[GRACE IS SITTING ON THE COUCH READING A MAGAZINE WHEN JACK ENTERS.]

JACK: Hi. Is Will back from his date with that cop guy?

GRACE: No, still out.

JACK: He is? I figured by now he be curled up in his bed crying himself into a Snickers bar. [GIGGLES]

GRACE: Why do you do that, Jack? You're his friend. Why does Will's pain always amuse you?

JACK: 'Member that time his date went so badly, he came home and started writing a play? [LAUGHS]

GRACE: Ah! You mean, If Gay Means Happy, Why Am I So Sad? Yes, that--

[GRACE AND JACK LAUGH HYSTERICALLY.]

[CUT TO THE HALLWAY. WILL AND VINCE EXIT THE ELEVATOR AND WALK TO WILL'S APARTMENT DOOR.]

WILL: Well, this is the first time I've had a police escort to my door. Well, second. I was dressed as a prostitute for Halloween. There was a bit of a mix-up. Heh...

VINCE: I have a hard time too on Halloween in the Village. People never believe I'm a cop. They're always asking me where the Indian and the construction worker.

WILL: Heh-heh.

[CUT TO INSIDE THE APARTMENT. GRACE AND JACK ARE STANDING AT THE DOOR LISTENING. GRACE IS LOOKING OUT THE PEEP HOLE.]

JACK: Okay, let me see.

GRACE: No. No. Get off.

JACK: You get off.

GRACE: Get--

[JACK AND GRACE PUSH EACH OTHER, FIGHTING TO GET IN FRONT OF THE PEEP HOLE.]

[WILL TRIES TO PUSH OPEN THE DOOR.]

WILL: Hi!

[GRACE AND JACK JUMP UP AWAY FROM THE DOOR.]

GRACE: Oh, hi!

[WILL ENTERS.]

WILL: What are you doing?

GRACE: We were just, uh, looking for a new spot in the apartment to hang out. Jack, what do you think about right here?

[GRACE AND JACK STAND IN THE SPACE BETWEEN THE FIREPLACE AND THE DOOR.]

JACK: This looks great. Looks like a keeper.

GRACE: This works.

[WILL SHAKES HIS HEAD AND WALKS PAST. HE PULLS OUT HIS CELL PHONE AND BEGINS TO MAKE A CALL.]

GRACE: [SUSPICIOUS] Who are you calling?

WILL: Vince. Even though I'm gonna see him in the morning for coffee, I just thought it might be nice to leave him a message telling him how much I like him and how I can't wait to see him again. It's what I do after a first date. It's kinda my thing.

GRACE: Yeah, you know what else is kinda your thang? Not having a second date. Put the phone down.

WILL: Well, isn't it rude not to leave a five minute message... Including a top ten list of the night's best moments?

GRACE: For someone who is so smart in life, you are so dumb in love.

WILL: Why? What are you talking about?

JACK: Will, you're too needy. It's a turnoff. The whole town's talkin' about it. Well, I'm talkin' about it. The whole town's listening.

WILL: I like him. What's wrong with telling him I like him?

GRACE: There's nothing wrong with-- It's just-- Okay, look. Let me come at it from a-- from a different angle here. Um, okay. Okay. What quality do you find most attractive in a man?

WILL: When he ignores me?

GRACE: Exactly. Let someone chase you. Let someone call you. Let someone do for you.

WILL: But I don't want to play those games. My god, I mean, I'm in my early thirties.

JACK: Darling... You, like your waist size, are not in your early thirties anymore. Try playing it cool for once. Men don't like to be chased. They like to do the chasing.

WILL: But we're both men.

JACK: We're in an ugly area. Let's move on.

SCENE II: Grace Adler Designs

[KAREN IS STANDING AT THE WATER COOLER LOOKING AT HER WATCH WHEN JACK ENTERS FROM THE ELEVATOR.]

KAREN: Oh, honey, where have you been? I've been waiting here at the water cooler for us to have our water cooler chat.

JACK: So did you start talking about "Sex and the City" yet?

KAREN: We just started. Oh. Honey, I am so glad that Carrie ended up with Big instead of that 70-year-old ballerina.

JACK: I know. [SIGHS] And when she walked into that coffee shop at the end and the other girl started screaming, I'm not ashamed to say I was crying like a little girl. Well, of course, I was piercing my ears too.

KAREN: [SIGHS] Oh, honey, I'm gonna miss my "Sex and the City."

JACK: Oh. Me too, Karen.

KAREN: But at least I've still got my "Frasier" and my "Friends."

JACK: Well, wait, didn't you hear? "Frasier" and "Friends" are going off the air too.

[KAREN HAULS BACK AND SLAPS JACK ACROSS THE FACE--HARD.]

KAREN: Don't tell me that, Jackie! Not now. Not today.

JACK: Believe me, Karen, I know. It's tragic.

[KAREN SIGHS.]

JACK: I went through some of the biggest changes of my life with those shows. Cargo pants came in, went out, came back in again.

[KAREN NODS.]

JACK: I don't know whether they're in or out, but I bought 32 pairs of them with Will's money so I'm gonna wear 'em.

KAREN: You wanna talk about changes? I went through perhaps the most important milestone of my life: the tiny knapsack.

JACK: Oh, the tiny knapsack. How could a knapsack so tiny hold all my dreams?

KAREN: Oh, Jackie, what are we gonna do? What are we gonna talk about around this water cooler every Monday, Wednesday, and Friday morning?

JACK: I don't know, Karen. I mean, you hear about when other people lose their shows, but you never think it's gonna happen to you. It makes me sick to think how cruel I was to my own mother when "Barnaby Jones" got cancelled.

KAREN: [SIGHS] You know, when Stan died, I knew just what to do. A few months later, I simply got engaged to someone else. But this is different, Jackie. This is television.

JACK: But, Karen, don't you see? We just have to find a new show. Something that combines the gay sensibility of "Sex and the City," the gay sensibility of "Frasier," and the gay sensibility of "Friends."

KAREN: [GASPS] Oh, honey, you mean like "Magnum, P.I."?

JACK: No, Karen. That show got cancelled years ago.

[KAREN HAULS BACK AND SLAPS JACK ACROSS THE FACE.]

SCENE III: The Coffee Shop

[WILL AND VINCE ARE SITTING AT A TABLE DRINKING COFFEE.]

VINCE: You know, I never really had my heart set on being a cop. I just knew I wanted to wear blue and ride around in a car with another guy all day. Besides, with all four of my brothers being cops--

WILL: Wow, five brothers, all cops? I think I have that video.

[VINCE LAUGHS.]

WILL: [VOICE-OVER, THINKING TO HIMSELF] You hear that laugh? He digs me. What's Grace talking about? I don't have to be cool and aloof to get a guy to like me. I can just be myself. In fact, this is the perfect time to--

WILL: [TO VINCE] You know, there's this new bar I've been dying to check out. The Third Street Grill. It's the first gay bar in Manhattan that doesn't have a pun in its name. Although lately, we've been referring to it as "The Third Street Girl." [CHUCKLES] Tomorrow night, you wanna go?

VINCE: Ooh, I don't know. I'm not sure what time I'm working till.

WILL: Well, why don't I just give you all my numbers? That way you can call me when you're done. I'm not really doing anything. Just a night of soup and online Yahtzee. Heh. So, yes?

VINCE: Maybe.

WILL: Maybe's not a no.

VINCE: Well, as the homicide detectives like to say, I'm gonna go window-shop the muffins.

[VINCE GETS UP AND WALKS OVER TO THE COUNTER.]

WILL: [THINKING] You pathetic, needy, idiot! Grace was right. Why didn't I let him ask me out? Ugh. I've gotta remember to buy Bounce. Buy Bounce. Buy Bounce. Wait, what was the other thing I was thinking about? Oh, right. Let him come to me.

[VINCE RETURNS AND SITS DOWN.]

VINCE: Hey, is there a lot of fat in madeline's? You know, those holsters can be so unforgiving. What?

WILL: You know what, actually, I just--I just remembered I-I-I actually have plans for tomorrow night. So forget about the bar.

VINCE: Oh, really? 'Cause I was gonna see if I could maybe move some stuff around.

WILL: Well, you know, why don't you, uh, why don't you check in with me late tomorrow, I'll see where I am.

VINCE: Okay.

[WILL STANDS UP TO EXIT.]

WILL: [THINKING] Well done, Billy boy. How come more people don't call me that? Oh, right. 'Cause I'm 40.

[WILL EXITS.]

SCENE IV: Will's Apartment

[JACK AND KAREN SIT DOWN ON THE LOVESEAT IN THE TV ROOM.]

KAREN: All right. This is it, Jackie. The beginning of a new era. We are going to let new fictitious characters into our lives.

JACK: Now, I think it's important to be fair to these new shows. So let's give each one of them five seconds to grab our interest.

[JACK TURNS ON THE TV WITH THE REMOTE CONTROL.]

KAREN: All right. Bring on the shows.

JACK: Nope. [JACK CHANGES THE CHANNEL WITH THE REMOTE.]

KAREN: Nope. [JACK CHANGES THE CHANNEL.]

JACK: Fat guy, skinny wife. [JACK CHANGES THE CHANNEL.]

KAREN: Fat guy, skinny wife. [JACK CHANGES THE CHANNEL.]

JACK: Fat guy, skinny wife. [JACK CHANGES THE CHANNEL.]

KAREN: Ugly guy, skinny wife? America is not ready for that.

[JACK SIGHS AND TURNS OFF THE TV.]

JACK: [ROLLS HIS EYES] Ugh. The stock dumb character. When are they gonna stop insulting our intelligence with these morons?

KAREN: [SIGHS] Jackie, you accidentally turned it off. You're looking at your reflection.

JACK: Oh.

[JACK TURNS THE TV BACK ON.]

KAREN: Okay, now this is like a pastiche of five other shows like something written by a committee. They're trying to please everybody, but ironically have ended up pleasing nobody.

[JACK TURNS THE TV OFF.]

KAREN: [SCOFFS] It's hopeless, Jackie. TV is over!

[KAREN AND JACK STAND UP AND WALK TO THE KITCHEN TO GET A DRINK.]

JACK: Pfff. You're right. There's never gonna be shows like that again. There's never gonna be a funky barka lounger in an immaculate Seattle living room with two brothers, one fussier than the next.

KAREN: Or six friends living together. [IMITATING CHANDLER BING] Could a show be any funnier?

JACK: Or four women sitting around drinking cosmos talking about penises and penis-hers.

KAREN: Jackie, I think you're forgetting about the fifth woman, a lady I like to call Manhattan.

JACK: So what are we gonna do, Karen? [SIGHS] I guess we'll just have to find something else to talk about.

KAREN: Hey. You know, we could go out and have life experiences of our own, then get together later and discuss them. You know, like the people on TV do.

JACK: Right. That's good, Karen. I'll meet you at Central Perk in an hour.

KAREN: Jack, that place is fictitious.

JACK: Okay, two hours.

[JACK EXITS THE APARTMENT.]

SCENE V: The Third Street Grill/Bar

[VINCE IS LEANING UP AGAINST THE BAR WAITING FOR WILL AS GUYS DANCE TO A REMIX OF "BABY BOY" BY BEYONCE.]

[WILL ENTERS AND SLOWLY WALKS ACROSS THE BAR TO VINCE. HE'S PLAYING IT VERY "COOL".]

WILL: [TO VINCE] Hey.

VINCE: Oh, hey. I was about to give up on you. You said you were gonna be here an hour ago.

WILL: Well, I say a lot of things. Only mean about half of them. [TO THE BARTENDER] Gimlet me. Double time.

VINCE: Apology accepted.

WILL: [TO SOME GUY ACROSS THE BAR] Hey, David.

VINCE: You know that guy?

WILL: We had a thing once.

VINCE: Really? 'Cause he keeps pointing to himself and mouthing, "I'm not David."

WILL: FYI, guys whose names I can't remember, I call "David."

VINCE: You wanna dance?

WILL: Whoa, whoa, slow down. I just walked in.

VINCE: You okay?

WILL: Yeah, I'm fine. [TO A GUY ACROSS THE ROOM] Hey, call me, you monster!

VINCE: Let me guess. David.

WILL: I'm so--I didn't know there would be so many of my exes here tonight.

VINCE: Listen, are you feelin' okay? 'Cause you seem a little--

WILL: What? Cool, aloof, not needy? Might be. I hope that works for ya.

VINCE: Right. Look, I'm gonna hit the john and maybe bust these two guys for sellin' ecstasy. 'Scuse me.

[VINCE WALKS OFF.]

[A FEMALE BARTENDER WITH AN ENGLISH ACCENT WHO LOOKS LIKE SHARON OSBOURNE TAPS WILL ON THE SHOULDER.]

BARTENDER: Hey, he's a nice guy. Why are you being such an ass to him?

WILL: I'm not being an ass to him, okay? I'm playing it cool. Guys like that.

BARTENDER: Really? Then why is he dancing with that guy that looks like Gwyneth Paltrow?

WILL: Huh?!

[WILL TURNS AROUND AND LOOKS TO SEE VINCE DANCING WITH ANOTHER GUY.]

BARTENDER: I tell you, men are such bitches. Why do I work here?!

[WILL PULLS OUT HIS CELL PHONE AND CALLS GRACE.]

GRACE: [ANSWERING PHONE] Hello?

WILL: [INTO PHONE] Grace, look. I followed your advice, and now Vince is on the dance floor with another guy.

GRACE: [INTO PHONE] Okay, listen. Just play it cool, okay? This is how gay men operate. The two of you are locked in a high stakes, erotic, pied-a-terre.

WILL: [INTO PHONE] Pas de deux.

GRACE: [INTO PHONE] That's what I said.

WILL: [INTO PHONE] You said "pied-a-terre." That's an apartment.

GRACE: [INTO PHONE] I know. I took Spanish for two semesters. Just keep ignoring him. It'll work. I promise you.

WILL: [INTO PHONE] Before I do that, is there any chance that your advice could be wrong?

GRACE: [INTO PHONE] Chance? Of course. Good chance. Just look at my love life before I met Leo. Look at my love life after I met Leo. Really, when I give you advice, I'm just talking out of my ass.

WILL: [INTO PHONE] I can't believe I ever listen to you! Never again! Okay, what do I do now?

GRACE: [INTO PHONE] Well, it's a puzzle. I mean, clearly, he's a guy who hates guys who play games.

WILL: [INTO PHONE] Like the games you told me to play.

GRACE: [INTO PHONE] Yeah. He hates that. So, I think the best chance you have right now is to just completely put yourself out there. Just totally show him how you feel, like some huge, exposed, raw nerve just covered in need.

WILL: [INTO PHONE] In other words, what I was gonna do to begin with.

GRACE: [INTO PHONE] Like I said, outta my ass.

[WILL HANGS UP THE PHONE IN DISGUST.]

SCENE VI: The Coffee Shop

[KAREN AND JACK ARE SITTING AT A TABLE DRINKING COFFEE. THEY ARE LAUGHING REALLY HARD AT A STORY KAREN JUST TOLD.]

JACK: Oh, boy, Kare, that was great. Who needs TV when you can have life experiences like that?

KAREN: Right!

JACK: Okay, my turn.

KAREN: Okay.

JACK: Okay. So I went to a delicatessen--

KAREN: A delica what? [LAUGHS]

JACK: A delicatessen. And after I placed my order, I had realized I had forgotten to say, "All white meat turkey."

KAREN: Uh-oh. [LAUGHS]

JACK: So I went back to the guy, and I said, "Could you make that all white meat turkey, please?" And you know what he said?

KAREN: No, but I bet it's gonna tickle and inform me. [LAUGHS]

JACK: He said, he said, "Sure." [JACK LAUGHS HILARIOUSLY.]

KAREN: [NOT LAUGHING] That's it? That's your life experience?

JACK: It's a lot better than yours. "Rosario's brother is a political prisoner." Boring.

KAREN: Yours was boring! At least mine was topical.

JACK: Mine had two characters and a twist.

KAREN: What was the twist?

JACK: He said "Sure!"

KAREN: Jackie, let's face it. Without our shows, we're nothin'.

JACK: I know. It's so sad. Never be happy again.

KAREN: No.

[BEBE NEUWIRTH ENTERS THE COFFEE SHOP AND WALKS UP TO THE COUNTER.]

BEBE: 'Scuse me, did I leave a cell phone here?

JACK AND KAREN: [SCREAMING TOGETHER] LILITH!!

JACK: We love you!

KAREN: We love you, Lilith!

BEBE: That's great. Thank you. Thank you. It's Bebe.

KAREN: Ha ha ha ha ha. God, love you, Lilith, you're so dry. Your unemotional monotone provides a needed balance for Frasier's neurotic histrionics.

JACK: Plus, you've got the body of a 14-year-old Korean gymnast.

BEBE: Yeah, I get that a lot. Well, it's always nice to meet fans. Especially in a public place with lots of witnesses and clearly marked exits.

JACK: Lilith, come sit down.

KAREN: Sit down. Sit, sit.

[JACK AND KAREN EACH GRAB AN ARM AND DRAG BEBE TO THEIR TABLE AND PULL HER DOWN INTO A CHAIR WITH THEM.]

JACK: So, Lilith...

BEBE: Bebe.

[JACK AND KAREN LAUGH HYSTERICALLY.]

BEBE: Oh, my god.

JACK: So, Lilith, now, we've stood by your show for 10 years.

BEBE: Frasier's been on the air for 11.

KAREN: We didn't care for season eight.

JACK: How could you end it like this? How could you just walk out on us without an explanation?

BEBE: Okay, you two really need to let go.

KAREN: But we can't!

BEBE: No, I mean, let go. You're hurting me. God, ow.

[JACK AND KAREN LET GO OF BEBE'S ARMS. SHE JUMPS UP OUT OF THE CHAIR.]

BEBE: Look, just move on, okay? I have. There's more to me than Lilith.

JACK: We've never seen it.

KAREN: Come on. Talk like Lilith, we hate your real voice.

BEBE: Well, I will if you will. Look, you guys, you guys are freaks, man. I'm not Lilith, I'm Bebe. I'm an actress. I sing. I'm a Broadway dancer. Look at these pins. [POINTS TO HER LEGS] You know any 40-year-olds who can wrap their legs around their necks? Look, these babies worked for me before "Frasier," they're gonna work for me afterwards. So don't you worry about Lilith.

KAREN: You mean Bebe.

BEBE: No, I mean Lilith. I want to play that bitch forever.

KAREN: You do?

BEBE: Oh, yeah.

JACK: What about your pins?

BEBE: Oh, screw my pins. "Frasier" is such an easy gig, man. They fly you first class to Los Angeles, put you up in the Bel Air Hotel, per diem. [IN LILITH'S CALM, MONOTONE VOICE] I deliver several lines in a robotic monotone and I'm buyin' a new Lexus.

JACK: [CLAPPING] Oh, my God, Lilith's back!

KAREN: [CLAPPING] Lilith's back! Yay!

SCENE VII: The Third Street Grill/Bar

[WILL IS STANDING AT THE BAR. VINCE WALKS UP AND TIPS THE BARTENDER.]

WILL: Hey, you looked really good out there dancing with that other guy.

VINCE: Thanks. See you around.

[VINCE STARTS TO WALK AWAY.]

WILL: Vince, wait. Officer, arrest me... for being an idiot. I feel awful. I made a horrible mistake. That guy that I was before, that's not me. I was just-- I was just playing a game.

VINCE: Will, I don't play games. Look, I'm a romantic. Call me old-fashioned, but I believe when a guy takes another guy out, he should treat him like a lady.

WILL: I believe that too. Look, I really liked you, so I didn't want to scare you away by showing you what a desperate mess I really am. You know, that's-- That's why I didn't call you after our first date or send flowers to the precinct or ask to see your driver's license photo so I could sneak a peak at your birthday and write it in my Palm Pilot with a reminder for the week before: Buy Vince present, smiley face.

VINCE: I don't like when you call yourself a mess. You should learn to love yourself, Will. And then love will come to you. I know that sounds simple, but it took me six years of therapy and a bullet to the neck to figure that out.

WILL: Wow. You're a bigger mess than I am.

VINCE: You say mess, I say work in progress.

WILL: Look, uh, what do you say we get outta here? You know, maybe get a cup of coffee?

VINCE: April 3rd.

WILL: Oh. Okay. Was kinda hoping now.

VINCE: Me too. April 3rd is my birthday. You know, for your Palm Pilot.

WILL: Oh, oh! I was just-- I was just kidding about that. I'm not such a big geek that I'd actually-- Oh, who the hell am I kidding? April 3rd, did you say?

[WILL PULLS A POCKET PC OUT OF HIS COAT POCKET.]

WILL: While I have you here, what is your hat size?

VINCE: Come on, let's get outta here. Oh, hey, on the way home, do you mind if we stop? I gotta buy Bounce.

[WILL SMILES AND PUTS HIS ARM AROUND VINCE'S SHOULDER AND THEY EXIT.]

SCENE VIII: The Coffee Shop

[LATER. BEBE HAS LEFT THE COFFEE SHOP, LEAVING JUST JACK AND KAREN SITTING AT THEIR TABLE.]

KAREN: Hey, Jackie, did we get a little nutty? Thinking that some made-up character could help us? [SIGHS]

JACK: Maybe a little? But it doesn't matter. We don't have to resolve this till the same time next week.

KAREN: Oh.

JACK: I just wish we had something to remember her by.

KAREN: Oh. I got her wallet. Honey, I couldn't resist. She had the tiny knapsack.