No. Oddly, they play all through our clapping. Pass! Pass!

WILL: Come on, pass, you--you hot French-Canadian god! [TO LEO] Too flowery?

LEO: No, no. Drunk, belligerent hockey fans love a gay catcall.

[THE PERIOD HORN BLOWS.]

WILL: Oh, great. Well, that was a good game. A little long, but fun.

[WILL STANDS UP TO LEAVE.]

LEO: That was just the first period.

[WILL SITS BACK DOWN.]

WILL: Oh, good. I got confused. At Beauty and the Beast on Ice, the buzzer means one of the utensils fell. But good, good, good! More hockey fun.

[WILL PICKS UP HIS DRINK AND LOOKS IN THE CUP.]

WILL: Bloody tooth in my soda.... [SETS THE CUP BACK DOWN.]

LEO: Will, I gotta go.

WILL: Oh, Thank God. 'Cause this guy's hot dog burps are so strong, I could spread mustard on 'em.

LEO: No, no, no. Cambodia. I-I think I gotta take that job.

WILL: No, you don't. So just put it out of your mind. Just focus on the game and the fun we're having. Let's go, Strangers! [FLOURISHED CLAPS] Let's go, Strangers! [FLOURISHED CLAPS] Let's go--

LEO: It's, um... it's--it's Rangers. And, uh, the clap you're doing is from West Side Story. Thanks for trying.

WILL: Come on, Leo. Think of everything you've got here. You can't go again, you just can't.

LEO: I'm sorry, man. I-I-I gotta go. I don't know what else is gonna help. Maybe I'll just get myself a helmet full of ice cream.

[LEO GETS UP AND WALKS TO GET ICE CREAM.]

GUY: [TO WILL] Don't make it hard on your boyfriend. Let him go. If he loves you, he'll come back.

WILL: No, we're-- We're not together.

GUY: Really? Can I... buy you a light beer?

[THE GUY SMILES AT WILL.]

[A BIT LATER. LEO RETURNS WITH BOWLS OF ICE CREAM FOR HIMSELF AND FOR WILL.]

WILL: Do you really have to go all the way to Cambodia? Couldn't you just find a Cambodian family in Brooklyn and give them flu shots?

LEO: Will, if I stay here when I don't want to, I'm just gonna end up resenting Grace.

WILL: What's a marriage without resentment? How do you expect to raise creative kids?

LEO: I thought you'd be happy to get rid of me. I mean, then you'd get your girl back.

WILL: Oh, please, that's the last thing on my mind. Late nights sitting on the sofa, eating popcorn, watching bad TV. Ooh, when are you leaving? Because tomorrow night they're showing outtakes of "Newlyweds: Nick and Jessica," where he comes this close to hitting her. [WILL LAUGHS.]

LEO: I gotta go talk to Grace. Maybe I'll put her in a good mood by digging some shrimp out of the trash.

WILL: How are you gonna break it to her?

LEO: I don't know. I was thinking I could start with something like, "Grace, this isn't really about you--"

WILL: And you just lost her. Here, let me help you. Try something like this. "Grace, if you knew that I was in a place where I was unhappy, you'd want me to leave that place, right? And go to someplace where I was happy."

LEO: Ooh, because if she says no, it's like she wants me to be miserable.

WILL: Exactly. That's the key in dealing with Grace. You've got to rhetorically box her in, then you can work her like a puppet.

LEO: Okay, okay. So, so I'll open with, "Grace, you want me to be happy, don't ya?"

WILL: Trust me, then she'll say, "More than anything, Leo."

LEO: And when she says that, I'm home free.

SCENE VI: Leo and Grace's Apartment, The Bedroom

[GRACE IS LAYING IN BED. WILL BRINGS HER A BOWL OF SOUP ON A BED TRAY.]

LEO: How ya feelin', honey? I brought you some consommé.

GRACE: Ooh. You're the best husband in the whole world. I love you so much.

LEO: I love you too. Grace, you want me to be happy, don't ya?

GRACE: Not if it affects me negatively in any way.

[GRACE SMILES AND EATS A SPOONFUL OF SOUP.]

SCENE VII: The Gay Bar - The Spelling Bee

[JACK IS IN THE MIDDLE OF SPELLING. THERE ARE ONLY SIX OTHER CONTESTANTS REMAINING.]

JACK: --O-W, J-O-B. Eyebrow job.

[CUT TO LATER... DOWN TO JACK PLUS FOUR OTHER CONTESTANTS.]

JACK: D-I-R-R-R-T-Y. Christina Aguilera's "Dirrrty"?

[LATER]

JACK: --H-I-S. Mom, I don't know how to tell you this.

[LATER. ONLY TWO OTHER CONTESTANTS REMAIN, PLUS JACK.]

JUDGE: The word is... "GQ."

JACK: Did you say GQ?

JUDGE: Congratulations. You've made it to the final round.

[Cheers and applause]

JUDGE: Okay, Jack, since your opponent broke down while spelling "disinherited"... if you get this right, you will be our champion. The word is "maitre d'."

THE CROWD: Ooohhh...

JACK: Uh, that's not a gay word.

JUDGE: Of a roller disco.

THE CROWD: Ahhh...

JACK: Maitre d'. M-A... Uh... M-A... [GROANS] M-A-- Ugh...

JACK: [QUIETLY TO THE REMAINING CONTESTANT] Do you know what it is? [HE SHAKES HIS HEAD]

JACK: Um...

KAREN: Oh, uh, excuse me, waiter. [LOUDLY] I would like some tea. I-T!

JACK: Wait a minute. Karen, those almost sound like letters.

[THE CROWD GASPS]

JUDGE: I'm sorry. Hag Number 12, you're gonna have to leave.

KAREN: No!

JACK: M-A-I-T...

KAREN: Hey, get your paws off of me! Who do you think you are?! "R"!

JACK: M-A-I-T... R...

KAREN: Eeee! A mouse! Eeee!

JACK: Uh... M-A-I-T-R...

KAREN: "D"!

JACK: Would you keep her out of here?!

KAREN: No! Jack! Without my help, this could end in a catastra-postrophe.

SCENE VIII: Will's Apartment

[WILL KNOCKS SOFTLY ON THE GUEST BEDROOM DOOR.]

WILL: Mom? You up yet? Okay, two more days, then I'm coming in there to check on you.

[A KNOCK ON DOOR. WILL LETS LEO IN.]

WILL: Hey!

LEO: Hey. Here's your Tupperware. [LEO HANDS WILL THE EMPTY CONTAINER.]

WILL: Well, you didn't have to bring it right back to me.

LEO: Then how come you made me leave my driver's license?

WILL: Well, I just wanted to make sure you knew I wasn't... giving it to you forever. Do did you talk to Grace? What did she say?

LEO: She was great. I'm gonna go.

WILL: Well, good for you. And don't you worry about her. She'll be a bit of a mess, but I'll take care of her. That's what I do. That's what I've always done. I'm her rock.

LEO: Actually, Will, she's coming with me.

WILL: What?! Grace in Cambodia?! She thinks the Khmer Rouge is make-up.

LEO: She understood why I had to go, and we don't want to be apart, so she's comin' for the whole six months.

WILL: What?! But you're not leaving for a while, right? I mean, I need a chance to get used to this.

LEO: We leave in three days.

WILL: [PANICKED] What?! She's never been away from me that long! She'll never hold it together without me!

LEO: You can come with us, if you want to.

WILL: [PULLING HIMSELF TOGETHER] No, thank you. No. One of us has got to stay here and be the rock.

SCENE IX: The Hallway between Will and Jack's apartments, Café Jacques'

[KAREN IS SITTING AT THE TABLE, IMPATIENTLY WAITING FOR JACK. JACK EXITS THE ELEVATOR.]

JACK: Well, look who it is. My supportive friend and spelling coach. Got anything written on your freakishly tinier boob?

KAREN: It's only smaller when it's scared. Honey, I'm sorry. I'm sorry I tried to make you cheat. And I'm sorry you lost.

JACK: The only thing I lost tonight was your faith in me.

KAREN: I know. I screwed up. I just-- I didn't want to see you devastated.

JACK: Well, shame on you. Shame on you for perpetuating the stereotype of the weak gay man who's reduced to hysterics under the slightest bit of stress.

[WILL AND LEO EXIT HIS APARTMENT. WILL IS WRAPPED IN A BLANKET, CRYING.]

WILL: [WEEPING] She's leaving! Oh, my God, she's leaving!

LEO: [QUIETLY TO WILL] Shh, shh, shh, shh, shh. It's okay.

WILL: [CRYING] It's okay for you!

[WILL AND LEO GET IN THE ELEVATOR.]

KAREN: [TO JACK] I know, honey. It's terrible. It's just like saying that certain religious groups are cheap.

LEO: There's my penny!

[LEO BENDS OVER TO PICK UP A PENNY AS THE ELEVATOR DOORS CLOSE.]

KAREN: [TO JACK] I'm sorry, honey. I just wanted you to win so badly.

JACK: Well, that's no excuse. There are more important things in life than winning. But I wouldn't know what they are. Because I won!

KAREN: Shut your pansy pie hole! You did not win!

JACK: I did!

KAREN: What?!

JACK: Um, 105 bucks... I won Travel Scrabble. And this trophy, which I can only keep overnight because they need it tomorrow for the shemale egg toss contest.

KAREN: Honey, how did you do it? Did you spell maitre d'?

JACK: No! No one could. Not even the judge. And he's a maitre d'! They went to a bonus round. But the other guy couldn't get "erect."

KAREN: Oh...

JACK: I, however, could. Heh-heh. [GRINS]

[KAREN AND JACK GIVE EACH OTHER A HIGH-FIVE.]

SCENE X: Grace and Leo's Apartment

[GRACE IS STILL LAYING IN BED, WHEN WILL ENTERS.]

WILL: Hey, pukey. How are you feelin'?

GRACE: Just a little nauseous, just a little achy. I'm so tired I could barely lift my head up.

WILL: Yeah... You're fine, aren't you?

GRACE: [QUIETLY] Don't tell Leo. If I stay in bed, he'll have to pack for me. Shh.

WILL: Can I get in?

GRACE: Okay, but before you do, I just wanna say that we are not gonna do this big emotional good-bye with the tears and the blah-blah, like gross people do.

WILL: Of course not. That's not us.

[WILL CRAWLS INTO BED WITH GRACE.]

WILL: Plus, what's the big deal anyway? Six months, it's nothing. It'll go by like a Drew Barrymore marriage.

GRACE: Wouldn't that be closer to eight months?

WILL: [PANICKED] What?! No, no, not gonna do this. Eight months. [SCOFFS] It's nothing.

GRACE: You think I'm doing the right thing?

WILL: I think you have to try. I mean, you've tried everything else. So what are you going to do in Cambodia?

GRACE: Mmm, you know me.

WILL: Yeah, I know you. And I'm still wondering what you're gonna do in Cambodia.

GRACE: [LAUGHS] Oh... help dig a well... work around the clinic... hit the outlet stores. I think there's a Ralph Lauren there, five miles from where they actually make the clothes.

WILL: Oh, remind me, I'll give you 20 bucks. You can pick me up 300 or 400 Polo shirts. What's gonna happen with Grace Adler Designs while you're gone?

GRACE: Got someone to finish up with my clients. And I found a replacement to wake up Karen every day when it's time to go home.

WILL: I guess you're all set.

GRACE: [CHUCKLING] Heh-heh.... I guess so. [LAUGHS]

WILL: And we didn't even get all gross about it.

GRACE: No, we didn't.

WILL: I should get going.

GRACE: No, don't go.

[GRACE PULLS WILL IN AND HUGS HIM.]

[LEO ENTERS.]

LEO: Everybody okay in here?

GRACE: [CRYING] Yeah. Can Will spend the night?

LEO: Sure. Why not? I knew it was just a matter of time.

[LEO GETS IN BED WITH WILL AND GRACE AND HUGS GRACE.]

LEO: Ooh-- [CHUCKLES] Ooh... When did you shave your legs?

WILL: [EMBARASSED] That-- That's me.

SCENE XI: Will's Apartment

[WILL, KAREN, AND JACK ARE SITTING ON THE COUCH.]

KAREN: I'm gonna miss our little girl.

JACK: Yeah. Hope she'll be okay.

WILL: Ah, she'll be fine. Grace is a lot smarter than we give her credit for.

SCENE XII: An Airplane -- En Route to Cambodia

[THE PLANE FLIES OFF, AND WE HEAR VOICE OVER...]

FLIGHT ATTENDANT [VOICE]: Welcome aboard flight 15 to Phnom Penh. We will now begin serving lunch.

GRACE [VOICE]: Oooh, shrimp. Yum....