Jay: Here's Megan! {she strolls out all smiles, waving at the audience}

Jay: You look lovely.

Megan: Thank you! Jay: {holding Megan's hand as he goes behind the desk and she goes to the seat} Look out, don't slip!

Megan: {to audience} Oh, that's so nice!

Jay: I'd pay anything to see you slide down that now.

{Megan laughs}

Jay: Did you ever have one of those when you were a kid?

Megan: Oh, I loved those, they were my favorite!

Jay: A dangerous toy,

Megan :Yeah.

Jay: How've you been? I haven't seen you, I guess since backstage at the Emmys.

Megan: Oh, god, yeah, it was hot back there, wasn't it? It was SO hot.

Jay: It was so hot.

Megan: And it was hot outside. Yeah, I got my mom, my mom came in from Oklahoma city with her boyfriend and you know, cause she didn't come last year and she still had the dress, so she had to get her money's worth out of that. So uh, they came in, and you know, you go through that press line and it takes a (long time), and we were kinda late getting in there.

Jay: Right.

Megan: By the time we got in there, and I had to use the ladies room, as they say, and, uh, I don't know what that means, because I actually did. It sounds like I was in there doing drugs or something, but that's not true. And I'm in the stall, and they assign a little person, a person...

Jay: A little person?

Megan: No, he was normal size, regular. And, uh, they assign somebody to you 'till you get to your seat, 'cause I think like my category was the second one, first one or second, so I'm in the stall and the guy is like at the door three feet away, like repeatedly calling out my name,

Jay: He came into the ladies room?

Megan: Yeah, he's like, "Meg, Megan, common, gotta go, gotta go," and I'm like well, "I gotta go too!"

Jay: Yeah

Megan: You know, "I'm not done yet", so finally I get out there, he whisks me out of the bathroom, he practically puts me under his arm and like runs up the stairs with me, you know. We get into the thing, I get into my seat, and I realise that my mom and her boyfriend and my fiancée are still out in the lobby.

Jay: Oh!

Megan: They'd been left out there, so they never could get in.

Jay: They didn't get in?

Megan: No, they never got in! It didn't really matter, Doris Roberts won anyway.

Jay: Oh, well, good,because you didn't win, it doesn't matter anyway!

Megan: It wasn't quite as exciting! So then they got in after, but you know, the funny thing is, that my publicist, he's really funny, and he's a good friend of ours, and, um, I called him the next morning, and he answered the phone, "Doris Roberts Office!"

Jay: Ooh! {Megan laughs}

Megan: No...

Jay: Did your mom like the show buisness experience? Do you...

Megan: Yeah, she does, she does, she's a fan, but uh, you know, to a point. I mean, it depends on the person. Well, if it's me, she's more happy. Hey, are you an Elvis person?

Jay: I love Elvis.

Megan: You love Elvis.

Jay: I'm an Elvis fan, yes I am.

Megan: Yeah.

Jay: Why do you bring that up?

Megan: Well, I just thought. Because my mom, her fandom sometimes does not extend to certain, you know, it just depends. Well, one time we, uh, we were in Memphis because we were on a road trip, and so I wanted to go to Graceland, and uh, my dad didn't want to go,so my mom was like, you know, "I'll go" but she wasn't a particular Elvis fan, and so we go to Graceland, and you have to park your car in this parking lot, and then you get on this bus or shuttle, and they take you across to the actual house, and you do the tour and at the end you're supposed to get back on the bus and they'll take you back to your car. So we get there and we do the tour, and she's kind of, you know, blasée. And, um, as it progresses, I notice she's getting a little more interested, there's a little film of Elvis when he was young, and she's "Oh, he's a darling". She was getting, her interest was getting piqued. And so, so then I guess I had started talking with some other people in line and I had kinda lost track of my mom, and the thing is over and I'm at the bus, and my mom's not there, and I'm looking around for my mom, and they're like "Oh, is she about this high, this color hair" and i'm like, "Yeah" and they're like "Oh, she's over at Elvis' grave", 'cause he's buried on the premises.

Jay: Right

Megan: So, uh, I go to the grave site, and my mom is like, laying on Elvis' grave, sobbing. {laughs}

Jay: Had she not heard of Elvis up to this point?

Megan: She is like clutching the tombstone, you know, "Too soon! Why?!?" so, in the course of the tour, she had become like literally the ultimate Elvis fan.

Jay: Really!

Megan: So it must be a good tour.

Jay: Yeah, I'm going to digest that for just a minute. We'll take a break, more with Megan in a minute!

commercial break

Jay: Welome back, talking with Megan Mullally. I gotta ask you about something. All these women I meet are facinated by this 'Bachelor" show.

Megan: Yes.

Jay: Now, do you watch it?

Megan: Well, of course I do.

Jay: See, you're an intelligent woman, your're making your own way,

Megan: I know, I know....

Jay: This seems like exactly the type of thing, you would be out there going "Hey hey, stop this".

Megan: Oh, it's the perfect television show!

Jay: Why? Why is that? Why?

Megan: Because he makes out with everybody, and then they all cry and they get really mad, then they make out, cry and get mad, make out, cry, mad, make out, cry, get mad; Its just fantastic!

Jay: Really?

Megan: Oh...

Jay: Do you think women are more competitive then men? 'Cause women all seem to {makes cat noises, meaning cat fight. } It turns into, you know?

Megan: Well, they all signed up to do a show where they are competing for a guy to ask them to marry him, so, I don't know, the sky is the limit once you've done that.

Jay: Could you do that?

Megan: No!

Jay: Let's say you weren't famous, could you go on that?

Megan: Are you kidding?

Jay: Why not? You're competitive.

Megan: I'm not!

Jay: Yes you are!

Megan: No, I'm not!

Jay: You don't think you are?

Megan: No, I'm not, quit pushing me! {laughs}

Jay: You couldn't do it?

Megan: I could not do that, I think it's so absurd, but it's so much fun to watch.

Jay: You see! But you can watch other women do it.

Megan: Yes.

Jay: Did you watch the last year too?

Megan: Of course I did. The bachelor this year has been casting aspersions on last year's bachelor, who I liked.

Jay: In what way?

Megan: I don't know, I guess he thinks his way of playing the Bachelor is better or something; but I have to say, Have you ever seen Cheaters?

Jay: Oh, Cheaters is the stupidest show! {cheers and applause}

Megan: Oh, yes it is!

Jay: {to the audience} Have you seen this show? {to Megan} Tell people, go ahead.

Megan: {to the audience} It is the worst-, I mean it's the worst best, best worst, -however you say that- Oh my god, it's the limit; There's some detective agency out in Texas somewhere and you can hire them, to you know, follow your significant other around if you think they're cheating on you, and they do it, and they get people in surveillance like, they have like, night time cameras, you know? And they get people doing it! In the car, or like out by the lake or something and then they come, they come and they get the person, they get the person...

Jay: Out by the lake, {laughing} Out by 'the' lake.

Megan: Yeah

Jay: Like theres one lake that you have to go 'do it' in. "Ooh, they're doing it by 'the' lake"

Megan: "They're doing it by 'the' lake, the 'naughty lake'!". And there they take the couple, the couple, the couple they're pursuing, out to the place. Say they take the 'cheater' and the 'cheatee', are like in a restaurant somewhere, and they march them out to the place and they show them a little video of the guy or the girl actually getting it on with someone else, and then they go, "and there they are now" see invariably, the person being cheated on runs up, runs and physically attacks them, {mimics pounding a guy's chest, visualize a little kid beating on their dad when they're being put to bed} It's fantastic!

Jay: That's quite an attack. Oh my, god, they attack them like that {mimics Megan's earlier action} By the lake, oh my god, they're being attacked by the lake! {Both Megan and Jay are laughing}

Megan: You can tell how good I'd be in a fight...{mimics again}.

Jay: Not a lot of PBS watching going on in your house, is there? {laughter}

Megan: I don't have time for that kind of thing.

Jay: Now the movie you'e done is quite serious.

Megan: Yes, there's no,-no laughter allowed.

Jay: Now, see, I didn't even recognize you, you looked so different. Well, you look the same, but your whole body, the mannerisms, and everything is so different, 'cause you play a different kind of character.

Megan: Well, the movie, it's a Lifetime movie, it airs on Monday and it's about how two families are affected very adversly by a suicide pact between their teenaged son and daughter, and my daughter actually happens to die and so uh, the clip we are going to show is between me and this incredible english actress Juliette Stevenson, she's so brilliant. We had been best friends, but our friendship had been imbalanced, and because of the tradgedy, I am now starting to realise I had been in a not-such a great relationship with her.

Jay: Ok. It's called "The Pact", it's no "Cheaters", let's take a look.

(clip from "The Pact")

Melaine: Why where my daughters birthday parties always at your house?

Guese: I dont know...

Melanie: you dont know?

Guese: I dont know i guess it just happened that way.

Melanie: It happened... no it didnt happen that way! You orchestrated it that way!

Guese: No, I dont think I did.

Melanie: Bat mitzvah's, birthdays, Christ-Christmas! We arnt even Christians for God's sake!

Guese: I know that Mel!

Melanie: Dont call me Mel! Guese! My name is Melanie! Dont call me Mel in that way!

(end of clip)

Jay: Oh, cool (what a thing to say after a dramatic clip....) That's pretty good, congratulations! You proud of it?

Megan: Yeah, I think it's pretty good.

Jay: Terrific, well, hey, good for you. It's always a pleasure, say 'hi' to mom for me.

Megan: I will. {LOTS of applause, cheers, wistles, etc from the audience for Megan}

Jay: How are ya buddy?

Megan: Im really good.

Jay: I was thinking of you today because you know they do that thing early in the morning where they announce the Academy Awards, and you announced, what is is, the SAG Awards?

Megan: Oh yeah, the Screen Actors Guild Awards. They asked me to announce them , it was a couple weeks ago. And i thought that was great, i was really honored. Well, i hadnt realised that i had to get up at 3:30 in the morning. I go to bed around 2:00. So you have not lived intill you have hair and make-up people ringing your doorbell at 4 o'clock in the morning.

Jay: Why? Why do they have to do it so early?

Megan: I guess because theres New York, im not sure. So i did it and it was fun it, was fine. we annouced the thing and we read it off of a card so its pretty easy. And uh, we get done and the thing i hadnt counted on, i had saved just enough energy to get through the annoucements and then go right to sleep. You know, but i realised i had to do press. So they run you around to all these press, you know like access hollywood and this at that. So there running me around its really loud and theres a lot of people in there talking at the same time, and cameras and equipment and there like ''oh my god its CNN headline news we gotta go right now!'' so they are running me through this thing, down the stairs to this place and they shove one of those things in your ear like the secret service and i put the microphone on and there like ''go!'' and im just looking at the camera doing it, your not talking to an actual person. Its all from satilite. It was really short. Like 30 seconds but for some reason i was a complete-- i was just absolutley imbalsilic for every answer! And they asked me questions like ''the SAG Awards are supposed to be a predictor of the Acadamy Awards'' and i said ''yes, absolutley'' like i didnt know what else to say! Im not an authority on award shows! So, so we get done and theres a silence, there was about 2 or 3 people interviewing me we get done and theres a silence and the guy goes ''thank you, your done'' and theres a silence and the guy goes ''well, it is a little early out there'' and everyone starts cracking up! Because basically what they were saying was ''well shes an idiot but maybe its just because shes tired'' [sympathetically to the audience] Im not an idiot. Well kinda, lil bit. So it was pretty intense. So i thought well here i am at 5:00 in the morning getting lambasted on national television.

Jay: What is this trip you took with your mom? I know you and your mom are close. You always talk about your mom.

Megan: I know i always talk about my mom. [laughs] But she does give me a lot of good material i must say. Well we went to Santa Fe at New Years and uh, we arrived sepratley, and i was there with my fiance and she came in with her boyfriend--

Jay: Her boyfriend?

Megan: Well yes-

Jay: How old is your mom?

Megan: My moms 81

Jay: 81? Wow.

Megan: Her boyfriend is 84. So they get to the hotel and uh, they're at the desk you know they're checking in, and they got in kinda late at night and theres this young girl behind the desk and she says ''alright mrs. mullally we have you in room such and such and mr. smith we have you in room blah blah'' and my mom says ''oh no thats a mistake we're in the same room'' and this poor girl just blenches and theres this long silence and she says ''well... uh... theres only one bed..'' and my moms like ''yeah, wrap it up! Lets go! Get the bags!'' [laughs]

Jay: Come on we're anxious to get at it! Yeah! The guys 84! How much time do i got left? Come on!

Megan: Times awastin!

Jay: Thats funny to me, because my mom, i would come home from college and my mom would go ''so and so s-e-x'' and id go ''mom! i know how to spell im in college!'' its like shes talking in code to my father.

Megan: [laughs] My mom is very not embarressed by anything and opened minded. As a matter of fact i may have something that might amuse you. Well, they came to visit the set of Will & Grace. They came to see a taping, and they loved the cast and loved everybody, and Sean is particularly loveable, just in general. So, they thought ''oh we'll get our picture taken by the NBC staff photographer'' who just happened to be there with Sean. So they go to sit down on the couch, on our set, and this is how Sean chose to pose, for the photograph.

Jay: And the look on your mothers face-- hes doing a gesture with his finger.

[Jay shows a picture of Matt, Sean, and Megan's mother sitting on the couch and they are both looking at Sean's middle finger sticking up]

Megan: [as her mother] I dont think this is right. I ask you.

Jay: Go in close on her mom. She looks a little shocked.

Megan: Now in reality, they thought that was a scream. But the photographer just happened to get it right in that moment where it looks like they are the typical shocked people. [giggles]

Jay: Now you have some celebrities coming on? Madonna is coming on your show?

Megan: Madonna is coming on our show. Well actually im a tinny bit bitter because they have these big glamourous stars on all the time, Demi Moore is on Thursday night and its really good you gotta watch because shes great, and shes so beautiful that its crazy. Um--

Jay: I heard that she spent like 4,000 dollars getting like work done.

Megan: No, [laughs] No, shes a natural, no its just shes just a natural beauty. She has a bone structure-- yeah shes beautiful.

Jay: Yeah she is beautiful, but you dont think shes--

Megan: Jay, sshh--

Jay: had any work done?

Megan: [pauses] Not that i know of.

Jay: [laughs]

Megan: I think shes beautiful. I think shes a natural beauty. Maybe im niave.

Jay: But even a rose needs to be trimmed.

Megan: Lets go on to the next subject.

Jay: [laughs]

Megan: I know that no one accuses me of having any plastic surgery. [eyes the audience]

Jay: Well your a natural beauty.

Megan: [laughs] Yeah, thank you Jay.

Jay: A woman like you-- that skin is like milk. [touches her cheek with his index finger]

Megan: Like butta.

Jay: Like butta.

Megan: Lets talk about little miss Madonna though, because shes coming on the show and i was always kinda bitter because i never get to be in the scenes with all the big glamorous movie stars, well i guess my character Karen, she answers a add, she decides to get a roommate, and it turns out to be Madonna. So that should be really good.

Jay: Is that the clip we have here.

Megan: No, we havnt even shot that yet so. [laughs] This is somethin' else.

Jay: Oh okay, whats the clip we are going to see here?

Megan: Uh, this is were Grace needs adivce and we are having a girls night, and she asks everyone for advice but me and i get a little bent out of shape.

Jay: Lets take a look.

[shows the W&G clip]

Jay: Cool. Now your off doing a play? What play are you doing?

Megan: Im doing a play with my fiance and its kinda romantic, right here around valentines day, because we met at the same theater, the evidence room, here in LA, doing a play 3 years ago almost to the day and we are doing a new play called Mayhem. Its a world premire so we're really excited.

Jay: Oh so the electricity on stage will be good.

Megan: Ohh yeah. We're playing husband and wife. Mhm, okay.

Jay: Oh cool, well congrats. Thanks for coming by.

Megan: Thanks Jay.

LENO: All right, let's get right to it. My first guest, emmy award winning actress, recently got yet another ... yet *another* Emmy nomination for her work on the popular show "Will & Grace." The season premiere is September 25th. Please welcome the lovely Megan Mullally.

[ Cheers and applause ]

LENO: You're a good- looking woman.

MEGAN: Oh, now.

LENO: You *are* a good looking woman.

MEGAN: Thanks.

LENO: I like you.

MEGAN: I like you, too, Jay. [ Cheers ]

LENO: You look like what a woman's supposed to look like.

MEGAN: Well, thanks.

LENO: That's what I like. We have these skinny little "ow!" [makes breaking motion with his hands] break-in-half super models. I don't like that.

MEGAN: I know. I know. I can't do that. I did that a couple of times in my life.

LENO: What's that, the super model thing?

MEGAN: No, no! I was real, real skinny a couple of times. But it's not really very me.

LENO: No, no, no. You're perfect, you're perfect the way you are.

MEGAN: Thank you.

LENO: Have you got another dog? You have a dog, don't you?

MEGAN: Yeah. Well, we have a poodle and we just got another -- a companion piece poodle.

LENO: A "companion piece poodle." Is that what they sell them as? Companion piece poodles?

MEGAN: Well, we have a nine-pound poodle and we just got a five-pound poodle. Our original poodle was a girl, this one's a boy. And his name's Elmo. And he does exhibit many more boy traits than our female that we've had for a few years. It's surprising to me. Because she's very pristine and ladylike and will never do anything untoward. And he sort of has a more boy energy. He likes to eat a lot of different unseemly items in the house. [She pauses delicately ... and the audience starts laughing]

MEGAN: -- you can tell where this story is going. [to the audience] See, I thought that Jay has had too many high class, very hoity-toity guests on this week. And I wanted to bring everything down a notch or two. [ Laughter ]

LENO: Well, you're doing just fine.

MEGAN: Okay. Good to know. So, my fiance snores like a chainsaw and I have to wear earplugs in order to catch a wink of my beauty rest, so I keep them next to the bed. Well, I was missing my earplugs. And the way that I found out why they're missing is because the little Elmo -- his five pounds -- came in to the bedroom and deposited something on -- he came in from outside, he put something on the rug and was going to eat it. And I walkedver and it was an earplug that had already been in and back out --

[audience groans and laughs, Megan turns to them and says triumphantly]

-- and apparently so delicious ... he wanted it again! [ Laughter ]

LENO: You know, I must say, we have had many high-profile guests, but none this classy. [ Leno is totally cracking up here ] That is a -- that is a lovely story.

MEGAN: I have found 4-1/2 pair of earplugs -- that's nine earplugs.

LENO: You didn't put them back in your ear, I hope? No.

MEGAN: Well, I'm thrifty. [Roaring laughter ]

LENO: Now, haven't you been living at the beach? Someone said they saw you walking the sands. They saw this vision, this beautiful --

MEGAN: -- covered from head to toe with a hat on.

LENO: This lovely creature and they said, "I think it was Megan." I said, "Well, I heard she was living down there." Are you living at the beach?

MEGAN: We're not there anymore. We rented a house for two months, within which span of time I discovered that I'm not very beachy.

LENO: You're not beachy --

MEGAN: No, I'm not very outdoorsy, apparently. I spent most of the summer in the house. Yeah, I had a lot of adventures. The house was like, not just on the beach. It was IN the ocean.

LENO: In the ocean?

MEGAN: Yeah, there was no beach. I mean, the waves would come up underneath the house, you know, under the pylons. For some reason the positioning of this house was on some part of the cove, like every wave was like a freaking tsunami. So every time the wave would crash, there would be like an earthquake. So every 15 seconds there was like an earthquake in the house, which was a tiny bit disconcerting. And then I thought, "Well, I like to walk on the beach." So I would walk around to this point and this and that. And one day when I'm walking and I see -- at first I thought maybe he was resting -- but I saw a big dead seal on the beach, which was really sad. However, the thing that I thought was puzzling was there was a couple, a young guy and a girl on a beach towel not 15 feet from this big dead mammal, and I look up and they're waving at me, like, "Isn't it a pretty day?" And I'm like, "There's a big *dead seal* right there." They're putting on lotion. It was just bizarre. [Megan makes a curtain closing wave with her hand.] And, curtain. I just didn't want to be at the beach anymore.

LENO: And curtain?? That's when you know you're talking to a theater person. "And Curtain."

MEGAN: So then -- the sort of the capper was the power went out one day. And I was there by myself. My fiance was working on a show and he was doing a night shoot so he wasn't going to be home until 4:00 in the morning. So the power goes out and I think, "Well, maybe it will come back on before it gets dark." And it didn't. So it's almost dark, and so it's like, "Oh my god, I've got to like, make preparations." So I go running around the house trying to find, you know, like a flashlight and candles. And I found a flashlight and I found like three candles. And I'm like "There's only three candles." And so -- then I realized that I started to get like irrationally freaked out --

LENO: You?

MEGAN: About the fact that -- that the lights had gone out. That the lights were out. I don't know why I was in such a panic. What made me panic was that I realized that there is a big gate at the house that was just like this big thing, there's nothing you could climb up. It was just like this big wall. And it was electronic. So, you know, I was stuck in the house and no way to like, you know, I'd have to like throw a rock with a note on it over -- I didn't know what. Couldn't get my car -- the garage door wouldn't open. Couldn't get my car out. Couldn't get my car out of the gate. So I'm stuck in there. And I'm thinking, "Why am I so panicky?" This is like a touch of claustrophobia, maybe. So I go in the house. It's going to get dark there's an electric fireplace, it's one of those plastic things --

LENO: You mean a gas fireplace?

MEGAN: Right. A gas fireplace. I light this fire with this thing--

LENO: That's very good, with the lighter?

MEGAN: Yeah, with the lighter.

LENO: Well, that's thinking. You're using -- so you light it.

MEGAN: [Getting excited ... waving her hands and totally cracking up] No, wait! Wait! It gets worse! So I light the fire with the lighter and then I'm like, "Now, how am I going to light the candles?" And I'm racing through the house, tearing open drawers and throwing things out of closets, looking for matches ... and I had just lit the fire with the thing!!! And then I was like, "How did I light the fire?" So then l took the thing and lit the candles. I just was like in a panic.

LENO: Can I ask you a question? Oh ... go ahead.

MEGAN: I'm like, "It's dark, and I can't get out." So -- [explaining] I don't go to bed when I'm on vacation until like 3:00 in the morning. So I'm like, "I'm not going to sit he in the dark until 3:00 in the morning with these dogs." And blah blah. So I call a cab company. So I'm like, [mimes talking on the phone] "You have to come and get me. And it's a *situation* and I have two small dogs and we're coming over the gate."

LENO: [Laughing] Dogs aren't afraid of the dark! Did they have to go with you?

MEGAN: [During this part Megan starts laughing so hard at one point she can hardly speak and Leno is rolling ... and she's acting each segment out and sounding a bit like Molly Shannon at one point!] Oh, they don't care! LOL So I finally -- I need a ladder. And I finally find this ladder. And it's like 15 feet high and it's really heavy and it's in the corner of the garage, which the door won't open. So I carry the ladder through the garage and, like, through the kitchen and through the dining room, through the den, through the hallway, open the front door, like down the sidewalk and put it at the gate. And open it up and it's really hard for me to open because it's so big. So I run in and I get, I get like, provisions and I get all of our clothes. And I get everything. And I'm sweating. It took me two hours. Two hours!! And I was drenched in sweat. And I get every little thing out by the ladder and I'm waiting for the cab to come. ---- Oh! And the other thing was my cell phone wouldn't charge unless I was *in* the car. And I'm like, "I'm going to be asphyxiated."

LENO: [Totally cracking up and laying his head on the desk in disbelief.] You're running the car with the garage shut to charge your cell phone??! [More laughter ] How did you get here today? [ Laughter ] Well, continue. What happened then? What happened then? [audience laughs]

MEGAN: So I get everything out there and I'm all sweaty. At one point I had gotten Nick on the phone. But the reception's bad at the beach. So he was like, "I can't hear you." I was literally like, I was screaming so loud. Who would have thought -- like I was in a fire. I mean, nothing bad was happening but I was totally panic stricken. So, finally, of course, the predictable end of the story, is I get everything out there and everything's all ready and I'm all sweaty, and the cab pulls up, and I can hear it on the other side of the big wall -- I mean, I'm going to climb up this ladder, you understand, to this gate that's like this high and I'm going to pass two dogs and some bags and myself over the thing into a cab driver's arms. THAT's my plan! [ laughter ] So the second the cab pulls up, all the lights come back on, and it's like ... BOOM! It's like broadway -- 500 lights come on. I got so mad. So I paid the guy and I left anyway.

LENO: That's a lovely, lovely story. [Lots of applause] It's a wonderful story. Why, that's like a lifetime movie of the week. "Trapped: The Megan Mullally Story." It could be one of those things --

MEGAN: It was like "Escape from Malibu." I don't know why it seemed so important.

LENO: So the last time we were here, we talked about -- we're out of time. That's a great story. Now, you have to come back again.

MEGAN: I will.

LENO: Come back again, we'll talk some more.

MEGAN: Absolutely.

LENO: Megan Mullally. Be right back with Shia laBeouf right after this.

Barbara Walters: Please welcome back to The View, Megan Mullally! (Megan walks out and sits between Joy and Star)

Star Jones: Your hair is amazing!

Megan Mullally: Well guess who cut it? Cut it myself. I cut my own hair.

Meredith Vieria: Thats great!

Megan: Yeah at like 2 o'clock in the morning. Just with the scissors, in the bathroom.

Meredith: How do you get the back?

Megan: Mirrors.

Joy Behar: Why are you doing that? Ritualism? What?

Megan: (laughs) But it looks good, doesnt it? (smiles)

Meredith: It looks really good.

Barbara: Later on in the program we were talking about Tony Soprano, and we have Andrea Borchelli, yeah. (audience claps) If he sang to me, i could do it with anyone, BUT, i didnt say that. So you wanna weigh in on Tony Soprano?

Joy: What do you think?

Megan: Sexy. Somebody said that if he was like a mechanic it might work, the confidence.

Lisa Ling: The power.

Megan: Yeah, the power.

Barbara: Well you just got engaged. To your long time boyfriend. (audience claps)

Megan: Yes i did.

Barbara: So how did he propose to you after two years?

Megan: Well it was very romantic, we had kinda a running joke. (shows Joy her engagment ring) He designed the ring himself and i love it. We had a running joke, uh, i had told him when we first started going out that i didnt wanna get married. And so we, everytime i would start talking about that he would pretend he was reaching in his pocket and pull out a engagment ring and propose. So we had this long running thing, and then he kinda stopped doing it for a long time and i thought oh he just got tired of the gag but it was because he was really going to propose and he didnt want me to think it was a joke. So he uh, we were in London, he had made, hes a carpenter, hes an actor and a carpenter, he made this beautiful box and it had the ring in it. It was beautiful.

Barbara: So now you do want to get married?

Megan: Yeah i do now. (laughs)

Barbara: You changed your mind?

Megan: Yeah.

Lisa: Wait, what made you change your mind?

Joy: Any particular reason? Just like that..

Megan: Yeah, just cause hes a really good guy.

Barbara: Thats not why you cut your hair?

Megan: (laughs) No.

Lisa: Okay Megan, lets talk about The Pact. Which is based on a book that i absolutely loved. Its a big departure from Will & Grace that you are so funny on. But uh, you play a mother whos daughter commited suicide but its not really about suicide is about the relationship between these two mothers, tell us a little bit about it.

Megan: Well its this wonderful actress Juliet Stevenson that i play opposite, she is so amazing--

Joy: British actress?

Megan: British actress. Truely Madly Deeply, if you'v ever seen that movie, its amazing. We had been best friends for 20 years but we had a very imbalaced relationship, and uh, I sorta notice this when all this tragedy accures. Its also the affect on the families as a whole.

Meredith: Its very intense.

Megan: Yeah, its kinda hard to talk about something like that without it sounding kinda schmaltzy but its actually, its good. Its suttle.

Joy: It doesnt sound schmaltzy.

Megan: Its really not, its pretty suttle as those things go.

Meredith: You are such a wonderful actress and you can play such a range of roles, and yet i read that you'v never taken an acting lession in your life.

Megan: I tried to take acting my fall courter in college, but im from Oklahoma and they dont really have acting there apparently. (everyone laughs) So um, it wasnt allowed. I went to this thing, people were rolling around on the ground and i was mortified! I mean i just didnt know what was happening, i was really inhibited and shy. They were telling us to pretend to be like uh, you know, a fruit or something, im like i dont wanna do that. I just think thats dumb. So i got scared and never took any classes.

Meredith: That didnt hurt you, for sure.

Star: Well it is so interesting, and i dont think alot of your fans know, in an edition to being a phenomenal comedic actress and now a dramatic actress, musical comedy, i had no idea you had such a great singing voice! Man, you go girl! Did you guys know that? Shes got a great singing voice, and a CD! A new CD. Its called Big As A Berry, cute. So tell us about the CD.

Megan: Well uh, i have a band called Supreme Music Program and this record is called Big As A Berry, this is actually our second but its the only one you can get on a lable. And uh, its a really eclectic mix, we just do all covers, and its very, you know theres a little something for everybody.

Star: I mean does it make you..

Megan: This record is probably a better reflection of who i am than Will & Grace, or The Pact or, because its closer to me.

Joy: And apparently singing was allowed in Oklahoma.

Megan: (laughs) Yes they allowed singing.

Joy: I was reading that on the set of Will & Grace that you and Sean Hayes who plays Jack, that the two of you are Wacky! And your wacky at rehearsal and you do all kinds of simulated sex things, not real sex, but playing around type things.

Megan: Mm, sometimes. (laughs)

Joy: So and you have alot of celebritys guest stars on the show, Glen Close, amoung many. What happens when they come on the set and you two are..

Megan: Its kinda sad because we have really dignified people like Sidney Pollock and these wonderful people on the show and here we are just like humping in the corner. (everyone laughs) Its not pretty but...

Joy: Glen is alot of fun though i bet she just gets right into it right, Glen Close.

Megan: (laughs) Yeah, yeah.

Barbara: Its a very classy show too. Listen Megan you gotta come back and sing next time. You can do anything from Oklahoma. (everyone laughs) Okay? Will you come back and sing?

Megan: I would love to.

Barbara: We would love to have you back. And in the meantime, i want you to be sure if you can to catch the movie The Pact. It airs tonight on Lifetime, check your local listings for time and make sure its not on opposite Justin Timberlake, other than that you can watch it! Everyone in the audience is getting a copy of Megans new CD.

Megan: I hope you like it!

nscript!

Sharon comes out holding a small puppy.

SO: Welcome everybody! Welcome! Hi! This is my new little friend, Liz.

AUDIENCE AWW!

SO: Little Liz and she's just 6 weeks old. Cute! We have a house full of gorgeous women today. Really fabulous women. We have Megan Mullally from the hit show Will & Grace, we have the gorgeous, gorgeous Courtney Cox-Arquette, and a fab gorgeous, sexy lady, Monica. But first, I've been so excited since the last couple of days hearing about this Michael Jackson thing. Haven't you? I'm like, I'm all like excited to watch the news again cuz there's so much stuff going on about him. All those police cars going in and it's so exciting and romantic and, like-- Oh God, finally do you think (to the dog): Do you think so Liz? (to the audience): Did you see in the paper today it was saying that there's one ferris wheel going cheap and also a couple of monkeys and a couple of llamas. He's already selling them so...

AUDIENCE LAUGHTER

SO: But seriously thought, I don't feel sorry for him and I don't want to hear anybody go "Oh he had such a sad childhood and he was never allowed to be a kid. And he's so talented." We all know that but 45 year old men don't watch videos in bed with little boys. Isn't that odd? I mean, seriously though, can you imagine if my old man was caught in a bed with a 13 year old watching a Disney movie? His ass would be reeled in and you'd never hear about him again.

AUDIENCE APPLAUSE

SO: Enough of my dirty mouth. We have an absolutely wonderful woman coming out. She's gonna be my co-host for the whole day and I'm so excited. (to the dog): Aren't we, Liz? (to the audience): Please welcome the extremely talented and wonderful and always very well dressed, Megan Mullally!

AUDIENCE GOES APPLAUDS AND SCREAMS AS MEGAN WALKS DOWN THE STAIRS WITH WILLA IN ONE ARM AND ELMO IN THE OTHER.

SO: Excuse me, how hot are we? (referring to them with their dogs)

MM: mm hmm!

SO: It doesn't get much hotter Megan, right? Come on, let's sit. Come around here.

MM: How delightful. Look at this! I'm impressed.

SO: God, you look stunning!

MM: So do you, lady!

SO: Stunning!

MM: (to Willa, in a baby voice) Aww... look, it's a little baby. Such a little baby!

SO: This is Liz. Who is this?

MM: This is Willa.

SO: Yes, and?

MM: This is Elmo.

SO: Hi!

SO: Oh dear! You've learned from Michael Jackson, you naughty baby! Spending too much time at the ranch. (responding to Willa sniffing Liz inappropriately)

MM: Aww! Look at this little baby!

SO: I know. How cute. You look so gorgeous. So well-dressed.

AUDIENCE CHEERS!

MM: Thank you! So do you!

SO: Alright. Do you want to tell everyone why we're dressed the same Megan?

MM: Besides great minds thinking alike?

SO: mm hmm.

MM: Will, we, Sharon and I, had dinner the other night.. which was very exciting.

SO: Look, we even have the same shoes.

MM: I know! Look at that!

SO: Stunning!

MEGAN LAUGHS...

MM: At a fancy restaurant, very impressive, and um, we were talking about things we could do and we thought, "well, maybe we'll dress the same" and I said, "wait a minute, we're both Mrs. O's!"

SO: Yes we are.

AUDIENCE CHEERS

MM: I'm married to an O.

SO: Mrs. O's

MM: Mrs. O's. So we have out little O necklaces. (SHOWS NECKLACES) Ya know, I have to say that in retrospect, I thought about it and our husbands are really quite similar.

SO: Well, they're both bad boys. You know that.

MM: They're-- we both married bad boys, I think we can just leave it at that.

SO: Yeah. I mean, have a look. They're so similar.

MM: We have a picture.

THEY SHOW A PICTURE OF OZZY BEING ALL BADASS AND A PICTURE OF NICK PLAYING SOME SORT OF INSTRUMENT. (hysterical!!)

SO: Right?

MM: Right! See what I mean!

SO: Do you see the connection that we have?

MM: Yeah. Yeah. Crazy musicians!

SO: Yeah! Oh yeah! So, do you always wear suits? I've never seen you in a dress.

MM: I'm not-- yeah. I'm not particularly girly, Sharon. Not like you. You're girly!

SO: No. No. I'm getting like you, I like that. (talking about Meg's open shirt, revealing some boobage)

MM: Oh. Well, I've even got a little red brazier on for you!

AUDIENCE CHEERS AS MEGAN OPENS HER SHIRT MORE!

SO: We'll tuck that thing there... That's it, now we're the same. But you ARE girly! Will you stop!?

MM: I'm not, I'm not. No, I'm not. I'm really not very girl at all. I don't wear a lot of jewelry or anything. But, when I was little-- when I was little I was more girly. I went through a little phase where I thought I wanted to be a stripper, which is fairly girly.

AUDIENCE LAUGHS

SO: It's a very girly thing.

MM: Yeah. When I was in about 2nd grade. Actually, um, I came home from school one day, I was-- it was about, ya know, 2nd, 3rd grade-- I was about 8. And someone, for some reason, in Oklahoma City, where we lived, had thrown this big pile of old 45's... ya know, back in the day records... into our front yard and so I went around and gathered them up and much to my, uh, excitement.. one of the records was that song "The Stripper." Ya know the dan a da

SO: Yeah. Dan a da da...

MM: So, I was in heaven and I went in that bedroom and I shut the door and I thought, "Oh my God, this is it, this is my new thing." So, I had this pink boa that my mom had given me. So that, of course, was my big prop and I would strip. Then I had a girlfriend.... this is kind of Lesbo..

SO: Oh, go right ahead! We love it here!

MM: I had a girlfriend named Nelly Gokie. Who I, um, danced with in ballet class. She came over and we would like have stripping competition for each other! Uh huh!

SO: That's cute!

MM: And then my mom came in one time and she thought we were lesbians.

SO: Were you both naked?

MM: We got in trouble. Yes! We were TOTALLY naked.. with a pink boa. With one pink boa.

SO: Ahh! I love it! Was the music still playing?

MM: Yes!

SO: I love it!

MM: And she came in and she was really, she got mad. She got freaked out.

SO: Did you say you were just pretending?

MM: I don't know what we said. We were like "ah-ga-ga-ga!" She like flipped out!

SO: I used to get caught playing doctors and nurses and I used to strip all the boys off and my dad would come in and...

MM: Yeah.

SO: Yeah. Always used to get caught naked. It's terrible.

MM: That's one of the good things about being a kid, is you can get away with stuff like that.

SO: But, talking about getting naked, and stripping... the wedding. You just got married to your bad boy in September, right?

MM: Yes, I did!

AUDIENCE APPLAUSE

SO: A new wedding... I love weddings. Did you have the whole big wedding dress? And the whole big deal?

MM: Hahaha! No! I wore pants at my wedding. I told you I wasn't girly! Does that prove it?

SO: Go on.

MM: Yeah, I did. No, I did. Well, we didn't want anybody to know about it-- Aw, look, Willa's getting run over by the camera.-- We didn't want anybody to know about it so we had this little rouse and we told everyone that-- we invited our families to come out for the Emmy's and then the night before, we uh, had invited everyone over because we have this new house that we moved in to. And so they came over and then we took everybody out in the back yard and said, you know, "Surprise, it's our wedding!" and that's how we did it.

SO: That's a really nice way.

MM: We lied to everybody and we didn't tell-- like, nobody knew-- the caterer didn't know. He thought it was just a party. And the person who made my outfit thought it was for something else and um...

SO: Who married you?

MM: Uh, we had a guy that was an, a professor of Nick's from college, this Japanese man. And he did our ceremony.

SO: That's really nice, so it was low key?

MM: Yes, very low key. It had 25 people.

SO: That's perfect. That's perfect. Like mine where it was just a small group. I think we had about 20 people at mine. So, are you gonna think about having a family now?

MM: Yeah!

SO: You are?

MM: Yeah! We want-- yeah, well we're trying right now. Well, not right this second.

AUDIENCE LAUGHS

MM: (with a mischievous look) or are we? Haha. We're trying and we just started. That's part of our brilliant plan was to wait until I was 45 years old to start trying. Somehow,... I'm not sure.

SO: No, it's a good time because you're ready now.

MM: Yeah, I am ready. I never really wanted to have kids until a few years ago, when I met Nick. And I thought he'd be such a good father. Something just changed cuz I always, I don't know, I wasn't really-- I didn't have that thing that most women have. But now I feel it! But anyways, so we're trying and it's fun because-- it's funny. The doctor told us that we're supposed to do it from day 10 to day 18 and that we're supposed to stay together for 10 minutes... afterwards. And then he said..

SO: Without moving?

MM: Yes. And then he said, "well, you know"-- cuz the guy's supposed to be on top-- so he said, "well, you know, if you-- if it's at night, you could just fall asleep like that." I'm like, "Yeah! I'd be dead in like 10 minutes!"

SO: You'd be suffocated.

MM: Yeah! I'd be dead!

SO: I think I need a drink! Now, you've got to stay together for 10 minutes?

MM: 10 minutes! Together!

SO: Mine's all over in 2, let alone lying on top for 10!

MM: I know! And 10 minutes is a long time Sharon.

SO: It's a LONG time!

MM: So, we have to have supplies brought in and we have like-- like, I have like my lip balm under my pillow. And he's got like a clock like under his pillow. And then, of course it's not a very comfortable-- it's kind of like being in yoga class.

SHARON WAS POURING THEM EACH A GLASS OF WINE WHILE MEGAN WAS TALKING. SHARON HANDS MEGAN A GLASS OF THE WINE.

SO: To babies.

THEY CLINK GLASSES

MM: To babies

SO: Lots of babies

MM: (softly) Lots of babies!

SO: We'll be right back, cuz we're gonna talk private.

COMMERCIAL BREAK

SO: They're in the dressing room. They're in the dressing room. Do you want them out.

MM: No, that's okay.

SO: We were just dog hunting right now. E wanted to see where the dogs are. Do you want them out?

MEGAN SHRUGS

SO: Will you go get the, Jason, please?

MM: I'll hold them

SO: Please, we want them all here.

Sharon says something I don't understand... and Megan laughs

MM: They're be mad then

SO: Megan, when yo'ure not-- well, I mean, working hard at trying to get pregnant, you're working hard in Will & Grace.

MM: Yes!

AUDIENCE CHEERS!

MM: We have the best job in the world.

SO: How did you-- How id dyou come up with the character of Karen? How did you do it?

MM: Will, the character really evolved. I mean, at the beginning, uh, the pilot script that we, uh, read for the auditions is not even the one that was shot. The character was really different. And I wasn't sure how to make it better than-- because it's kind of like Christine Boransky on Cybil a little bit-- I thought, 'She already did that really well," so I can't touch that.

SO: Ha ha! Cybil!

MM: And um, (laughing) you're so funny-- Ha ha! Cybil! And um, she uh, the character, by the time we shot the pilot, had gotten a little more cooky and had some quirks and then um it just really evolved between me and the writers and-- All of the characters, I think, have evolved quite a bit. Like, Will and Grace and Jack have all evolved tremendously. So, it's just--it's a testament to our writers, really because we have these amazing--

SO: Do you think that you have anything in common with Karen? Do you think underneath it all, you're the same sort of woman?

MEGAN LAUGHS

SO: (jokingly) Shut up! Come on! We're trying to do a chat show. Be serious.

SHARON LAUGHS WITH MEGAN

MM: I, I-- I'm really not.

SO: you're not?

MM: No, no. Not a lot like Karen.

SO: Like, you don't like to drink?

MM: (pause)... From time to time

SO: You don't like nice things?

MM: (pause)... Occasionally

AUDIENCE LAUGHS

SO: You don't like boys AND girls?

MEGAN PUTS HER PINKY TO THE CORNER OF HER MOUTH AND GRINS ; AUDIENCE CHEERS AND THERE ARE SOME CAT CALLS!

SO: See! She's just like Karen!

MEGAN LAUGHS AND APPLAUDS

SO: When we-- When we met before, because we had out little dinner together, and I was asking cuz you've had so many amazing guest stars on the show. And of course, I wanted to know all the dirt on Madonna and we never got around to it.

MM: She had just asked me and somebody came up to the table-- a friend came up to talk to her, so then we forgot.

SO: Yeah! What's the dirt on Madonna?

MM: I don't know what the dirt is but she was--

SO: Was she nice?

MM: She was really nice. I thought she was fantastic. She worked really hard. She's very professional, very hard working, perfectionistic kind of, ya know, thing. And it's funny, we don't do a lot of rehearsing on the show. And she just wanted to rehearse, rehearse, and rehearse. I've never rehearsed scenes that much, with anyone cuz usually we just kind of do em, we just block it and then we shoot it. And uh, she was -- She was great in that way. But when she came on, I mean, it's Madonna. She's arguably the biggest star in the world and uh, we were, I mean, I-- it's amazing that she would even do our show-- she's never done a television show and so uh, I had said a couple weeks before, "Listen you guys. You know, none of the rules apply, this is Madonna. It's a different thing and she's fitting it into her schedule." So she came in and uh, she didn't really know... like, who... any of us were. What our names were or our characters.

SHARON LAUGHS!

MM: But she probably hadn't seen the show. And some people were kind of offended by that but I wasn't. I just was like "Hey!" ya know?!

SO: Go with the flow!

MM: We're lucky she's here!

SO: We've got a little clip, do you want to set it up?

MM: Yeah! Well, John Cleese is going to be Karen's love interest this year and he's done one episode so this was a scene where I'm trying--I'm desperately trying to get some information from him and he says, "Well, I'll give it to you for-- every kiss you give me, I'll give you an answer to your question." And this is what happened.

SO: Let's have a little look.

PLAYS CLIP

MEGAN SAYS SOMETHING ABOUT BEING HEARTBROKEN IF HE BROKE UP WITH HER IN REAL LIFE... but I can't hear it all

SO: Don't be ridiculous! Stop it! We're gossiping. Gossiping! Alright, what was it like working out with John Cleese?

MM: Well, you know, we had to do the whole kissing thing and...

SO: Yeah! The legs were going over and oh! What a work out with him?!

MM: Yes! John wasn't there-- John was out of town, he wasn't able to come until about 3 days into rehearsal so they had another guy, another English guy for some reason.

SO: A stand in?

MM: A stand in, who I also had to wildly make out with. Very nice guy named Oliver, really good actor too. But it was just interesting to have 2...

SO: 2 English men?

MM: Yes. Sharing the make out sessions

SO: Do you like English men?

MM: uh... I do now!

AUDIENCE CHEERS!

SO: You're also a great singer.

MM: Aw! That's nice!

SO: and I've gotten to see you perform. Do you love it?

MM: Yeah. I--I really do. It's just a nice creative outlet, ya know. And I've been singing all my life and I did a couple musicals on Broadway years ago.

SO: I was gonna say, would you wanna go back to Broadway and do it again?

MM: Yeah. I really would. But right now, I just like performing uh, with this little band, Supreme Music Program cuz it's just-- it's so not within the realm of anything Hollywood. It's just our own little thing that we have and it's nice

SO: And it gives you great satisfaction and enjoyment, just by doing it low key

MM: Yes. That's right.

SO: I'd love to see you on Broadway though. Doing one of those big Aveeta entrances. Didn't you love that show?

MM: Yes!

SO: When she came out.

MM: So genius.

SO: Loved that! Loved that!

MM: Yeah. She's so amazing. Patty LaPone (?)

SO: Oh yeah! Now, you're staying here, for the rest of the show with me.

MM: Yes, I am!

SO: And when we come back, we've got fabulous women coming in and out all day, so stay with us!

COMMERCIAL BREAK

MM: Oh! Sharon told me that I could invite anyone I wanted to be our next guest... so I invited my next door neighbor! Please welcome Courteney Cox-Arquette!

AUDIENCE CHEERS WHILE SHE WALKS OUT

CC: Hello Elmo, what's happenin?!

SO: Girl's day, Girl's day!

CC: Okay, first of all, what is that little dog? It's the cutest thing I've ever seen!

SO: My daughter's boyfriend actually bought him for me-- bought her for me and came home with this little angel. Isn't she beautiful?

CC: So cute! And what is her name?

SO: Liz. Little Liz.

CC: That is the cutest dog I've ever seen.

SO: I know! She's a jewel.

CC: How old?

SO: She's about 6 or 8 weeks

CC: Oh my God, this ring is bigger than the dog!

SO: OH! Stop it! Alright. So you guys are neighbors?

CC: We're neighbors.

SO: That's how you met?

MM: We are.

CC: Yeah

MM: Pretty much

SO; Do you shout at each other over the fence and things?

MM: We don't throw hams at each other if that's what you're talking about

LAUGHTER

SO: It's more fun when you, like, rev it up a bit

CC: No, I know. We haven't had a reason to fight yet. But, you know, have a party or something and I'll let ya know!

LAUGHTER

SO: Like, your trees are too tall! Cut them down! And all of that?

CC: Nah. We're like, a few houses apart. But we do have the, um, the unfortunate thing about having-- we have these star line tours that come by our house. It's terrible. It's really, really bad. I don't know how people get away with that. But every 5 minutes, there's this bus of people that come by.

MM: I swear! Every 5 minutes! That's right!

CC: It really is. And David and I'll try to load the dogs up to go to the beach or something and he's like, "Hurry before the bus comes!" and we can't get in the car fast enough before they come by. But they just stop and look as if you're-- kind of like a monkey in the zoo.

MM: Yeah!

SO: You see, that's the difference between us. See, I like them. I go out and I wave. I'm like an eccentric woman.

CC: You do? That's nice!

SO: I'm like "Welcome to the neighborhood!" I go out and do meet and greets!

CC: I should probably do that, too. It makes it better but--

MM: Oh! We need to pour Courteney a glass of wine.

SO: Do you drink wine, Courteney?

CC: Well, you know, I do drink wine. I don't know that I need one right now, but...

SO: Well, it's there if you want it.

MM: You can just drink right out of the bottle

SO: A little chug-a-lug. Excuse me, but how is that gorgeous husband of yours?

CC: He's great. He's really great. He had a great time doing the show and he, uh...

SO: Love him!

CC: He's really great

SO: We were talking about him before, Megan and I. Just saying he's so beautiful, he's so vulnerable, he's manly and he's not one of these guys with those hokey one-liners. And ya know, he hasn't got an attitude of like 'look at what a stud I am!' He's just perfect!

CC: He's a really sweet hearted person

SO: He is perfect

MM: and he's handsome too!

SO: Yeah! He is!

CC: and he's getting even more handsome. He's getting older.

MM: Yeah. He's extremely handsome

SO: He's absolutely divine. And that's why I felt I had to show him my breast.

CC: Ya know what, I understand.

SO: When I saw him coming up the beach, it was like, in slow motion. And the sunlight was catching him. And I'm like, I just felt the need to share my breast with him!

CC: I bet he loved to see that.

SO: Yeah. He was like...

CC: Can I see that?

SO: "Oh God!" And his eye kind of closed. No, no, you don't want to see that old hing!

CC: Nah, let's see it!

SO: No, no, no. Don't have it. Can't see it! Nope! No, no!

AUDIENCE OHH! AHH!

CC: Don't have it? Alright.

SO: Alright, I wanna know. What is it like working with him? Do you love it?

CC: I do. Actually we're working together right now. We're producing this television show, Mix It Up

SO: I know

CC: But I've worked with him so many times. We've done Scream 1, 2, and 3. And we've done a lot of-- we've acted a lot together. But we're producing together now and David's so--He's great. He doesn't take things to heart. Like if something happens--like, I take everything personally and I can't stand it. I'm not a great boss, at all.

SO: Why? You seem so--

CC: Because I don't want to say no to anybody. It's really hard. Like, everybody who works on Mix It Up is my friend and so if they want something or if they--I don't know, I'm just not good at it. I'm REALLY terrible at being a boss.

SO: But that's what's hard with working with your friends. Because it's so hard, you don't want to hurt their feelings and then you just--

CC: And hten if they get upset about something-- then I get mad cuz I.. then I feel like-- I don't know. It's just terrible. But David can handle anything then just sleep at night. He never ruminates like I do. I wake up in the middle of the night and think and worry.

MM: Courteney and I are list makers

SO: Oh. You are? Oh!

MM: Yeah.

SO: See, I always mean to make a list but I never get around to it. It's like 'today I'm going to get organized and I'm definitely going to make that list!' I never get around to it!

MM: Ya know, I've see the show and it's really good. And it's really well cast too. But, I have a question for you. Who is that hot carpenter on the show?

AUDIENCE OHHS

MM: Hey, I'm married. I'm not dead.

CC: Well, um, I acutally...

SO: Why don't we just have a look at him?

CC: Yeah. Let's see. This is one of my favorite characters on the show. And uh, he's our carpenter. We brought a little montage of him. So let's see.

CLIP OF NICK ON MIX IT UP

SO: Oh my! Who is that guy?

MM: How did he get the job? How did you discover him?

CC: Well, I actually did a movie with him this summer called November. And he walked in-- he's an actor, besides being a carpenter and an actor on Mix It Up. He came onto the set wearing no shirt. Maybe a cut off shirt. No. Overalls without a shirt on. And I thought, 'Well, what does this guy do? He's not like a normal actor.' And I said "What do you do besides act?" and he said "I'm a carpenter." And I'm like, 'you're hysterical, you're a carpenter, and you're adorable and would you please be on my show Mix It Up?'

MM: And what else can we tell about him?

CC: That he's married to you?!

MM: Yes!

SO: I love it! I must admit, Megan, I love the Elvis outfit best.

MM: Yes!

SO: His as Elvis just does it for me!

MM: Ya know, those are all David's...

CC: They're all David's costumes

MM: and they mysteriously fit Nick. Which is perplexing

CC: That one was a little tight. Nick had a little--ya know, he was a little uh...

MM: Yeah! Just some chaffing

SO: It's meant to be tight

CC: He had a few comments to say about getting out of his pants but uh...

MM: Yeah! That's my husband!

SO: He's so lovely!

MM: He's so great

CC: He's so-- he's really one of the funniest people. He's the greatest guy.

MM: He's the greatest guy! Yes!

SO: So, does he do all the carpentry work in your--because you've just moved into a new house?

MM: yeah. Our house was new--brand new. So it didn't really need anything. But he-- yeah, he can build anything. I mean, he can build a house. He's amazing. And fine woodworking furniture and he does Mortison Tennen (?). He's really amazing.

SO: How nice to have that in your own house. To have that talent.

MM: and also that it's a real guy. A real man.

SO: Somebody to do that. So creative.

CC: Yeah, it's great. I'd love to-- I mean, I love David but let's face it-- to have somebody that can fix something has got to be fantas--I've always wanted to marry a handyman.

SO: A carpenter? It's the perfect...

CC: A carpenter. I'll even take somebody who just tries.

SO: My husband cannot even put in a light bulb

CC: David wouldn't even know when the light was out.

LAUGHTER

MM: You know, since we're neighbors, maybe we could have a key party.

CC: We should!

SO: What does that mean?

MM: It's where you throw your car keys into a bowl and you pick them out and go home with the other person's husband.

CC: Okay, I had no idea...

MM: But there'd only be 2 sets of keys

SO: Okay, we're gonna have a break

MM: Did you ever see the movie Ice Storm?

COMMERCIAL BREAK

SO: Oh! It's girls in the house cuz we're talkin about the old perk plastic surgery. Who saw on the thing on the news the other day about the string surgery where they put a piece of string about your head and keep making it tighter? And it pulls up all your face. Did anyone see that? That's new! I'm not going to have it though.

CC: Well, you don't need it. But it sounds interesting though. It costs way less than plastic surgery. Well, first of all, my husband is the kind of person that wanted to me to put in my vows that I would never get plastic surgery. Like, it's that important to him.

MM: That's great!

CC: But I'm like, "David! But I am 7 years older than you and there's going to be a time when you look at me and go 'Okay, I take it back!'"

SO: No. Never. So, I want to know... this is your last...

CC: Yep.

SO: Friends

CC: This is it

AUDIENCE AWWS

SO: AWW! The last season.

CC: It's really crazy. It's been 10 years.

SO: Are you happy?

CC: I'm-I'm happy. I'm gonna be so sad when it's over--it's gonna be the hardest thing.

SO: But it's like, it's bittersweet.

CC: It's bittersweet. Because I think it's time. But it's also just to not have the same place to go to for 10 years so we have 5 more episodes to tape. (to Megan) I mean, you know... It's gonna be--

MM: So weird

SO: You'll be on automatic pilot. You'll still get up and...

CC: Yeah. I mean, I don't know what I'd-- thank God I'm doing the show afterwards, producing that. Because I don't know what I'd do with myself. It's gonna be crazy.

SO: But you've got your own production company now?

CC: Yeah, I have a production company called CoQuette. It's a combination of Cox-Arquette. Ya see? ya see? And we're uh, just gonna start producing stuff. I mean, I still wanna act as well. But...

SO: Yeah.

CC: I like being in control. I'm a control freak and it's nice to be able to exercise that.

SO: We're gonna go to a little clip. We're going to have a look at you on Friends.

CLIP; AUDIENCE CLAP

SO: Well, looks like Monica is gonna get a new job.

CC: That's right.

SO: Producing.

CC: Oh.

SO: Her own big company.

CC: I thought you meant adopting on the show.

SO: No, no. That's just play. This is real.

CC: Yeah. I'm not really Monica.

SO: No, and you're moving on with your life. I think it's great.

MEGAN LAUGHS WITH COURTENEY

CC: That's right.

SO: And you must be so fed up with everyone asking you about Friends. When you do so many other things. I mean, we all love Friends, because it's been a part of everybody's life for 10 years. But we have to move on.

CC: No, it's time to move on. It is.

SO: It's not like we're not gonna see it cuz it's gonna be on forever. It's gonna be like I Love Lucy where...

CC: Yeah, it'll be on forever.

SO: I was brought up with I Love Lucy, my kids were. It'll go on, it'll never be off TV, Friends will enver ever be off TV.

CC: Ya know what's weird? When you're on a really popular show and you're really well-known for that show but then after it's over I just don't know what's the time period before you become like, you know, where they start doing one of those "Where Were They Then" or whatever

SO: Oh stop!

MM: Hahaha! Courteney!

SO: That's never gonna happen.

CC: I wanna know how long I'll be able to get into the restaurants of my choice.

SO: Always. Because you're Courteney. You're never--don't be silly. You're not Batman, who only had one gig.

CC: Right

SO: What's that... Adam West. And he's a good actor but I mean, I know he got caught up...

MM: Gilligan

CC: We could name quite a few, if you think about it.

MM: Don't think too hard

SO: No. I get into enough trouble talking about people. So I'm not joining in. I'm gonna talk about your new show.

CC: Please don't ever stop talking about people. It's so nice to have someone tell the truth and be honest and not care what everybody thinks.

MM: I know! Don't do that! Are you getting lawsuits?

AUDIENCE CHEERS

CC: That's what's so great about you. You're the most honest person and you don't--I don't see you waking up in the middle of the night going 'Oh, I wish I wouldn't have said that.' It's great. You are who you are--you're an amazing person, you're gorgeous and you're fantastic and please don't change!

AUDIENCE CHEERS!

SO: I'll take that! I like that!

CC: It's true.

SO: I'm going to take this tape home tonight and keep putting it on repeat to show my husband. I like that. Thank you Courteney.

CC: Oh, he definitely knows. He knows.

SO: I wanna know about Mix It Up.

CC: Alright

SO: Come on.

CC: Mix It Up is on at 8 o'clock on the East Coast and in L.A. on the West Coast on 5 and 10. Sorry, it's really--

SO: I'll be watching. Thank you Courteney!

ped all this up! :D

Right before Megan came out, Dave was joking around with Paul that he was going to start drinking on the show. He then introduced Megan:

Dave: Our next guest stars on the hugely popular television series W&G, here is the lovely Megan Mullally, everybody!

(Megan walks out holding a beer. Dave walks up to her, kisses her hand, kisses her cheek, then holds her hand as she walks up to the chair. The band is playing “Guilty” or at least something very close to it. Megan sits down, waves to the audience, and blows a kiss to the band, then holds up the beer to Paul and laughs)

Megan: This is for you!

Paul: She’s started already. Amstel Light.

M: They’ve got a very quick prop department on this show!

(Everyone laughing)

D: How you doin?

M: I’m great!

D: Before we get started here, in fact if we ever get started, I want to thank you. A couple of months ago I was stricken by the lousy shingles, and you were kind enough to do the show for me. Thank you very much.

M: Oh my gosh, I was absolutely thrilled that I was asked.

D: Was Paul nice to you?

M: Paul…Paul was heroic, and the entire band, because you know they were running the show over there, Paul and the band. And Paul, you did such a great job...that was exciting.

P: We had fun working with you!

M: Yeah, we really had fun. Thank you so much for asking me to do that, I had such a blast.

D: Did everything go alright?

M: Yeah, yeah it was a little bit flying by the seat of your pants-y, you know.

D: Yeah

M: Didn’t get a lot of preparation, although the one piece of wisdom I received is when I came out at the beginning...there is this big kind of iron curtain-y kind of thing that lifts up, and you come out, and it comes up...and they said, "Don’t pause there, or it’ll cut your head off."

D: (laughs) Yeah, we’ve lost a guy or two every now and then.

M: Yeah and, you know, "Have a good show!" and I said alrighty, well...

D: Who were the guests the night you were on?

M: Molly Shannon, who is a friend of mine and she was fun, and sparky. Then we had (she looks over at Paul, she might have forgotten the name at first) young Isaac Mizrahi, and then I was my own musical guest.

D: Oh good, you sang.

M: Mm hmm, I did. I warbled like a thrush.

D: Well, thanks again (laughing). Now, we had the mothers out here [Dave had just done his Top 10 list, which was read by 10 different celebrities’ mothers, ending with his own.]. Have you ever done anything with your mother professionally, ever worked with your mom?

M: My...not particularly. My mom can kinda take care of herself. She’s a little bit of a bad ass, if you’ll pardon my French.

D: Really?

M: Little bit, yeah.

D: In what sense?

M: Well, I’m gonna get in trouble because I always tell her age, but here we go again. My mom is 81...

D: 81?

M: Yes, she is.

D: Well, good for her.

M: Yes, and she’s very, uh, you’d never know it...except that I always tell it on national television.

(Dave laughs)

M: (sigh) So anyway, we...she has a...she actually might have been on of the earliest pioneers of road rage, she...

D: Oh! (laughs) Well, that’s good!

M: She is very, she’s a very very sunny, even tempered person. I’ve never seen her lose her temper or be surly, or angry or upset in any way, except when she clicks the door shut of that Lincoln Continental, it all goes away.

D: Well, that’s a nice ride!

M: Yeah. She gets out there, and I’m telling you she will flip people off like it’s going out of style.

D: Really?

M: And I mean, one time, Nick and I, my fiancé Nick, we were in Oklahoma City and we were with her, and she had dropped us off to go run into a store for a second. We come back out, and apparently she had been blocking the entrance to the parking lot. And somebody pulled up behind her and honked their horn and she just (mimes rolling down a window) rolled down the window and (pretends to give the finger) boop, does her thing, and um, and we come out from the store, and this guy, this like...oh, I can’t use that word, an Oklahoma expression, a...a...mmm...

D: Some kind of kicker, I’m guessing?

M: (laughing) Yeah!!

D: (laughing) Yeah!

(Audience claps)

M: Thank you. And we’re not talking football. He is pretty much halfway inside the passenger side window of my mothers car, trying to throttle her when we came out. We had to sort of pull him out.

D: Grabbing the spirit of the...

M: Yeah.

D: That’s encouraging, I think!

M: Yes, I think people are always shocked when they actually get around to the car and see who’s in there, you know?

D: (laughs) So, how are things on Will & Grace?

M: Everything’s...

D: You’re done for the year, obviously...

M: Yeah, we’re done for the year. We have, I think, an episode tonight where my uh, husband on the show, Stan, who we never see...

(The audience starts laughing and she sort of gives them a look and smiles)

M: He’s supposed to be about 900 pounds and very hairy...(laughs) So it’s hard to cast that role! Uh...he dies.

D: Really? Passes away?

(Audience awws)

M: Yeah, dead. Gone dead.

D: Well, I’m sorry to hear that!

M: Yeah. He dies having sex with Minnie Driver. But then again, who wouldn’t right?

D: Ho ho! Are you kiddin me?

M: No, I’m not!

D: Well, that certainly seems...

M: Not on camera, of course.

D: No...and then how is this all explained and revealed then?

M: I can’t remember.

D: Ah ha!

(Megan and Dave laugh)

D: Do you like coming back to New York City?

M: Yes, I do!

D: What kind of things do you do while you’re here?

M: I like to take in some theater. We saw, uh, we went to the very fancy opening night of Long Day’s Journey Into Night...with Vanessa Redgrave. Woo...that’s good.

D: That’s real stuff. That’s like big league theater.

M: Yeah, that’s like the real thing. She is just amazing and she’s the only, like those British actresses and Meryl Streep are the only ones that haven’t had the, had the lift and tuck.

(Dave laughs)

M: They’re the only ones, so that’s refreshing. And uh, she was awesome but the show is 4 hours long, although it doesn’t seem 4 hours long, but we had an unfortunate, it’s like a theater nightmare. We were about 8th row, center, and directly behind us, and I’m talking, this is a famous, Eugene O’Neill, it’s one of the great American plays. It’s very dramatic, I mean you don’t get any more dramatic, and we had directly behind us for the entire 4 hours, a gentleman who, every 7 seconds on the nose, rhythmically, for 4 hours, went (gives a big, hacking cough).

D: (laughs) Rhythmically!

M: And I am not kidding you, for FOUR HOURS!

D: And did anybody assault the guy?

M: Well, there were some words exchanged at one point, and his excuse was that he was a lifelong New Yorker. (laughs)

D: And a patron of the arts, I’m sure! We’ll be right back here, with Megan Mullally.

D: Megan Mullally is here, and also Marilyn Manson. Now, tell me what you do in your free time. Do you go on vacations, I guess, like regular people?

M: Mm hmm.

D: You have any time off lately?

M: Well, yeah. We recently had a little time off. I had, we had to go to Washington DC, our nation’s capital...

D: Yeah... (laughs)

M: ...to do a little thing, and then we had some time, we actually...

D: Wait, what do you mean, do a little thing? What does that mean, do a little thing?

M: A little thing, I guess would be uh, I sang (laughing) it’s not... I sang with the National Symphony Orchestra...

D: Oh my God!

M: Two Gershwin songs for the Kennedy Center Gala that’s, yeah (audience clapping)

D: Nice going! That’s not exactly a little thing.

M: No, it’s not a little thing, no.

D: No.

M: We also had occasion to go to the White House Correspondents Dinner. What an eye-opener.

D: Mm hmm. Now what is that exactly?

M: I don’t know.

(Megan and Dave laugh)

M: But there were 2000 people at their tables, and the President was there...

D: Ahh, very famous journalists and politicians?

M: Yeah, and everyone just talked the whole time, nobody listened to the speakers, which was fascinating. To my left was seated the Honorable John Snow, who is the Secretary of the Treasury. You can imagine how the conversation was flowing between the two of us.

(Megan and Dave laugh)

M: I, at one point I found myself explaining the premise of W&G to this elder- I mean, he’s an older gentleman. Now Nick, my fiancé, who was to my right, maintained that the Honorable John Snow was (sigh) looking at my cleavage for the entire conversation. Now, I’m sure that’s not true, I’m sure it’s not true but...

D: (sarcastic) YEAH.

M: But I had to explain the premise of W&G and I sort of fumbled through something, and there was a pause, and he said, "Are you talking about homosexuals?"

(Dave laughs)

M: Yeah. I sure am.

D: So there you go.

M: Yeah. Another recruit!

(Megan and Dave laugh, audience claps)

D: How’s everything going at home now?

M: It’s good. We got, I got a little busy after the first of the year. I was doing W&G and my fiancé and I were doing a play at the same time, and a few other things, so it was a little bit of a jumble. But I took to, I decided that if, the last straw would be if I got up in the morning and try to pick out like a cute outfit to wear.

D: Yeah, I hate that, don’t you?

M: Yeah, I really do. I basically started wearing a uniform, which consists of, it’s kind of a, one of the writers of W&G called it a stylish tracksuit.

D: Ah, that’s good.

M: So I took to wearing that every single day, from about the middle of January. And around the middle of April, I said to Nick, I said, "Well, time to put on the uniform again," and he said, "What are you talking about?" I said, "Honey, I have been wearing the exact same outfit everyday for the last like 4 months." (Dave laughs) Never noticed.

D: That’s a darn shame.

M: Yeah.

D: There’s something very comfortable about that, you don’t have to worry what you’re gonna put on.

M: You don’t have to dress...

D: If you find something you like, get 1000 of them and wear them everyday.

M: Yeah, yeah.

D: Exactly.

M: I think that unless you’re pretty much stripped down, they don’t notice.

D: Yeah. (laughs)

M: So don’t spend a lot of money on the designer clothes!

(Audience claps)

D: And what do you have in the future, what are you doing for the summer?

M: Well, I’m trying to take the whole summer off, which would be refreshing, and we’re getting another dog.

D: How many dogs do you have?

M: We have one, we have a poodle (a few people clap, Megan looks out at them)…we’re gonna get another dog.

D: (laughs) People applauding poodles.

M: We have the poodle teamers here.

D: That’s really sad.

(Megan and Dave laugh)

M: We did this play together in Los Angeles, Nick and I, and it had, it was an adult themed, it was an adult content, the play, it had a lot of bad words, as they say. And I had forgotten, when I did this play, that a lot of my fanbase is apparently 11 year old girls.

D: Oh, oh.

M: So we would have these children, who would come to the show, and just be stripped of all, of their entire innocence, their childhood torn away. (Dave laughs) The little light in their eyes had just gone out. (Dave still laughing) You’d see them after the show, just shattered little husks.

(Megan and Dave laughing)

D: Nice job!

M: It was horrible!

D: Mission accomplished!

M: It was just horrible!

D: Well, somebody has to do it, don’t you think?

M: Yeah, I guess (laughs)

D: Well, listen, I hope you have a lovely summer, give my best to the new dog, and the old dog, and of course the fiancé Nick, and continued success.

M: Thank you!

D: Nice to see you again.

M: Yeah.

D: Megan Mullally everybody! We’ll be right back with Marilyn Manson.

Letterman: Our first guess is a Emmy award star on the hit series Will & Grace, shes also a talented singer with a brand new cd right here (shows the cd) Entitled, Big As A Berry, here's the lovely Megan Mullaly, ladies and gentlemen. (band plays music, Megan walks out and sits down)

Letterman: Were excited that your going to sing, this is like a big deal, its a regular cd and everything.

Megan: Its a real actual cd, it will play on a cd player.

Letterman: Yeah, and what kinda music will we hear when we play the cd?

Megan: You will hear a very eclectic mix of songs, um, there all covers, I have this band Supreme Music Program and we've just been doing covers for 5 years, and that's all we do.

Letterman: Are you more of an singer or an actress? Or can you be both?

Megan: Neither (laughs) That's the funny part. (laughs again) I'm just some loser that wondered in off the street.

Letterman: How've you been? What's new?

Megan: Um well. iv become engaged to be married. (audience claps) Yes, thank you. (laughs) Thank you, that's a bit over applauded.

Letterman: Are you excited? Are you looking forward to it? Is this your first marriage?

Megan: Oh Gosh, no. (laughs) Uh, no, but I am excited about this particular marriage. (laughs again) Oh my...

Letterman: When will this take place?

Megan: well I don't know, at some point. But we're excited. Iv been living in the same duplex apartment for 16 years and its really time for a change so we're going to move out and buy a house. Iv been living in this apartment for so long, that I have actually some of my furniture from college, but its not like, egg crates and ya know cinder blocks or anything, its not that bad, but iv been sleeping in the same bed, that I slept in when your show first premiered on another network in 1982.

Letterman: In 82, that's right.

Megan: Yeah, that's how long iv been sleeping in that bed.

Letterman: That's like a 20 year old bed.

Megan: Yeah--

Letterman: Now that-- you'll get rid of the bed i--

Megan: Yeah we'll get rid of the bed. Oh and then also, its kind of a small apartment, we're thinking of uh, starting a family.

Letterman: Oh good for you, I think that's--

Megan: Thank you. Now weather or not I can-- (half the audience laughs and the other half claps) Weather or not i can actually conceive a child is up for grabs because I'm 147 years old but--we're going to try.

Letterman: (laughs a bit)

Megan: And I actually warned the um, it was actually a warning, to the producers of Will & Grace because i said there's not going to be any way, sometimes when an actress gets pregnant on a show they like--pretend like shes not ya know and they just conceal her. I was like, there'd be no concealing! I'm gunna gain 795 pounds, and its gunna start here (points around her eyes) and its just going to move out expidentially (letterman laughs) You know like, Sarah Jessica Parker and conceal her stomach with like a demitasse cup. (imitates Sarah with her demitasse cup) Ya know (letterman laughs) Id have to be behind a close rack where you can see just my eyes! Ya know, so.

Letterman: Well this is all very exciting.

Megan: Yes it is.

Letterman: And the show is starting its 5th season?

Megan: Oh God, really--

Letterman: How many times has um, Cher been on your program?

Megan: Your old friend?

Letterman: She's a national treasure.

Megan: Yes.

Letterman: She's done like a handful of guest appearances?

Megan: I couldn't have said it better myself! She's done um, 2 episodes of our television program.

Letterman: It must be fun when she does the show

Megan: Oh its a blast! Iv never, officially exchanged any actual words with her, i think she thinks I'm the stage manager or something I'm not sure, I don't know what it is she doesn't seem to be a joiner although-- (Lettermans laughing) I mean this in a nice way, but whenever, iv seen her on like, interviews and stuff and she seems like she'd be really fun, like a good fun person to hang around--

Letterman: Like one of the guys.

Megan: One of the guys, but she doesn't, its like, she's kind of like drop in by a helicopter, says her lines then is sucked back up into the clouds or something. So we don't have a lot of interaction although, Sean Hayes, who plays Jack, was mysteriously invited to her castle in England for Thanksgiving one time.

Letterman: Wow!

Megan: Yeah, the rest of us have never even met her! So we were like, well how did we get left out in the cold? Where's our castle in England?

Letterman: Well that's just a darn shame. Now uh, when we come back, this is like a big deal, reasserts this song with Paul and everything?

Megan: Yeah

Letterman: Are you ready for this Paul?

Paul: Yeah, its beautiful too.

Letterman: Alright well if your ready, when we come back, Megan will sing something from her brand new, this is a new cd? From her new cd Big As A Berry.

CNN LARRY KING LIVE

Interview with Cast of "Will & Grace"

Aired February 16, 2005 - 21:00   ET

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

(BEGIN VIDEO CLIP)
ERIC MCCORMACK, "WILL TRUMAN": Are you wearing your wedding dress?

SEAN HAYES, "JACK MCFARLAND": You hear that? Disgusts me!

MCCORMACK: I am gay!

(END VIDEO CLIP)

LARRY KING, HOST: Tonight, the cast of "Will & Grace," the funniest foursome on television together for the hour to tell all about their on-screen and off-screen selves. Eric McCormack, Debra Messing, Sean Hayes and Megan Mullally, the real Will and Grace and Jack and Karen together for the hour with your phone calls! I'm excited! Why?

(LAUGHTER)

KING: Next on LARRY KING LIVE. Felt like a rocket ship was going to go through the building.

(LAUGHTER)

KING: The last time they were on was over two years ago. Do you believe that? "Will & Grace" is now in its seventh season on NBC, seen Thursday nights at 8:30 Eastern. The show has earned 12 Emmys, one for Outstanding Comedy Series. To date, it's been nominated 49 Emmys, 24 Golden Globes, 14 SAGs, 6 People's Choice Awards. And it's also...

MCCORMACK (singing): And a partridge in a pear tree!

(LAUGHTER)

KING: (UNINTELLIGIBLE) you'll never be back.

(LAUGHTER)

KING: OK, enough with the credits. How do you -- what -- Debra, how do you -- why -- how do you think it lasted seven years? What is it about this show?

DEBRA MESSING, "GRACE ADLER": Oh, gosh. You know, the first thing is just the writing. I mean, from the very beginning, we -- we just knew that there was something special. And the four of us, when we read the pilot, it just popped off the page, and we made each other laugh. And I think that a lot of it is -- is chemistry and luck, and then there's just the hard work that everybody puts into it, the writers and producers and actors and everyone.

KING: Would you call it, Sean, ground-breaking?

HAYES: No, not at all.

(LAUGHTER)

HAYES: I feel it's boring. I feel...

KING: I knew you didn't like it.

HAYES: Nobody makes me laugh. No. Ground-breaking? You know, a friend of mine once said, you know, he believed that our show was doing for gay people what "The Jeffersons" and "Good Times" did for the African-American community way back then. And I'd like to believe that's true, you know, kind of showing gay people in this kind of light and -- where it's not about that, it's just about the characters for the first time, like those shows were. And I think that -- that's probably why it works.

KING: Megan, Tony Randall tried it with "Sidney," the first gay character ever on television. Didn't make it.

MEGAN MULLALLY, "KAREN WALKER": Yes.

UNIDENTIFIED MALE: With Swoosie Kurtz, right?

KING: Yes. Was it ahead of its time?

MULLALLY: I think so, and it -- funnily enough, I think that the "Ellen" show was our -- without the "Ellen" show paving the way for us, I don't know if we would have been able to squeak by because when we first started the show, there was a lot of -- they were expecting a lot of controversy and a lot of flak and crazy protests, and we were all kind of coached with what to say if somebody confronted us with hard questions. And it just never happened. And I think because Ellen had -- very soon before that had done that show, where her character was a straight woman who comes out, helped us. And also, the problem with that show was that then that issue became politicized, whereas with our show, it never was because it's just two guys that part of who they are is that they're homosexual.

KING: Was it difficult for you, Eric, to take this role?

MCCORMACK: No. It just -- this show -- because it wasn't politicized, because it wasn't about, you know, hairdressers or something stereotypical, it was about, you know, a lawyer and -- I don't know, you...

(CROSSTALK)

KING: A lawyer and a...

HAYES: And a kooky next-door neighbor.

MCCORMACK: Yes. It didn't -- somehow, we managed to wear our gayness on our sleeve and yet not, at the same time. It's -- we are -- it's a happily, funny gay show which is not about the issue of being gay.

KING: We're going to show some clips. One of our favorite episodes featured a special guest star, Cher. Take a look at this scene with Jack and his idol. Watch.

(BEGIN VIDEO CLIP)

HAYES: I do a better Cher than you.

CHER, ACTRESS: You think so?

HAYES: Actually, it's, You think so? Ho!

CHER: Are you kidding me with this?

HAYES: OK. The hand is perfect, but it's more, Are you kidding me with this? Ho!

CHER: Get a life.

(END VIDEO CLIP)

HAYES: And stop. That was a scene from "Will & Grace," and...

KING: Did you like doing that?

HAYES: Yes, that was fun. That was very high energy that night. I remember I was kind of -- I hope I'm not -- I hope this is correct -- kind of the biggest first -- first biggest guest star we had on the show was -- of that kind of iconic, you know, size. So the energy was really high. It was really fun.

KING: Was she good to work with?

HAYES: She's great. She's a really cool...

KING: Do you like having guest stars?

MESSING: Oh, I -- first of all, I mean, we've been blessed with amazing guest stars. I mean, we get to work with Matt Damon and Michael Douglas and Glenn Close and -- I mean, the...

(CROSSTALK)

KING: Sharon Stone working with you this week.

(CROSSTALK)

MESSING: We're very, very lucky. We have some really, really talented people come and play with us.

KING: Before we talk about some of the changes and things that've happened to the characters, is this show booked beyond seven years, Megan?

MULLALLY: Well, I -- we love doing the show, and so, you know, we're hoping that we can come back and do more seasons because we have such a good time. And we're lucky because we still have the great writing, which is amazing after all this time. We still have a lot of our original writers, which is kind of unheard of.

KING: When do you find out?

MCCORMACK: This is -- this is that time of year, where, you know, you work it out with the network. So we're hoping...

MULLALLY: Maybe you could make a call for us.

(LAUGHTER)

KING: And have they talked to you? Is anything in the wind? Do they say...

MCCORMACK: We're in discussions, and we -- we're just really hopeful.

MULLALLY: Yes. Because we love it. We love doing the show.

KING: You all do other projects. In the last segment, we'll talk about individual -- you went and did Jerry Lewis, right?

HAYES: Yes.

KING: You had fun doing that?

HAYES: Yes. That was fun.

KING: Now, you look...

HAYES: That was a little while ago.

(CROSSTALK)

UNIDENTIFIED FEMALE: Oh, he was so great!

HAYES: Oh, come on!

KING: Do all of you look beyond "Will & Grace"?

MCCORMACK: I think now -- yes. I mean, we've all of us -- we all of us came into this with other things and will go out of it with even more. We -- we're starting production companies and starting families and starring in films. And there's -- luckily, none of us are kind of waiting for that -- for D-Day to sort of go, Oh, I guess I have to be something other than, you know, this character. KING: A lot's happened in the last two years to the characters, the break-up of Grace's marriage to Leo, playing hurt for humor. Leo was Harry Connick, Jr., a good guy. Was that hard?

MESSING: Having that break-up?

KING: To play it for laughs.

MESSING: You know, I just -- it was -- it was a really great thing to be able to explore, to have -- you know, I was the perennial single girl, and to actually have Grace, you know, get married was -- was fun, and scary creatively because we're, like, Oh, is this going to work? And so, you know, I love when the show explores real sort of emotional milestones and try to glean the funny out of that.

KING: And now she's dating Ed Burns.

MESSING: Uh-huh. I know. Grace is...

KING: And he's a regular on the show?

MESSING: ... lucky girl!

(LAUGHTER)

KING: Is he a regular?

MESSING: Well, these are the regulars here. You know, he's -- he's been on a couple of times, and we love having him, and we hear that he's interested in...

KING: He's terrific.

MESSING: Yes.

MULLALLY: Another nice guy.

MESSING: Really.

MULLALLY: Harry Connick and Ed Burns both very nice...

KING: We'll be right back with more of the cast of "Will & Grace." We'll be including your phone calls, so keep them -- keep those cards and letters coming. Don't go away.

(VIDEO CLIP FROM "WILL & GRACE")

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

HAYES: Can't stay for lunch. I'm just going to grab some money out of your wallet so I can grab a sandwich and a new sweater later.

MCCORMACK: What's the big rush? HAYES: Karen's got a peeping Tom. She says she wants me over there right away. I assume to adjust the lighting or smear Vaseline on the windows to make them look lovelier.

MESSING: Never had a peeping Tom. All I've ever had is some guy in college yelling, Pull down the blinds, boy.

(END VIDEO CLIP)

KING: That episode hasn't aired yet. It airs tomorrow night. But we've just learned from the cast itself tomorrow's edition of the "Enquirer"...

UNIDENTIFIED MALE: Oh, God!

UNIDENTIFIED FEMALE: We're actually hoping (UNINTELLIGIBLE)

KING: "The New York Times" of tabloidism will report that there's friction in the crew.

(CROSSTALK)

MCCORMACK: Debra and I aren't speaking.

MESSING: We don't speak.

MULLALLY: No, and they only speak through their publicist.

HAYES: And we act as their publicists, so...

KING: And who was it quoted, "a friend said"...

MCCORMACK: Sources close to a source...

(CROSSTALK)

MULLALLY: Their mole.

KING: How do you feel when you read stuff like that?

MULLALLY: I think it's really...

MCCORMACK: I love it.

MULLALLY: I think it's amazing that, you know, it's a huge, you know, money-making concern without one shred of -- I mean, at least in this particular...

(CROSSTALK)

MCCORMACK: It would bother me if it was real.

MULLALLY: ... not one syllable that's true.

(CROSSTALK)

MULLALLY: Everything's wrong. Even the number of seasons are wrong.

MESSING: They even said we're in our fifth season!

MULLALLY: Fifth season!

MESSING: So they got that wrong. I mean, literally, everything -- everything.

MULLALLY: It kills me, floors me!

MCCORMACK: Now they're going to be after us.

MESSING: Oh, no!

HAYES: Now.

(LAUGHTER)

HAYES: Seems like that's all they do.

(CROSSTALK)

MULLALLY: ... gone and done it now.

KING: We're going to ask Will about boyfriends. And earlier this season, he got a new one. Let's take a look at what happens when Will has dinner with his new beau's family.

(BEGIN VIDEO CLIP)

MCCORMACK: All I wanted was for you to like me because I love Vince, and Vince loves you. Do you have any idea how much trouble I've gone through today to try to make it perfect for you? Your 16- year-old nephew made out with a woman twice his age, and then another woman 10 times his age! You're soon-to-be-married daughter is a lesbian! But did you hear about any of that? No! Not until just now, when I accidentally blurted it out!

(END VIDEO CLIP)

KING: That's funny. Do viewers want you to have a relationship? I mean, are they -- do they get involved? They're, How's Will doing?

MCCORMACK: Yes, I think by now -- maybe in the early days, it was -- it was a new show and a new thing. But people do come up and say, When are you going to get a boyfriend? It's not just gay people. I mean -- and so -- and we got this great actor, Bobby Canavale (ph), who we lost for a while because he's so in demand. But that was a real nice mix, and we'll -- and we've -- and Will's earned it. I mean, the show has earned it to have Will have a steady boyfriend.

MULLALLY: It sounded like you said he's so "into men."

UNIDENTIFIED MALE: Into men. I know.

MULLALLY: But he said he's so in demand! (LAUGHTER)

(CROSSTALK)

MCCORMACK: We were originally going to have Bobby a lot, but he's so into men!

(LAUGHTER)

KING: Does anybody want you to go straight?

MCCORMACK: If they do, they're probably not paying attention to the details of the show.

KING: What kind of mail do you get?

MCCORMACK: You know what? We really -- unless somebody's keeping something from us, we don't get anything bad.

KING: Have you had complaints from people like the Family Council or like Reverend Dobson -- or Dr. -- no, he's not a -- James Dobson. Has he...

MESSING: No.

KING: No?

MULLALLY: Well, that was the weird thing, is that we seem to sort of skirt past all of that stuff...

KING: Jerry Falwell...

MULLALLY: ... miraculously.

KING: ... doesn't complain?

HAYES: I got one letter at the very beginning, like, in the first season, saying -- from a woman who was very religious, very Christian, saying how wrong she thought the show was, but she thinks it's the funniest show on television.

MULLALLY: We have had a preponderance of mail and personal comments from fans that we've met, younger gay or lesbian people who've said that the show helped them come out to their parents and they watch the show, but -- you know, that -- which is kind of gratifying.

MCCORMACK: Interesting that Reverend Dobson actually -- actually did send a letter to me, but it was just to ask me out to dinner.

MULLALLY: Oh!

(LAUGHTER)

(CROSSTALK)

HAYES: Well, it's a round-about way to get his...

(CROSSTALK)

KING: Jack now has a job as an executive at a gay TV network.

HAYES: Right. It's kind of art imitating life because there's a gay network going to be launched by MTV...

KING: Right, in June, I think.

HAYES: ... called Logo (ph)? Is that right?

MCCORMACK: I don't remember.

HAYES: I don't remember what it's called.

MESSING: Is that true?

MULLALLY: That sounds right.

MESSING: I didn't know that.

HAYES: I think that might be it. But anyway, that's where they, I think, got the idea to put my character...

KING: Do they...

(CROSSTALK)

KING: Do they ask you, like, What do you think of this? Or do the writers just write it and you say it?

HAYES: Yes. I mean, for the most part, they'll -- they'll pitch us an idea at the beginning of the season to where our characters will go, and we have our say, you know, maybe, I like that idea, maybe add to it or maybe, I don't like that idea. They're very, very open to collaborating.

KING: Can you change a line?

HAYES: Yes, if it's funny. If it's not funny, then we don't say it.

KING: Now, Karen is the gun -- she's the gin-guzzling socialite, right?

MULLALLY: Yes.

KING: And although she always has admirers, one admirer this season, a former nemesis, Scott Woolley, played by Jeff Goldblum. You get some pretty heavy-hitting actors to come on, right?

MULLALLY: He's -- he was very fun to work with.

MESSING: Really.

KING: Do you like Karen?

MULLALLY: Yes, I love Karen. I always have a good time playing the character because she's -- it's so well written and so outrageous. She's just -- she carries a gun. I mean, it's just so -- she's so politically incorrect that it's just completely off the charts, and it's very fun to play. But I think she's somehow lovable, which is the funny thing, the trick in the writing and the playing...

HAYES: Because you don't know how much of it is true...

(CROSSTALK)

MULLALLY: It's all just modeled on me, pretty much!

(LAUGHTER)

KING: Type casting. Is the hardest thing, Debra, to keep it fresh? Seven years.

MESSING: Oh, yes. Sure. I mean, I think about it sometimes, that this is -- you know -- I mean, it's a half hour per episode, and we've been doing it how many -- I mean, over 100 -- 100 episodes now. I mean, it's just -- it's amazing to have these characters living and growing, and it really is a testament to the writers that they've been able to keep us as excited and us as interested and -- and, you know, funny, and -- but certainly, that's the challenge.

KING: It'll play forever in syndication, right? "Will & Grace"...

(CROSSTALK)

HAYES: Oh, yes. It's on at, like, 5:30, 6:00 and 11:00 right now, I think.

KING: So it's always going to be with us.

HAYES: Well, it's going to be with you. Yes.

MESSING: We hope so!

MCCORMACK: Your lips to God's ear.

KING: And the residuals will be good for you, right?

HAYES: Yes, that...

(CROSSTALK)

KING: You don't have a "Friends" walk-off, do you? Like, you don't have a -- We want this per episode?

MULLALLY: No.

MULLALLY: We're not smart enough to pull that off!

(LAUGHTER)

MULLALLY: You ought to negotiate for us, though, Larry. That might...

KING: I couldn't do that.

MULLALLY: ... come in very handy.

KING: You mean you've never...

MULLALLY: We'll get Larry on our side.

KING: ... made demands, with the success of the show?

MULLALLY: Do you know that the second season of this show, when the first time we had to renegotiate, I begged my agents not to ask for more than -- I think I was making -- you know, let's say a number that's fake, like, say I was making $200 a week. I said, Please don't ask for more than $300. And they wanted to ask for $800, you know? And I begged them not to. I said, Please! I'm not that kind of person. That embarrasses me. I mean, it was really sad. They said, We have never, ever had a client ask for less money.

(LAUGHTER)

MESSING: Everyone in Hollywood is going to work with you.

(LAUGHTER)

MULLALLY: Yes! I just got hired.

HAYES: We can get her! She's cheap!

(LAUGHTER)

KING: We'll take a break, and we'll be back with more. We're going to include your phone calls. The cast of "Will & Grace." Don't go away.

(BEGIN VIDEO CLIP)

HAYES: I am so sorry about your peeping Tom! The thought that someone would degrade you by viewing you simply as a piece of meat disgusts me! You hear that? Disgusts me!

MULLALLY: I know, Jackie. I'm at my wit's end. Oh, Jackie! He's still out there, that sick bastard!

HAYES: Oh!

MULLALLY: Is this what you want? Huh! Huh! He's relentless! Jackie, help me out of this skirt.

(END VIDEO CLIP)

(COMMERCIAL BREAK) (BEGIN VIDEO CLIP)

MESSING: You know what? You may be right. I think I'm making things worse.

MCCORMACK: Oh, sweetie. I hear rustling. Are you wearing your wedding dress?

MESSING: No, just the veil.

MCCORMACK: For God's sake, Grace, take that off and put it back in my closet! Look, I got to go, but just -- just remember, that jerk cheated on you, and you are better off alone.

(END VIDEO CLIP)

KING: The cast of "Will & Grace." We're going to start including your phone calls. A lot of people want to talk to these very talented people. Modesto, California. Hello.

CALLER: Hi, guys.

MULLALLY: Hi!

HAYES: Hi!

MCCORMACK: Hello!

CALLER: I love you! You can't leave! You're not allowed!

(LAUGHTER)

CALLER: But my question is, why would the writers feel they had to break up Grace and her husband? Harry Connick, Jr., seemed to fit so well with all four of you. Was it his choice, or did they just think it wasn't going the right direction?

KING: Debra?

MESSING: Thank you. I love you!

KING: What was the -- thank you. What was the decision...

MESSING: We love you! You know, I'm not -- I think -- I think it was both. I think -- you know, I mean, he obviously -- he obviously has a very full life. He's going to start (UNINTELLIGIBLE) and he had a lot of work to do with his album and promoting and traveling. So we were so grateful to have him as long as we did. And I think that, you know, we knew that we couldn't have him forever, so...

KING: So it worked.

MESSING: ... so the -- you know, we tried to get everything we could out of it. MCCORMACK: But part of the show, too, is that -- is that Will and Grace need each other, and we all, as friends, need each other. So it was always intended that the marriage would eventually end, even from the beginning, no matter who played him.

KING: Orem, Utah. Hello.

CALLER: Hi.

KING: Hi.

MCCORMACK: Hi.

CALLER: I'd like to say I just love the show.

HAYES: Thank you.

CALLER: And my question is, is, have you ever considered having Tom Selleck as a boyfriend selection for maybe Karen?

MCCORMACK: Oh!

MULLALLY: That sounds like a good idea to me!

KING: An idea!

MULLALLY: I'm on board with that idea! Yes, absolutely. Thanks for the suggestion.

HAYES: Mustache or no mustache for you?

MULLALLY: Really, probably doesn't make any difference.

(LAUGHTER)

KING: At this point, it don't matter!

HAYES: I think she'd look good in a mustache!

(LAUGHTER)

KING: Peoria, Illinois. Hello.

HAYES: Peoria!

CALLER: Hi.

KING: Will they get it in Peoria? Yes. Go ahead.

CALLER: Oh, absolutely. I just wanted to tell these guys they are by far the most talented cast on television.

HAYES: Oh, thank you very much.

CALLER: And I'd like to ask them if -- how do they feel about actors today almost being vilified for stating their political views or inclinations? Thank you.

MULLALLY: Wow. What a great question.

HAYES: Yes, that is a good question. I feel -- not all actors, but some actors become a little too politically active and emotionally involved a day late or a week late or a month late, where people like -- a lot of people blew up about the results of the election, and it's, like, Well, what did you do about it beforehand? I'm not taking that stance, you know, right now. I'm just saying if you're going to have a voice, you know, and be one side or the other, what did you do the year or two years -- instead of coming out a month before the election and...

MULLALLY: I think it's been really -- oh, I'm sorry.

HAYES: No, that's -- I'm done.

MULLALLY: I think that's a really interesting...

(CROSSTALK)

MULLALLY: No, I think it's an interesting point. We never really talked about this. But I always think about that because I have seen people who are considered celebrities, actors, musicians, sports figures, who are extremely intelligent, who have opinions, and it seems like you're kind of not allowed to have one if -- if you are in that position.

KING: Why?

MULLALLY: Well, I don't know. Some of -- a lot of the things I've seen, people are just sort of systematically taken apart if they want to voice an opinion. And then on the other side of the coin, but it is OK for their privacy to be completely invaded at -- 24/7.

KING: A conservative group has a billboard here, thanking Hollywood for electing George Bush.

MCCORMACK: Yes, I just saw that.

UNIDENTIFIED FEMALE: I saw that today.

KING: And it shows pictures of Hollywood celebrities who support him.

MCCORMACK: It's freedom of speech. They can do that, and we can, you know, spout off about what we believe. I mean, everyone has got the right. We just -- we happen to have a vessel at the moment, but...

KING: Do you think you influence voters?

MCCORMACK: ... that's the resentment.

MESSING: You know, I -- I think so. I think so. I think it's a huge responsibility to -- to be -- to be a celebrity and to speak out politically. I mean, we -- obviously, we're human beings. We have opinions. We -- you know, we fancy ourselves as -- as being articulate and intelligent, and we want to be able to express our views when asked. But I think because we're celebrities, people -- there's just a -- there's consequences with -- with sharing those views.

MULLALLY: I'm afraid -- I feel like I'd rather just not say anything because I don't want to attract any kind of attention like that because I would hate to be a target for, you know, tabloid type of press or anything like that.

KING: And you're only $800 a week.

(LAUGHTER)

MULLALLY: Right. I work cheap, baby!

KING: Another classic "Will & Grace" moment is Will and Jack teaching Karen's cousin how to be gay. Take a look at the now famous dance lesson.

(BEGIN VIDEO CLIP)

HAYES: Tighter! Tighter! Pull it in!

MCCORMACK: OK. OK. Look, this move, unless you're one of the Brady kids, should be (UNINTELLIGIBLE)

HAYES: OK, Barry, now, come on. Sit here, sweetheart. Watch and learn, all right? And note, these moves can also be performed on roller skates, OK?

(END VIDEO CLIP)

HAYES: Oh! I have no friends and family anymore, Larry.

(LAUGHTER)

HAYES: Nobody likes me.

KING: We'll be back with more and more of your phone calls on this edition of LARRY KING LIVE with the cast of "Will & Grace." Don't go away.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: What are you doing? I'm stuck in there, listening to him talk about how he's learning to love his mulatto bastard grandchild.

MCCORMACK: I'm sorry. I had to talk to Grace.

UNIDENTIFIED MALE: Right. Because we're having lunch from 1:00 to 2:00, which only leaves you 23 hours to catch up on her problems? What about me, Will? You know, this is a relation-ship. When one of the crew goes overboard, the ship sinks. MCCORMACK: No, it doesn't! That's a terrible metaphor!

UNIDENTIFIED MALE: You're a terrible metaphor.

MCCORMACK: That's a comeback?

UNIDENTIFIED MALE: You're a comeback!

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

MCCORMACK: That ice stings, and it tastes a lot like gin.

MESSING: I got it from my assistant's freezer.

MCCORMACK: Is your assistant Courtney Love?

MESSING: Not as together. I am really, really sorry.

MCCORMACK: You didn't mean it, did you? I mean, you're not homicidal, are you? Because it looks like you've been doing some psychotic gardening.

MESSING: Oh, this isn't psychotic. This is.

(END VIDEO CLIP, "WILL & GRACE")

KING: Eric McCormack plays Will Truman on "Will & Grace," Emmy winner for outstanding lead actor in a comedy series. He's starring in the upcoming film "The Sisters." We'll talk about that in a little while.

Debra Messing plays Grace Adler. She's the Emmy winner for outstanding lead actress in a comedy series, stars in the current released film "The Wedding Date."

Sean Hayes plays Jack McFarland, Emmy winner for outstanding supporting actor in a comedy series, star and co-executive producer of "Situation Comedy," a new document reality series we'll talk about in a while.

MESSING: And a class act all the way.

KING: And a class act.

And Megan Mullally, who plays Karen Walker on "Will & Grace," also an Emmy winner for outstanding supporting actress. Does concert work with her band, Supreme Music Program. Recently performed at the Lincoln Center, will be at the Kennedy Center, but will not be at the Republican or Democratic Party get-together.

(LAUGHTER)

Let's go back to your calls.

Hagerstown, Maryland, hello. Hagerstown, hello?

UNIDENTIFIED MALE: Hey, Hagerstown.

UNIDENTIFIED FEMALE: Hi.

CALLER: Hello?

KING: Hello. Go ahead.

CALLER: Hello?

KING: OK. If that's it, goodbye.

Chicago, hello.

CALLER: Hi.

KING: Hi. Go ahead.

CALLER: I was wondering, is there anyone that you guys haven't worked with that you would just about do anything to work with?

KING: Good question. They might all be different.

Eric, who would you like to work with?

MCCORMACK: Well, she's had the opportunity. Woody Allen would be my answer. I want to do -- Woody, hello? I want to do a Woody before...

KING: Debra?

MESSING: Was the question to be a guest star on the show or...

KING: Either one. Who would you like to work with or be a guest star on the show? Answer it either way.

MESSING: Meryl Streep.

KING: She might do the show.

MESSING: Really?

KING: You don't think she would do "Will & Grace?"

MESSING: Oh, I think she...

KING: She's a hoot.

UNIDENTIFIED MALE: No, I thought you knew something.

MESSING: I thought you were breaking news here. And I'm like, "Really?"

KING: No, no. I'll bet Meryl Streep would say yes.

MESSING: You know what? I think she is hilarious.

KING: She's funny. Get Sharon Stone and Get Meryl Streep.

MESSING: Yes.

KING: Who would you want?

HAYES: Jesus Christ.

KING: He's out of town.

HAYES: He's hard to book. No...

MCCORMACK: He's doing "Passion of the Christ 2" at the moment, so...

HAYES: Probably Steve Martin. Probably Steve Martin.

KING: Yes. He might do it.

HAYES: Maybe.

MULLALLY: I'm on that same Meryl Streep bandwagon, not to be boring. Yes.

KING: Las Vegas, hello.

CALLER: Hello?

KING: Go ahead.

CALLER: Hello?

KING: Yes, go ahead.

CALLER: Yes. I have a question for Megan. I love you, Megan, by the way.

MULLALLY: Thank you. Thank you.

CALLER: I was just wondering, I love your first two CDs. Are you going to make another one anytime soon?

MULLALLY: Oh, that's so nice of you. Thank you.

Yes, we're planning to. We've had a lot of big, glamorous bookings lately, the band. So we've been kind of busy just getting those, preparing those, and traveling and having fun, playing live. And we've been collecting a lot of new songs, so we'll definitely be making a record soon.

But that's so nice of you. Thank you

KING: San Jacinto, California, hello. CALLER: Hi. How are you doing?

KING: Hi. How are you?

UNIDENTIFIED MALE: Hey.

CALLER: Hey, Paula Zahn earlier had a question.

KING: Yes.

CALLER: And they want to know how much of the show is improvised.

KING: All right. There was a Paula Zahn question. I made a note of it. I was going to -- how much are you allowed to just wing it?

MCCORMACK: No. I mean, we -- we're actors, so we're supposed to make it look like we're winging it. But, no, it's a written script.

MULLALLY: It's a compliment to the writers, because a lot of people ask me. They say, "You improvise a lot of it, don't you?" No, none of it is improvised, really. I mean, essentially, there's teeny little things that are, but that's how good the writers are.

KING: So you are on script?

MESSING: Oh, absolutely.

KING: The show has had some fun doing flashback episodes. Let's take a look back at when Will and Jack first meet.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MCCORMACK: Oh, and you think everybody's gay?

HAYES: No, not everybody. Just me and you and a dog named Boo.

MCCORMACK: Hey, hey, I'm not gay.

HAYES: Well, this well-worn copy of the "Dream Girls" soundtrack begs to differ.

(LAUGHTER)

MCCORMACK: How would you like it if I kicked your ass?

HAYES: That depends on the spirit in which it's delivered.

MCCORMACK: Hey, hey, hey.

(END VIDEO CLIP, "WILL & GRACE")

HAYES: That was actually how my hair was growing up.

KING: South Hampton, Ontario, hello. CALLER: Hi. My question is for Eric.

MCCORMACK: Hi.

CALLER: As a comedian who wants to get into the film industry, like I'm going to school (UNINTELLIGIBLE), me making it, what advice do you have?

MCCORMACK: Try to do as much as you can in Canada before you ever attempt to come down here. Do theater, do as much Canadian television. Don't just jump the gun.

I mean, it works for some people. Keanu Reeves came down here and had some success, I understand. But I would -- I would say, you know, do it home-grown first. And when I came here I had done a lot up there.

KING: You're an actor who does comedic acting, right?

MCCORMACK: Yes.

KING: You're not a comedian.

MCCORMACK: No.

KING: What are you, Sean?

HAYES: I would say the same. I tried do stand-up and I was horrible. And I'll never do it again.

KING: Really?

HAYES: So, yes, I consider myself an actor who is funny.

KING: Are you more comfortable in comedy?

HAYES: Oh, definitely. It hides the pain, Larry.

(LAUGHTER)

KING: Pagliacci.

HAYES: That's right.

KING: The show must go on.

HAYES: Right.

KING: Why?

Are you more comfortable in comedy, Debra?

MESSING: I love comedy, but I think I'm happiest when I switch back and forth. I think I feel, you know, most -- most revitalized when I get to switch off.

KING: Megan?

MULLALLY: Gosh, I kind of like everything. And I also enjoy singing a lot. So people ask me, do I like to sing or act better. And I don't know which.

But I just -- I think it's just nice to have a forum to express yourself creatively. We're very lucky to have that.

KING: Milton Berle told me once comics make good actors because they're acting all the time. Stand-up comics are acting every night.

HAYES: Yes. That's right.

KING: They're going out. They maybe feel terrible -- you can feel terrible and play Hamlet.

HAYES: Right.

KING: Feel terrible and be funny for an hour...

HAYES: Oh, yes. That's true.

MULLALLY: Yes.

KING: California, hello.

CALLER: Hello?

KING: Hi.

CALLER: Hi. I'm sorry.

I just want to say that I like everybody on the cast. You guys make us laugh so hard. And I was wondering if the chemistry that you guys have on your show, if it continues when you guys are off air?

KING: Not according to "The Enquirer."

(LAUGHTER)

MULLALLY: We have so much fun together that it's criminal that we're getting -- well, back to the money again. I'm lowering my salary by the moment. But it is criminal that we get paid to do what we do. We have so much fun.

KING: Do you socialize?

HAYES: Yes.

MESSING: Yes.

HAYES: We usually have a powwow right before we go back to work, like a little -- you know, we either have dinner or whatever, something.

MCCORMACK: Yes, we used -- we used to do it more. But I think it's because people get so busy in their lives. We both had children. It's just...

MESSING: And also, now, luckily, we have places that we need to be as a cast that are social events, where we get to enjoy each other. You know?

HAYES: So it really is like brothers and sisters. And actually, the days we get off are so fewer than the days we see each other. So it's nice to get rid of these people.

KING: How did they -- how did they deal with your pregnancy on the show?

MULLALLY: She said she was fat and eating a lot.

MESSING: Yes. They just called me -- the called me fat. And, you know, other than that, it was easy. It was so easy.

(CROSSTALK)

MULLALLY: Because she was upset about splitting up with Harry Connick's character, so she was just eating her way out of her misery.

MESSING: Yes. So they just made fat jokes the whole time. And we tried very badly to hide behind potted plants.

HAYES: Right.

KING: We'll take a break. We'll be back with more, more calls, more cut-ins, and more about their other projects. Don't go away.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MCCORMACK: Do you want to have this baby with me or not?

MESSING: You said I could have more time.

MCCORMACK: That was before I found out you were sneaking around behind my back. If you want to back out of this, then I want you to back out of it now. Because I don't want to have this conversation again in a month, like we did with the cabinets.

"I like the nickel pulls. No, I like the brass pulls. Oh, no, I like the nickel pulls again." Make up your (EXPLETIVE DELETED) mind.

MESSING: So what you're saying is, if I don't want to do it tomorrow, you don't want to do it at all?

MCCORMACK: That's right, Grace. It's now or never.

MESSING: Well, if that's the case, I guess I have to go with never.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

MULLALLY: OK, come on. Who do you think you're talking to? Quit trying to pretend like you're best friends with Jennifer Lopez.

JENNIFER LOPEZ, SINGER: Good morning. I slept like a baby. I forgot how comfortable towels on a kitchen floor are.

MULLALLY: (UNINTELLIGIBLE)?

LOPEZ: But I had the weirdest dream. I was in bed and you and some guy named Toby were dancing around doing scenes from "Selina."

HAYES: That's crazy. We were good, right?

(END VIDEO CLIP, "WILL & GRACE")

KING: Temecula, California, hello.

CALLER: Hi, Debra.

MESSING: Hi.

CALLER: Hi. I just wanted to know if you think you will ever play in a movie as the character of Lucille Ball?

MESSING: Oh, gosh. I never say never, but I can't imagine having the courage to...

KING: Play her?

MESSING: Yes. I think -- you know, she's really the reason why I do what I do. I grew up with her.

KING: It would be good casting, though. She's your idol?

MESSING: She's my idol, yeah.

KING: To, let's see, Kitchener, Ontario. Hello.

CALLER: Hi, Larry. It's Jonathan. I just want to say hi to Eric and everybody.

My question relates to your story last week with Elton John. Just want to know how he was to work with on your show. Thanks. And, by the way, Candle (ph) loves you all.

KING: On this show, you mean? Or...

(CROSSTALK)

MCCORMACK: No, I guess it was...

KING: He was on this show last week, too.

MCCORMACK: Elton is -- Elton is actually a friend through -- through another Canadian, my friend, David Furnish, who was his lover and we went to high school together. So...

KING: They've been together 11, 12 years. MCCORMACK: Yes, they have. It's fantastic.

And I just -- when I got to meet Elton through Dave, around the second season of the show, I just said, "You've got to come on this show." And I think initially they wanted him to play someone other than him for the kick of it. But -- and he ended up playing -- it was the week that Mike Ovitz had announced that the gay Mafia was running all of Hollywood. And so Elton became the head of the gay Mafia, which...

KING: I'd like to go on and play someone else, play someone else.

MESSING: You're on.

KING: The only time I've ever played someone else was in "Shrek 2." I'm Doris, the ugly step sister.

MESSING: What do you want to play?

KING: I'll play anybody.

MESSING: Do you want to play a woman?

KING: I'll play a gay guy. I'll play anything.

MESSING: Oh my god!

MULLALLY: You heard it hear.

HAYES: OK, good.

MCCORMACK: You'd probably have to lose the suspenders for the gay guy, though, just to make that work.

HAYES: And that -- for that week that you work on our show, I'll sit in that chair right there.

MCCORMACK: Nice.

KING: Wow.

MULLALLY: What an offer.

HAYES: Take it or leave it, Larry.

KING: Yes, I'll leave it -- I'll take it.

HAYES: OK. Great.

KING: The episode with Madonna is special to LARRY KING LIVE. Our own Wendy Walker Whitworth was an extra. And she's our senior executive producer.

Karen was looking for a roommate and found an apparent soul-mate in a peculiar and high maintenance office worker played by Madonna. In this bar scene with Megan and Madonna, you can see our own Wendy Walker Whitworth. She's the blonde in the background.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MADONNA, SINGER: Mind if I join you?

UNIDENTIFIED MALE: Well, I'm kind of dancing with her.

MADONNA: Or would you rather be dancing with an office manager? You know, I was here. And now you're gone.

Hey, Curt, check this out.

UNIDENTIFIED FEMALE: Hey, Curt, look at me!

MADONNA: Curt, Curt!

UNIDENTIFIED FEMALE: Curt! Yeah, here I am. I'm your lady, Curt!

MADONNA: Whoa!

UNIDENTIFIED FEMALE: Oh, yeah!

(END VIDEO CLIP, "WILL & GRACE")

KING: That was just a walk-in actor?

HAYES: Well, I'm sure -- yes, (UNINTELLIGIBLE).

KING: But he's working with Madonna now?

MCCORMACK: Yes, he probably didn't know that going in.

MULLALLY: Madonna rubbing her body all over him for a week.

KING: Yes. And he came home that night and said, you're not going to believe this.

HAYES: And now he studies Kabbalah.

(LAUGHTER)

KING: Sacramento, hello.

CALLER: Hi, guys. My twin sister and I just love the show and have been watching for years.

A particular emotional time in our life, when Stan was killed off in the show, we had also just lost our dad in a car accident we were involved with around the same time. So, first of all, real quick, my sister and I really want to thank you guys for that season because that was a time of our lives when we lost our dad and we had almost died. My question is, why did you guys decide to kill off Stan?

MULLALLY: You know, that's another really good question. I -- that's so -- I'm sorry for your loss, and that's -- and we never think that there would -- we're just doing a show, we're having fun. And when we hear about parallels like that, it's kind of touching, I think. So thank you for saying that.

KING: Writers decided, though, right?

MULLALLY: Yes. Yes, absolutely.

The writers decided that Stan would be killed off. And it's still to this day, for me and some of us, I mean, I think it's fine. But I miss Stan. I think Karen the character -- Karen really loved him. And...

KING: So you get emotionally involved for Karen?

MULLALLY: I guess. I'm not very smart apparently, am I? Because I don't want any money and I really believe it's happening. But we did...

(LAUGHTER)

KING: Mental health week on LARRY KING LIVE.

MULLALLY: Yes. Yes. Thank you for helping me, Larry.

But we still refer to Stan quite often, and he is still very much in Karen's heart. So thank you.

KING: We'll take a break and be back with our remaining moments, get a couple more phone calls in and ask about other projects.

Don't go away.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MESSING: You want to hear something funny about him?

UNIDENTIFIED FEMALE: Sure.

MESSING: You will never have him.

UNIDENTIFIED FEMALE: Excuse me?

MESSING: You will never have him. He's gay, you're straight, he will never change no matter how many boyfriends you scare off.

UNIDENTIFIED FEMALE: OK. I know what's going on here. You're just mad because I said I hate your dippy little fancy chicken friend! Deal with it!

MESSING: You will never have him.

UNIDENTIFIED FEMALE: Stop saying that.

(END VIDEO CLIP, "WILL & GRACE")

(COMMERCIAL BREAK) (BEGIN VIDEO CLIP, "WILL & GRACE")

MULLALLY: Tada!

HAYES: Oh, my god. You caught the bird!

HAYES: It was easy. I just fed him some mint Milanos (ph). And some brandy to wash it down.

(END VIDEO CLIP, "WILL & GRACE")

KING: Oh, you hadn't seen it yet?

MULLALLY: No.

KING: All right. Let's -- a couple of things individually.

Debra's current film is "The Wedding Day," a romantic comedy directed by Clare Kilmer.

MULLALLY: Yeah.

KING: You play (UNINTELLIGIBLE), an insecure single who pays a male escort played by Dermot Mulroney $6,000 to be her date for a family wedding in England. Let's take a look.

(BEGIN VIDEO CLIP, "THE WEDDING DAY")

MESSING: I'm not a knuckler (ph). I fly all the time. The reason I can't feel my legs is that any second my date is going to sit down in 3B and I need to look really, really, really, really good today.

UNIDENTIFIED MALE: Hello 3B.

MESSING: Hey.

DERMOT MULRONEY, ACTOR: Kat, let's sit.

(END VIDEO CLIP, "THE WEDDING DAY")

MULLALLY: Yeah! Go see Debra's movie. It's so good.

KING: Eric is co-starring in the soon to debut independent film "The Sisters," based on Anton Chekhov's "The Three Sisters." It stars Mary Stuart Masterson, Maria Bello (ph) and Erica Christianson (ph). We'll take a look at Eric's scene with Chris O'Donnell.

(BEGIN VIDEO CLIP, "THE SISTERS")

MCCORMACK: How did you get here?

UNIDENTIFIED MALE: David found her in her apartment lobby and called the paramedics.

MCCORMACK: What was David doing in her apartment lobby? UNIDENTIFIED MALE: I walked her home.

MCCORMACK: She left the party by herself.

UNIDENTIFIED MALE: And I followed her to make sure she was all right.

MCCORMACK: What do you have some sixth sense about potential drug overdoses?

UNIDENTIFIED MALE: Looking after someone must be an incomprehensible idea to you.

MCCORMACK: Don't dignify your perversions to me, you creep.

UNIDENTIFIED MALE: Hey, hey. Please!

END VIDEO CLIP, "THE SISTERS")

MULLALLY: Right on!

KING: It doesn't look like you.

MCCORMACK: I know. It's in competition (ph) of Tribeca. In April.

KING: And Sean Hayes is doing a search for the next big sitcom. He's doing a show about it. And here's a clip of Sean's upcoming series on Bravo called "Situation Comedy."

(BEGIN VIDEO CLIP, "SITUATION COMEDY")

UNIDENTIFIED FEMALE: What we're going to do right now is you're going to have to pitch to us because you're going to have to pitch to the network.

UNIDENTIFIED FEMALE: It is a fish out of water comedy.

UNIDENTIFIED MALE: She is a fish out of water. Fish out of water.

UNIDENTIFIED MALE: Do you have any idea where you see the series going after the pilot?

UNIDENTIFIED MALE: Oh, absolutely. I mean, not off the top of my head.

UNIDENTIFIED MALE: "7th Heaven" meets "A Men."

UNIDENTIFIED MALE: Mary Tyler Moore, Chinese and single.

UNIDENTIFIED FEMALE: Gospel meets hip-hop.

UNIDENTIFIED MALE: "Who's the Boss" meets funny.

END VIDEO CLIP, "SITUATION COMEDY") KING: That's funny.

HAYES: Yes. It's really great.

KING: When does that start?

HAYES: July on Bravo.

MULLALLY: I don't have a clip, but I could take off my top.

KING: However, we show off your musical talent. We don't have it, but you're in an M&M commercial?

MULLALLY: Yes.

KING: What are you singing?

MULLALLY: I'm singing to M&Ms. Here we go.

KING: I thought we didn't have a clip.

MULLALLY: Oh, I guess we do. How about that?

KING: Oh, look at that!

(BEGIN VIDEO CLIP)

(MUSIC)

MULLALLY: Wait. Nothing rhymes with orange.

UNIDENTIFIED MALE: I still get paid, right?

MULLALLY: Chocolate is better than color.

END VIDEO CLIP, "WILL & GRACE")

MULLALLY: I guess they did have a clip.

KING: Winston-Salem, North Carolina, hello.

CALLER: Hello. My question is to the entire cast of "Will & Grace." Who was the most in influential person in all of your lives?

KING: Eric.

MCCORMACK: Oh, don't start with me.

KING: All right. Debra.

MESSING: As?

KING: In your life.

MESSING: Oh. Oh. My parents.

KING: Both of them?

MESSING: Yes.

KING: Sean?

HAYES: My mom in real life and on TV and film probably Martin Short and Steve Martin and John Ritter and a bunch.

KING: All those greats.

HAYES: Yes.

KING: Megan?

MULLALLY: I would say -- I would say my parents. And I was obsessed with "The Carol Burnett Show" when I was a kid and had to deal with my mom.

I'd go to bed an hour earlier on Mondays so I could get up at 9:00 and watch her show. And also my husband has been very influential.

KING: Eric, you've had time to think about it.

MCCORMACK: I have. No, I mean, it definitely is my parents, but particularly the things my father would show me. I would stay up late with him and watch "M.A.S.H." and watch "All in the Family" and watch "Monty Python." And so I think a lot of my comedic stuff was through...

KING: Last call, Sunrise Beach, Missouri. Hello.

CALLER: Hello, everybody.

UNIDENTIFIED MALE: Hi.

UNIDENTIFIED FEMALE: Hi.

CALLER: How is everybody doing?

UNIDENTIFIED MALE: Great. How are you?

UNIDENTIFIED FEMALE: Great, thank you.

CALLER: Good, thank you. I just wanted to first of all say thank you for all the thousands and thousands of laughs you guys have provided over the years. You've just been all awesome. I have kind of a two-part question. The first is for Karen.

How did you develop your voice?

KING: It's Megan.

MULLALLY: Oh, that's OK.

CALLER: Megan, I'm sorry. KING: What's your second question quickly, because we have a time problem here?

MULLALLY: Well...

KING: Hold on. What's your second question? We'll get them both in. Sir?

CALLER: OK. Just wanted to know how she developed her voice and then if they would ever consider doing a sequel, any of them.

KING: OK.

MULLALLY: I just felt that the voice would be sort of more amusing if this really rich woman who could have everything she wants would have this voice that's so incredibly annoying. And it also gives it more of an energy because my own voice is kind of laconic. It was more of an instinctual thing.

KING: Is it hard to stay in character?

MULLALLY: No, it's easy to do. People think I'm like hurting my throat or something, but it's actually...

KING: How do you do it?

MULLALLY: Oh, honey, I don't want to do the voice.

(LAUGHTER)

HAYES: But like the pilot, the first two episodes, she didn't sound anything like the character does now.

KING: And you guys want to do a sequel already? You ain't off the air yet.

MCCORMACK: I know. It's so come to be a show about these four people. I can't imagine like a spin-off. Or I can't imagine -- I don't know. I don't know what form that would even take.

KING: Well, let's hope it lasts and lasts and lasts.

MCCORMACK: Thanks, Larry.

KING: You all deserve it. It's hysterical.

MCCORMACK: Thank you.

KING: And I'm not kidding. I'd have a lot of fun doing it.

MCCORMACK: All right.

MESSING: Well, you're on.

MULLALLY: It's as good as done.

KING: You can book it?

MESSING: Yes, we can.

HAYES: Yes, we are the bookers.

MESSING: Larry King is coming on the show.

KING: OK.

Eric McCormack, Debra Messing, Sean Hayes, Megan Mullally, they are the cast of "Will & Grace." It airs Thursday nights on NBC at 8:30. And it's won 12 Emmys.

I'll be back in a couple of minutes to tell you about tomorrow. Don't go away.

CNN LARRY KING LIVE

Interview With Cast of "Will & Grace"

Aired January 31, 2003 - 21:00   ET

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

(BEGIN VIDEO CLIP, "WILL & GRACE")
ERIC MCCORMACK, ACTOR: You know very well the minute one of us judges the other person's new person, it's over. It's a sick fact, but it's true!

DEBRA MESSING, ACTRESS: I don't like it!

MEGAN MULLALY, ACTRESS: You think I like it? I have to shower with three other people, and it's not even the '70s!

MCCORMACK: You sprang a leak.

MESSING: What are you talking about?

(END VIDEO CLIP)

LARRY KING, HOST: Tonight, the funniest foursome on TV, the cast in the Emmy-winning, envelope-pushing comedy smash "Will & Grace." They'll reveal the secrets to their success, and we'll get in-depth and personal with the real Will, Grace, Jack and Karen. Joining me tonight, Debra Messing, Eric McCormack, Sean Hayes and Megan Mullaly. They're here for the hour, and they'll take your phone calls too, and they're all next on LARRY KING LIVE.

They love my opening, right? I knew this was trouble. I knew when we booked them, this was trouble tonight. I said, why are we booking them? I knew this was trouble.

MCCORMACK: Is that tie really gay, or is that just me? No, I appreciate it...

(CROSSTALK)

KING: How do you stay in character so well?

MCCORMACK: It's not that far a road for me, unfortunately. It's not that far.

KING: Let's get -- first, congratulations. Outstanding performance by an ensemble in a comedy series. You won in this category 2001, nominated again. Screen Actors Guild. Debra Messing is on the front cover of "Vogue." Major story about you in "Vogue."

MESSING: Much better than the back cover. KING: Woody Allen is quoted as saying, "she's brilliant, sexy and one of the strongest comedians I've ever worked with. I'm lucky I've had the pleasure to work with her."

What did you work with him on?

MESSING: On two films, on "Celebrity," and then last year, "Hollywood Ending" came out. So that was my second film with him.

KING: OK, let's run down. How did you get this part? And by the way, you were brilliant Jerry Lewis, brilliant.

SEAN HAYES, ACTOR: Thank you. Do not point at me again. I don't speak to people who point at me.

(CROSSTALK)

HAYES: No, that's very sweet of you. Thank you, Larry. How did I get the part on "Will & Grace?"

KING: No, on "Tarzan and the Apes." OK.

HAYES: OK. So I got it -- how did I -- I had a film at Sundance. And a casting executive at NBC saw it and said, would I please come in and read for the part.

KING: Did you like it right away?

HAYES: They all know the really long version. That's the short version.

KING: Did you like it right away?

HAYES: Yes, it was the best -- it was the most talked about pilot amongst actors, you know.

KING: Really? They knew -- there was buzz about this show?

HAYES: Yes, there was buzz.

KING: How did you get the part, Debra?

MESSING: I actually had just wrapped a drama after six months, and I was out looking for a show. And the script was sent over, and I was told that they needed a Grace, and I read it and I thought, wow, this is really amazing. And I met with executive producers, and I was told that they had already cast Will. And I said, I can't sign on until I meet him, because this a show about, you know, friendship, and soul mates, and you can't fake that.

KING: That's mostly what it's about.

MESSING: Yes, and I was like, you can't fake it. And so, I really, you know...

KING: You had to like him? MESSING: Well, no, I didn't have to like him, there just had to -- the chemistry. You know, it's something you can't force and you can't plan. And so they flew Eric down from Canada. And we met at Jim Burrows' house. And after two seconds, I thought he was the funniest, most charming man alive, and I was like, sign me up.

KING: How did you get it?

MCCORMACK: Well, I'm the funniest, most charming man alive.

KING: I knew that.

MCCORMACK: So it was really a slam dunk. I actually -- I auditioned very early, for pilot seasons, like in December. And after a series of auditions, got the part, although the girl I auditioned with did not. So I was Will without a Grace for about a month.

KING: By the way, Debra, back to you, did you think this would be a hit?

MESSING: I thought -- I didn't know if it was going to go past two episodes, just because of the nature of the show.

KING: What about you, Eric, did you think it would be a hit?

MCCORMACK: I really did, despite the nature of it. I thought, if they just tackle it properly, if they don't go too far, too fast, it was a real chance for something that felt very must-see TV, but was fresh enough and had a new idea, that it could really...

KING: How did you come aboard, Megan?

MULLALY: Well, I...

KING: They tested your voice.

MULLALY: Pardon me?

KING: They tested that voice.

MULLALY: They tested my voice. I auditioned for Grace. And there was just a big flat line. And then they called me back in for Karen, but they didn't remember that they'd seen me as Grace. That's how amazingly captivating I was.

KING: Or how amazingly alert they were.

MULLALY: Yes, exactly. They were drunk. And so then I went in for Karen. And you know, the rest is history. Yes.

KING: Did you get it right there on the spot? Did they say, you're it!

MULLALY: I -- kind of in a way, kind of, because they'd already seen like 48,000 people for the part. I was one of the last people to audition. So when I went to the network, I was the only one. KING: By the way, we'll be taking lots of phone calls tonight for the "Will & Grace" crew. We know that you adore them. We're going to show you some scenes too in each of the segments. In this flashback scene, we're going to show you where the college student Will meets Jack in a very ironic location. Watch.

(BEGIN VIDEO CLIP, "WILL & GRACE")

HAYES: Hi.

MCCORMACK: What are you doing in the closet?

HAYES: I could ask the same of you.

MCCORMACK: What? Who are you?

HAYES: Oh, how quickly they forget. We met at Matt Stokes' party. My card.

MCCORMACK: Jack McFarland, since 1969. What are you even doing here? Aren't you in high school?

HAYES: Well, I prefer the college parties, because the fellows tend to be less uptight about their homosexuality.

MCCORMACK: Oh, yes, now I remember you. You were the one going around telling everybody you were in Duran Duran.

HAYES: That's right, that's right.

(END VIDEO CLIP)

KING: That's funny stuff.

HAYES: They got my hair perfect.

KING: Is it tough to play openly gay? Is that tough, to be swashbuckling?

HAYES: I don't know, Larry, you tell me.

MULLALY: It's swish buckling.

KING: Score one for Megan.

(CROSSTALK)

HAYES: No, it's a blast, you know.

KING: Easy?

HAYES: It's almost like anything's possible with my character.

KING: Because you can go out...

HAYES: Yes. And it started out that way. So, you know, I didn't -- it was kind of a back and forth tennis match with the writers and each one of our characters. And at the beginning, you don't really know what you have. So you kind of -- I think my character is this way, and then they bounce ideas and bounce ideas back.

KING: Do you like Jack?

HAYES: Yes. I couldn't probably spend time with him over -- yes, probably couldn't spend a long time with him, but yes, he's...

KING: You couldn't?

HAYES: No.

KING: Pal around with him, but you like him for the series?

HAYES: Yes. He'd drive me crazy. Doesn't he drive you crazy?

KING: Do you like Grace, Debra?

MESSING: I do. I do like her.

KING: Why?

MESSING: Because she's not -- she's not a classic everywoman. She's not perfect. She's quirky. And she's got her own business. And she has had troubled relationships.

KING: She lives in unusual (UNINTELLIGIBLE).

MESSING: She lives -- and also, I like her because she is a loyal friend. And I really think that they reflect a very real relationship very accurately. And the relationship between Will and Grace.

KING: Do you like Will?

MCCORMACK: I do, actually. When we started...

KING: You don't have to like him.

MCCORMACK: I do. But I love him now. I think when we started, he was sort of too perfect. They forgot to give him flaws. He was everybody's friend, everybody's host. And over time they realized that he'll be a lot more interesting if he's -- are you hot?

HAYES: I'm a little warm, sorry. Do you mind?

(CROSSTALK)

KING: I tell you, that is so...

HAYES: The bit didn't work, because I'm stuck in my...

MCCORMACK: It would have been nice, though.

(CROSSTALK)

MCCORMACK: This is our tribute.

KING: I am honored.

KING: Yes. People tuning in now think "Will & Grace" has become real, and we are all in this together.

OK. Do you like Karen?

MULLALY: Yes, I do like Karen. She has a lot of fun, she's very happy. She laughs all the time. And, you know, she's just -- she thinks she's helping. So yes.

KING: The script so is funny. Do you find yourself laughing while reading them?

MULLALY: Absolutely. It's so great to have a job where the writing is so amazing consistently. Week after week. And I'll get the script and I'll read it, you know, the night before the next, you know, table read, the big table read the next day. And I laugh out loud every time.

KING: It's funny stuff. We're going to take a break, we'll come right back, we'll go to your calls in a while. The cast of "Will & Grace," they are just the best. Don't go away.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MCCORMACK: I can't imagine my life without you.

MESSING: You know, you never have to worry about that.

MCCORMACK: Yes, well, actually, I -- I'm getting a little light- headed. See, there's this one teensy little complication. Actually, not so teensy. I -- I'm gay.

MESSING: Are you hungry?

MCCORMACK: What?

MESSING: What?

MESSING: Are you hungry?

MCCORMACK: I'm gay.

MESSING: What?

MCCORMACK: What?

MESSING: Are you...

MCCORMACK: I'm -- I'm gay.

(END VIDEO CLIP) (COMMERCIAL BREAK)

KING: We're back with the cast of "Will & Grace." A theme for all of you to discuss, and we can have fun, but getting serious for awhile -- Sean,, why do you think this show plays well in a country that still has trouble accepting the concept?

HAYES: That's a very good question. Eric?

MCCORMACK: Thank you very much.

KING: You have no opinion on it?

HAYES: No, I do. Why do I think it plays so well? Because it's funny. I mean, It's not trying to teach anybody anything, it's just, you know, it's a half hour of people trying -- it's not shoving anything down anybody's throat, it's -- these people are -- these people are just as normal as anybody else.

And you know, it's -- if it's an introduction to homosexuality for the country, then so be it. But I don't think it's trying to, you know, scream out or teach anything.

MCCORMACK: The writers have been very, very clever in not doing too much too soon. We took our time, the characters were introduced, these two are definitely gay, these two definitely straight. And -- but over time, we've pushed a little, pushed a little. We didn't come out with the envelop and shove it off the table.

KING: So you think the country went along with you?

MCCORMACK: Well, initially, we didn't have the kind of numbers we have now, initially. But I think they told two friends, they told two friends. And maybe some one was -- you know what I get all the time is I get guys saying, a few years ago, it was "My girlfriend loves your show." now it's, "My girlfriend introduced me to your show and I love it." And so that -- it just takes time and thank God we have it.

If we'd been off the air in half a year, it wouldn't have had the chance.

KING: So it's been five years now, right?

HAYES: I always say I hope -- I'm sorry, sorry, I hope it's "The Jeffersons" of our time. When "The Jeffersons" -- only white.

(CROSSTALK)

KING: Debra, why do you....

MESSING: Just to follow up on what he said, I think that really, everyone's -- everyone's focus from the very beginning was just being funny. And, you know, our job is to entertain and not to be political and not to try and make social statements, you know. If there is a byproduct of people sort of rethinking their value systems, or considering things in a new way, then that's a blessing. And we know that we have been a part of something that had that effect on people, just from the encounters that we've had, the letters we've gotten, you know.

And that is -- it's extraordinary. But I also think that they have written relationships, friendships, that are universal. So that heterosexual friendships see themselves in it, married couples see themselves in it, the way we respond as domestic partners are very universal.

(CROSSTALK)

KING: And Megan, one of the keys, of course, is it's got to be funny, right?

MULLALLY: Well, I think that's one of the reasons why people did accept it; is that it's just funny. And also, the gay bashing is built in. So, in case you're so inclined, it's already -- the work is already done for you.

KING: I mean, are you saying a gay basher would enjoy this show?

MULLALLY: The characters gay bash each other.

MCCORMACK: Yes, I man, Jack and Will, for instance, as two gay men will say things that if a straight man said to it a gay character on television, you know, we'd be up in arms. But we can get away with it in a way that, you know, people of the same race can.

KING: Do you have input into the script, Megan?

MULLALLY: You know, I think at the beginning, we were all a little more, you know...

KING: Do what they say?

MULLALLY: Well, no, were more kind of wanting to put in our two cents worth. But the writing is so good. It's so clean that we never -- we hardly ever say anything.

MCCORMACK: No, we'll pitch an idea for it, but not an idea for a joke, more like, what if the scene went down this road?

KING: When did this guest star -- Madonna is going to be in an upcoming up. You've had others come on. When did that -- was that from the get-go?

MCCORMACK: No, I think it's normal for any show.

MULLALLY: I remember when Doogie Howser was on, I thought, Oh my God. Wow. I was like nervous.

MCCORMACK: That built and that was really -- it was people who either they loved the show or their kids love the show and was like, "Dad, do the show." And the next you know, we've had tremendous actors. Michael Douglas, Matt Damon...

KING: Are you any of you very surprised at its success?

MCCORMACK: I'm not really -- no. I just -- from moment one, it just sort of felt -- when Warren Littlefield was running NBC, he came to the pilot taping and we all went out that night, and he was only half jokingly talking about time slots. I mean, he was already so confident that we had a show that was going to last.

KING: One more clip we're going to show you of Will trying to break the news to his girlfriend, Grace. It's obvious, but watch.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MESSING: His art is amazing. Look at that.

MCCORMACK: Oh, my God.

MESSING: Will, what are you doing?

MCCORMACK: I think you've sprung a leak.

MESSING: What are you talking about? Ah!

MCCORMACK: I haven't been with a woman in some time, but I'm pretty sure they're not supposed to do that.

MESSING: Oh, my God.

MULLALLY: Good lord, why don't you two get a room?

(END VIDEO CLIP)

KING: It's good to be an actor.

I introduced the wrong clip, but so what?

HAYES: You could have been breaking the news that her water bra was leaking.

KING: That's right.

MESSING: Hello!

KING: Hello!

KING: We'll be right back with Larry, Larry, Deborah and Megan.

Don't go away.

MCCORMACK: We're the King brothers.

(BEGIN VIDEO CLIP, "WILL & GRACE")

HAYES: I don't know if you're aware, but on this week's episode of "Along Came You" there was supposed to be a kiss and there wasn't. UNIDENTIFIED MALE: Well, you know, Jack, sometimes a kiss is just not a kiss.

We have an anniversary...

HAYES: Whoa, whoa, whoa. Back to Jack. We went to complain and this closet case upstairs, cute in an offbeat way, got his number, totally gave us the brush-off and I just want to know how long I'm going to have to wait until I can see two gay men kiss on network television.

MCCORMACK: Not as long as you'd think.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

MULLALLY: Hey, what the hell did you two Mork and Mindy looking sons of bitches do to my cousin (UNINTELLIGIBLE)? You're supposed to help him be gay but you didn't finish. The poor kid's so confused he's sitting at home on couch watching football in a Spandex onsie.

MCCORMACK: We just got started. This is a guy who 24 hours ago thought that Batman and Robin just fought crime together.

(END VIDEO CLIP)

KING: We're going to go to calls early because I know a lot of people want to talk to the cast. But, Sean, how do you explain your relationship with Megan on the show?

HAYES: Personally? Or the characters?

KING: The characters.

HANES: Because I'd rather not talk about it personally.

KING: Megan, you too? You want to stay away from it personally? OK, we will. I don't want to get -- I quill not invade privacy. That's not the kind of show I do. I don't do that kind of show.

(CROSSTALK)

HAYES: I keep three (ph) people away from her at all times. No, when we first met, we just kind of clicked on a personal level, which I'm sure helped the characters. And we just kind of have the same wild, crazy sense of humor. We all do.

KING: The two of you, it really works.

HAYES: yes.

KING: Let's go to calls. Polin (ph), Washington, hello. CALLER: My question is actually for Debra. I love the show. I started watching it as soon as Harry Connick Jr. joined the cast. Debra, what is it like to play his wife?

MESSING: It's wonderful. He is a Southern gentleman through and through. And he is surprisingly goofy. He's very funny. And he just came in and embraced all four of us like family.

KING: Did the cast accept him right away? Harry Connick is a borderline genius musically.

MESSING: I would say he as musical genius.

KING: Calgary, Alberta, hello.

CALLER: I want to say, the four of you guys are absolutely amazing. I absolutely love the show. And I just want to ask you if you're this funny in your personal life everyday?

KING: Eric, are you funny?

MCCORMACK: That's the first question that Max and David asked me after the audition. They said, are you funny in life? Like they didn't want to work with someone that was going to be a pain in the ass. And I said, Yes, my friends...

KING: By the way, a comedic actor doesn't have to be -- you don't play funny. You have to play it serious.

MCCORMACK: I play as funny as I can, Larry.

KING: Comedy as serious business.

MCCORMACK: I like to think that I am funny. Help me here, guys. Am I funny?

(CROSSTALK)

MCCORMACK: My wife and I met in Calgary, Alberta. How about that?

KING: That's the Western stampede country of Canada. Baton Rouge, hello.

CALLER: Hello. I was wondering, I'm a big Megan Mullally fan. I was wonder going she plans to make her third CD anytime soon.

MULLALLY: Oh, thank you. That's so nice, absolutely. I'm already going through tons and tons of music trying to find new material. We found a few things already. So yes, we're going to do something probably within the next year. Thanks for asking.

KING: Are you going to do other things? Like Jerry Lewis?

HANES: Yes. You know. No, that's it. Cut off. No, whatever -- I did a a little film called "Pieces of April" which did very well at Sundance. I haven't seen it yet. It stars Katie Holmes and it was written and directed by Peter Hedges who did "What's Eating Gilbert Grape?" and "About A Boy."

(CROSSTALK)

KING: Do you do other things?

MCCORMACK: I just wrote and directed my first short film that I put into contention in various festivals. I hope so.

KING: And you?

MESSING: I'm currently filming a movie with Ben Stiller and Philip Seymour Hoffman and Jennifer Aniston and Alec Baldwin and having a great time.

KING: Comedy?

MESSING: Comedy.

KING: How do you work it to shoot the show and do a movie?

MESSING: They have just been unbelievable, both the film and "Will & Grace" have worked it out. We have hiatus. Working on a sitcom is the most humane way to be an actor. We have one week off a month. And we only work, like, seven months a year or so.

KING: Staten Island, New York, hello.

CALLER: I want to say you guys are therapy for me. I love you. You crack me up. What I'd like to know is how often do you crack each other up on the set and have to do retakes?

KING: I want do ask the caller something before they answer the question. Caller, does the gay issue at all have any offense to you at all or anything?

CALLER: Not at all.

KING: OK. Do you crack each other up?

HANES: Wait until you get a call from Iowa or something. No, we...

KING: Is it a happy set?

MCCORMACK: Our favorite thing at the end of the year is the gag reel that our Editor Peter Shakos (ph) puts together because we just -- we scream throughout the evening. It's hysterical.

MULLALLY: We laugh all day during rehearsals too. We have a lot of fun. We're very lucky.

KING: When a script that is funny, how do you -- what prevents you from laughing, playing it? MULLALLY: There have been certain scenes or certain parts of scenes that we couldn't get through all week during rehearsal and had a hard time during the show. You just kind of have to...

(CROSSTALK)

HAYES: ... had to do the little rock, paper, scissors thing. And every single day, we laugh for about an hour. Then we had the director saying, I'll give you a hundred bucks if you can get through it because we just couldn't get through it.

MESSING: And we still couldn't get through it.

MCCORMACK: For a hundred bucks? Wow.

(CROSSTALK)

KING: You see the script how far before you do it? (UNINTELLIGIBLE).

MULLALLY: The night before, right after our taping, we usually get done around 10, 10:30. When we're signing out they hand us the script for the next day.

KING: You tape Tuesday night. So Wednesday, you start reading your script. When do you gather together again?

MULLALLY: We read it hopefully the night before or the morning -- that night after the show. Or the morning before the table reading. The next morning at 11:00 we get together with all the writers...

KING: And you sit around and don't act it out? Just read it?

MESSING: But generally it's really only three days of rehearsal.

KING: They mentioned outtakes. As we go to break, some outtakes from "Will & Grace," watch.

(BEGIN VIDEO CLIP, "WILL & GRACE")

HAYES: What, you couldn't get a real person to hang out with, so you've got to hang out with Karen?

(LAUGHTER)

(SINGING)

(LAUGHTER)

HAYES: But me, I like the ladies, right, bitch?

(LAUGHTER)

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

(SINGING)

HAYES: That actually happened to me.

MCCORMACK: Have to get another napkin. Oh. See? it's a really strong napkin.

HAYES: 97. Let's try again.

MCCORMACK: 98!

HAYES: Thank you.

(END VIDEO CLIP)

KING: Let's reintroduce our panel of guests, the stars of "Will & Grace" are Debra Messing, she plays Grace Adler, three-time Emmy nominee for outstanding actress in a comedy series; Eric McCormack plays Will Truman on "Will & Grace." He won the 2001 Emmy for outstanding lead actor in comedy series. Also played Harold Hill on Broadway in one of the -- that's one of the great shows of all time. The music man is forever and (UNINTELLIGIBLE).

Megan Mullally is the Karen Walker character on "Will & Grace." She won the 2000 Emmy for outstanding supporting actress in a comedy series. And Sean Hayes plays Jack McFarland on "Will & Grace." He won a 2000 Emmy for outstanding supporting actor in a comedy series.

And we go Savannah, Georgia, hello.

CALLER: Hi. I absolutely love all of you guys. But my question is for Megan Mullally.

KING: Go ahead.

CALLER: Megan, I was wondering if or when are you coming to the East Coast to either sing or perform? You have a wonderful stage presence.

MULLALLY: Oh, thank you. Well, we might in May. The band, Supreme Music Program, we might do a little tour. We might go to a couple of cities in the East. But it would be a short tour. So sometime later we'll do a longer one and then eventually I'd love to go back and do another show in New York at some point but...

KING: West Haven, Connecticut, hello.

CALLER: Hi.

KING: Hi.

CALLER: I just wanted to say that "Will & Grace" is the funniest foursome show that I have ever watched in a long time. My question is for Will and Grace. Do you relate or compare your characters to in any shape and form of Lucille Ball and Desi Arnaz Jr.?

MCCORMACK: I know that's sort of a model that a lot of critics bring up. It's not a...

KING: It is?

MCCORMACK: Yes. They often say because of the foursome, and the two and the two, and the wacky neighbors and such.

KING: He's like Fred Mertz?

(CROSSTALK)

MCCORMACK: Well, Deborah particularly gets a lot of comparison to Lucille Ball.

KING: Red hair....

MCCORMACK: It wasn't a big model for me as a child. Sitcoms for me were more "Get Smart" and "All in the Family." But I think she was a bigger influence for you.

KING: Did she influence you?

MESSING: Well, I mean, yes. I mean, I grew up watching her...

KING: Great comedienne.

MESSING: ... and Carol Burnett and Mary Tyler Moore and Tracy Ullman. I mean, she's just one of the greats. But I don't think either one of us ever had them in mind when we were creating or ever playing Will and Grace.

KING: Toronto, Canada, hello.

CALLER: Hi there.

KING: Hi.

CALLER: First of all, I want to thank all of you for making Thursday one of the best days of the week. And my question for each one of you is, Before you became superstars, what careers did you have?

KING: Sean, what were you doing before this role?

HAYES: What was I doing? I was trying to get this role.

KING: OK. You were struggling.

HAYES: Struggling actor. I ran food. I wasn't a waiter, I was a runner.

KING: Really?

HAYES: Yes. It's a step down from a waiter.

KING: What does a runner do?

HAYES: The runner runs the food out, Larry.

KING: Oh those guys running the food?

HAYES: Yes. I couldn't get a job as a waiter. And what else did I do?

HAYES: I played piano for like a private voice lessons and stuff like that.

KING: Really? Eric, what were you doing?

MCCORMACK: Before the show, I was -- I was -- a lot of television guest spots. A lot of theater. But my first job ever was in Toronto, because that's where I'm from was Baskin Robins.

KING: You worked behind the counter...

MCCORMACK: Yes, when I was 15, granted but...

KING: When you got this part, Debra, what were you doing?

MESSING: I was doing another TV show prior to this...

KING: Which one?

MESSING: It was called "Prey," P-R-E-Y on ABC. And before that, I had a sitcom for two years on Fox called "Ned and Stacy." And I went to grad school prior to that in New York.

KING: So you were working?

MESSING: Yes.

MULLALLY: You know, I was actually a prostitute. So this was really great for me.

KING: Actually, you are in fact losing money doing this.

MULLALLY: I have improved my lot in life. But I can say that when I was trying to get a job after grad school, I signed up to work for a catering company. And I was so bad that they put me into the coat check room at Sotheby's and I lasted one night. I lost all the tickets. And I could not find anybody's coats. Anybody. I mean, they were like, you know, Sotheby's, New York. It's like, you know.

KING: Very austere.

MULLALLY: And I was fired. So I basically worked one day in a catering company. I was really bad.

KING: Huntington Beach, California.

CALLER: Hi, I have a question for Megan. But my -- I just want to tell you guys, you guys are so much fun to be around. You guys are so awesome. I was actually there for the Kevin Bacon episode. Sean, you're great.

HAYES: Oh, thank you.

CALLER: And -- yes. Megan, I was wondering, when are you going to have a new movie coming out, because "The Pact" was great.

MULLALLY: Oh, thank you. That's nice. I had a really good time doing it because I haven't had a lot of chance to do dramatic things, sot was a great experience.

I'm taking the whole summer of because we've been working for five years straight and I tend to just work until I fall into a puddle on the ground. So I'm taking the whole summer off and then hopefully, you know, maybe next hiatus I'll get something.

KING: Who produces "Will & Grace?" What's the production company? Paramount? Or it's an NBC production?

HAYES: Comet.

MCCORMACK: Yes, it's NBC productions.

KING: What I mean is, Are you all going to do one of the "Friends" bits and hold everybody up for a ton of money?

MULLALLY: Yes, clearly.

(CROSSTALK)

KING: Debra (UNINTELLIGIBLE)

MESSING: I love that they came on the same beat, yes.

MCCORMACK: That's how you do it.

KING: No, I mean, are you going to put their backs to the wall?

MULLALLY: This is where the hard driving journalism comes in.

HAYES: We're a gay show/ We're going to put their chests to the wall.

Commercial!

KING: All right. Frampton, Ontario, hello.

CALLER: Hello.

KING: Yes, go ahead.

CALLER: You're totally awesome. Really, really love the show. We watched it from the get-go. What I like most especially, because of Eric McCormack fellow...

KING: One of your boys.

MCCORMACK: Thank you very much.

CALLER: Anyways, I wanted to know if Gregory Hines or Rosie O'Donnell will be back on the show anytime soon.

MCCORMACK: Coming back as lovers, I think, aren't they?

KING: Gregory Hines -- there's a pair.

MESSING: Gregory Hines is a lovely, lovely man. He was my boyfriend the first season. Wonderful talent.

MULLALLY: There's no reason why, you know, either one of them shouldn't come back. They were both awesome and both of their roles were integral.

HAYES: On the Gene Wilder episode we established that Greg's character has left the firm, so we're not sure.

(CROSSTALK)

KING: Isn't Gene wonderful?

HAYES: Gene's wonderful.

(CROSSTALK)

KING: What a prince. Windsor, Ontario.

CALLER: Hi. I was just -- my question is for Eric McCormack but I love you guys all and I was just wondering what it takes to be, like, a Canadian to make it big in America as an actress.

KING: Is it harder for a Canadian?

MCCORMACK: As an actress?

KING: Well, you had it right.

MCCORMACK: I thought it was tough as an actress because I have to shave every day.

It's hard to come down here with nothing. I came down with a lot of credits that I had had in Canada, things I shot in Toronto that were American. So, I mean, I don't know how anybody from Canada or the U.S. shows up in L.A. with nothing and just tries to start here. It's a very hard town.

But I didn't find it that hard when I got here because I was 30. I had sort of earned my stripes so...

KING: All of you chose the toughest business of all. Most of the people in your union are not working. (CROSSTALK)

KING: SAG is the most out of work union of all unions.

HAYES: We're very, very lucky and we're very fortunate. I think about that every single day.

KING: And you appreciate that?

HAYES: A million times over.

KING: We're going to take a break. We'll be back with more phone calls.

By the way, next week we have a super week. What a way for this one to lead into it. Super week of guests coming up. Can't tell you a lot of it. They're going to announce some on Sunday and some on Monday.

But Monday night, Elizabeth Taylor will be here taking your phone calls. That's just the start of an incredible week next week. The announcements will begin Sunday on CNN about the other guests. And Monday too.

We'll be right back.

(BEGIN VIDEO CLIP, "WILL & GRACE")

HAYES: I'm really scared I'm going to lose my job. So Santa, if you help me, I promise I'll never ask for anything ever, ever, ever again, ever. Amen. Love, Jack.

P.S., I know I just said the thing about never asking for anything ever again. But if you're feeling generous, I would like some leather pants, hair extensions and the ability to fly.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

HAYES: Come on, let's go! Push! Remember, no pecs, no sex!

MCCORMACK: This all seems so superficial. Are gay guys only about bodies and faces?

HAYES: Absolutely not. They're only about bodies. Faces you can cover up with a cute hat or a leather hood.

(END VIDEO CLIP)

KING: That's funny stuff. We're back with Debra, Eric, Megan and Sean, the cast for "Will & Grace." They're all nominated for another SAG this year as best ensemble.

Back to the calls. San Juan, Puerto Rico. Hello.

CALLER: Yes.

KING: Go ahead.

CALLER: Thank you.

KING: Ola.

MCCORMACK: It just flows out of her mouth, amazing.

CALLER: OK. I think the four of you are brilliant and beautiful.

HAYES: Oh, wow, thank you.

CALLER: Mrs. Messing, I admire your gorgeous hair and eclectic hairstyles. Is your hair naturally curly, and do you have any hair secrets?

MESSING: Oh my goodness.

KING: A hair secret for Puerto Rico.

MESSING: Puerto Rico. Gracias. My hair is indeed naturally curly.

KING: So why is it straight?

MESSING: Just for you, to, like, confuse you.

KING: Thank you. I'm honored.

MESSING: Well, she said I had eclectic, eccentric, you know, different hairstyles. That's one of them.

KING: Is that your color?

MESSING: Sure.

(CROSSTALK)

MESSING: And secrets? Once I guess -- I wear my hair in a pony tail all the time because I don't really have secrets or tricks of the trade. So I'm sorry.

(CROSSTALK)

MULLALY: I cut my own hair.

MESSING: She does.

MULLALY: I do. I cut my own hair.

MESSING: And she does it pretty.

MCCORMACK: Do you really?

MULLALY: I do.

(CROSSTALK)

KING: Remarkable. How do you do the back? Bristol, New Hampshire, hello.

CALLER: Hello. Great show. And Debra, keep up the good work, you're gorgeous. I just want to know each of you, what's your favorite episode or just scene?

KING: OK. Do you have a favorite, Sean?

HAYES: You know, a lot of people comment on the Cher episode. And you know, there's so many, I can't even remember them all. But that stands out.

KING: Eric?

MCCORMACK: For me, it would be the scene we played this year, the very serious scene between Debra and I when she backs out of having my child, and it was kind of a shocking, not funny, very angry scene.

KING: You were going to do it like artificial, right?

MCCORMACK: Yes. And it was just -- everyone was sort of thought that's where the show was going, and this just scene totally flipped it.

MESSING: No, that, I was going to say the same thing. And I guess another one that stood out for me was -- that was fun to play, because, again, it was different, it was serious, was the episode where I'm in bed the entire time, and the episode was just the four of us, which was really neat.

KING: In fact, before we get Megan's favorite, let's watch that clip. Watch.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MCCORMACK: Do you want to have this baby with me or not?

MESSING: You said I could have more time.

MCCORMACK: That was before I found out you were sneaking around behind my back. If you want to back out of this, then I want you to back out of it now, because I don't want to have this conversation again in a month, like we did with the cabinets. I like the nickel pulls. No, I like the brass pulls. Oh, no, I like the nickel pulls again. Make up your freaking mind!

MESSING: So what you're saying is if I don't do it tomorrow, you don't want to do it at all?

MCCORMACK: That's right, Grace. It's now or never.

MESSING: Well, if that's the case, I guess I have to go with -- never.

(END VIDEO CLIP)

KING: You have a favorite scene, Megan?

MULLALY: Well, I have too many fun memories, favorite memories, but there was an episode early on where I thought, this character's getting really interesting, where Grace unearths some fetish films that Karen had starred in. And I thought, oh, this is getting good.

KING: That you had starred in? Fetish films? Like the foot fetish?

MULLALY: Yes.

KING: You answered that really quickly, foot fetish.

(CROSSTALK)

KING: Stratford, Connecticut, hello. Stratford, are you there?

CALLER: Hello.

KING: Yes, go ahead.

CALLER: I'm a big fan of the show. This question is for Eric. How do you feel your time at the Stratford festival helped you grow as an actor?

MCCORMACK: I was -- I spent time not in Stratford, Connecticut but in Stratford, Canada five years with the Shakespeare Festival. And it was -- it is my formative years. I mean, they are my formative years, it's the time in my life when I think I changed, not just from an OK actor to a better actor, but from a boy to a man. I mean, I grew up there. And whenever anybody asks, what would you recommend as an actor? I'd say be in the theater for as long as you can afford it. Because that's where you get your training.

KING: Have you done theater, Sean?

HAYES: Yes, very little, in Chicago.

KING: Wish you'd do more?

HAYES: Yes, I really enjoy it. I did a play like a year ago. It's fun. I like it.

MCCORMACK: You'll do Broadway eventually.

KING: Debra?

MESSING: Yes, I started in theater and did theater in New York. I'm chomping at the bit to get back. KING: Megan?

MULLALY: That was really where I learned. I never studied acting. That's where I learned everything was doing plays in Chicago.

KING: We're going to take a break and come back with our remaining moments. Get to some more phone calls with what we hope to be the first of many visits with the cast of "Will & Grace." Don't go away.

(BEGIN VIDEO CLIP, "WILL & GRACE")

MESSING: I'm not ready, it's not time.

MCCORMACK: It's for your own good.

HAYES: I just saw Grace's boob.

MESSING: You don't understand, he dumped me and found someone new in four days.

MCCORMACK: Karen, take her pants off.

MULLALY: You know, after what happened earlier, I think I'll just wash her feet.

MESSING: I am not taking my clothes off.

MCCORMACK: Fine, leave them on. Jack, get the water.

MESSING: Oh! I don't like this!

MULLALY: You think I like it? I'm in a shower with three other people, and it's not even the '70s!

(END VIDEO CLIP)

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "WILL & GRACE")

MESSING: Hi. What are you doing here? I thought you were elbow deep in someone's colon.

HARRY CONNICK JR., ACTOR: Yes, but then the office party ended. Listen, I've got some bad news. I don't think we can do that house warming thing this weekend.

MESSING: No, I told you, when people complained about having to give another gift, you say the first one never arrived.

(END VIDEO CLIP)

KING: To Las Vegas, hello.

CALLER: Hi. I wanted to say that I love your show. And Debra, my mom totally loves you. And I was wondering if you were going to do a "Will & Grace" musical?

MESSING: We've joked about doing a musical episode.

(CROSSTALK)

MCCORMACK: We all do sings, so it's tempting.

KING: Why not?

(CROSSTALK)

KING: How about an hour special Sunday night on NBC?

MESSING: I think it would be more fun to pull off just as our characters.

KING: It's been discussed?

(CROSSTALK)

MCCORMACK: I think it's a lot of work, though.

KING: Orient, Iowa, hello.

CALLER: Good evening, Larry. I just wanted to thank you for the tip on going into the business. My question is, if you guys weren't doing "Will & Grace", what would you be doing?

KING: They'd be looking for work.

(CROSSTALK)

MESSING: I thought she meant if you weren't actors. I'd be a lawyer.

MULLALLY: I'd go back to hooking. It's hard to get out of the life.

KING: Eric? What would you be if you weren't in this business?

MCCORMACK: I think I'd be a cartoonist.

(CROSSTALK)

KING: And Sean Hayes?

HAYES: Music, Larry. Something with music.

MCCORMACK: He's brilliant.

KING: Singing?

HAYES: No, playing or writing.

KING: You like the piano?

HAYES: I like the piano.

KING: Hagerstown, Maryland, hello.

CALLER: Hi, I love you guys, love your show. This is for Debra. I think you have a great style. I was wondering, I saw a picture of you on a coat that was said to be lined in mink, and I'm wondering if you really wear the real fur of small, tortured animals. Or if you perhaps were...

KING: Do you? That's a fair question. Why did we cut it? Do you wear furs?

MESSING: We cut it?

KING: Someone cut it. I don't know why they cut it. It's fair question.

MESSING: It was a gift sent to me from a designer. And I have worn it. And I've...

KING: You don't have qualms about it? Some do, some don't.

MESSING: I've never purchased a coat or anything made of fur. This was a gift.

MULLALLY: This has nothing to do with fur or not fur, but one factor also that might be interesting to know is Debra has a lot of allergies, she's allergic to wool.

MESSING: I can't wear any wool, any cashmere, anything, so I'm cold all the time.

KING: You can't wear cashmere?

MESSING: No cashmere, wool, goat, shearling, anything. I'm allergic to it all. Every time we work it's 90 degrees outside in L.A. and I'm literally in fleece, I'm just layered up in fleece all the time.

MCCORMACK: Luckily I can slaughter goats and wear them.

(CROSSTALK)

KING: Laurel Fork, Virginia, hello.

CALLER: Hi, I wanted to tell everybody I love the show, I think you're great. Debra, I love your hair. What do you all think of reality TV?

KING: Sean.

HAYES: Oh, God. We talked about this the other day. You know, I'll admit it, I enjoy some of it. But I think it's becoming, you know -- it's getting out of hand. And I think it's probably going to be -- end up being like the game show phase. "Who Wants to be a Millionaire," "Weakest Link." Maybe it's a phase but maybe it just a longer phase. I don't know, it's too soon to tell. Every other show now is a reality show.

MULLALLY: We love reality TV.

KING: What are you doing?

MESSING: It's a guilty pleasure. We do watch.

MULLALLY: I like watching people, people's behavior. It's a great acting lesson too. I love watching the people.

HAYES: The only thing now is the people on those shows are aware that they're on the show.

(CROSSTALK)

MESSING: ... I just think about what it's like now being a young kid, growing up, because we grew up with all these great TV shows that were not reality based at all. And there's something fantastical about losing yourself.

KING: (UNINTELLIGIBLE).

MESSING: It's sort of a more innocent -- you get to enjoy your innocence longer when you don't have to see the conniving and everything.

KING: We get in one more call, Toronto, hello.

CALLER: Congratulations on the show, it's fantastic. Congratulations, Eric. I was wondering how long the comedy will go on, what kind of a run you think you're going to have?

KING: Good question. Five years, how many you going to go? How many are you signed for?

MCCORMACK: At this point, we have at least one more that is definite. Probably seven. It's sort of hard to say after that. I mean, I think it depends on if -- we've been blessed by having the same writers stick with us, our director's directed every episode. Nothing's changed. As long as that continues and it's happy and high quality, I think we'll want to stick around.

KING: Do you want to keep doing it? Do you envision ten years?

(CROSSTALK)

HAYES: I agree with Eric, as long as it stays great and it is right now, and as long as it's fun for us, I'll do it for as long as it stays fresh and fun for us.

KING: You too?

MESSING: Yes. The writers are still just incredible. And we still are laughing all the time and still enjoying each other. And Jim Burrows is showing up every day saying, hey, come on, let's go.

(CROSSTALK)

KING: Do you ever miss your old job? We only got 30 seconds.

MULLALLY: Yes. Yes, I do.

KING: Those were the times?

MULLALLY: Yes.

MESSING: She moonlights on the hiatuses.

MCCORMACK: You didn't go by the name "Heidi," did you?

MULLALLY: Hey, now. I knew I'd seen you somewhere before!

(CROSSTALK)

KING: Thank you all very much. We started this way, we end this way, with Debra, Eric, Megan, Sean, of "Will & Grace".

I'll be back in a minute to tell you about the weekend and Monday.