An Affair to Forget is the 19th episode of the second season and the 40th overall.

After Rob and Ellen ask Will and Grace to be the best man and maid of honor at their wedding, Grace's secret one-night stand with the groom is exposed.


You little minx

While in the middle of game night, Rob and Ellen announce that they are getting married asks Will to be the best man and Grace to be the maid of honor, which they accept. After they leave, Grace divulges to Will that she had a one-night stand with Rob years before, when the two were having trouble in their respective relationships.

Ellen unfortunately overhears Will and Grace discussing the affair during her bridal shower so as revenge, she decides to sleep with Will but he runs away terrified. Rob tries to apologize to Ellen and the two end up having sex in Will's bedroom.

Midnight at the Oasis

141193043 - Edited

"This is the way the wheel goes round"

Will hires a female stripper for Rob's bachelor party, attended by a couple of friends, including Jack. When the stripper, Carla, gives Jack a lap dance, he unexpectedly gets an erection and becomes terrified that he might be turning straight (or a lesbian, according to Grace).

Carla then hands over her card to Jack and he finds out that she is actually a pre-op transsexual who is still male "from the waist down". Jack is relieved knowing that he is not turned on by a woman, proclaiming he is still "gayer than Christmas".





  • Title is a reference to the film An Affair to Remember (1957).
  • This is the only episode rated TV14 (as opposed to TVPG).
  • Laura Kightlinger's first writing credit for the show.
  • Grace's Aunt Honey is mentioned during the game. She eventually appears in Moveable Feast.
  • This is the only episode that makes use of the door next to the kitchen, which leads to a service stairwell.
  • When Ellen and her friends arrive for her bridal shower, she is dismayed that Grace did one of her picnics again, referring to the time she had a picnic party at her apartment in the episode Guess Who's Not Coming to Dinner.
  • One of the guests at Rob's bachelor party is named Ira. In the episode Will Works Out, Grace mentioned she lost her virginity to a guy named Ira.

Cultural references

  • Will jokes that Jack's view about heterosexual marriage is quoted from "Pope Ru Paul II", a play on then-Pope John Paul II and drag celebrity RuPaul
  • After Jack finds out about Grace's secret, she refers to him as Chatty Cathy, one of the first talking dolls released around the 1960s.
  • When Karen instinctively finds out about Grace's secret, Grace asks if she has "three 6s on her forehead". This is a reference to the "number of the beast" (i.e. 666) commonly associated to the devil.
  • Jack implies that he gets excited for "3 of the 4 Baldwins and one of the 2 Quaids", referring to actors the Baldwin brothers and Quiad brothers (Dennis and Randy). Will has also mentioned being attracted to the Baldwin brothers in the episode Where There's a Will, There's No Way.
  • Jack alludes to him having an erection by referring to it as "midnight at the oasis", after the 1973 song by Maria Muldaur. The song is also referenced by Karen in the episode Lows in the Mid-Eighties.
  • Will sarcastically remarks how an apple brown betty ended the Battle of Guadalcanal during World War II. In reality, after a series of skirmishes trying to retake the Guadalcanal territory from the Allied forces, the Japanese were defeated during the four-day Naval Battle of Guadalcanal.



I have a chilled bottle of very expensive champagne, which I've been saving for a special occasion. Who wants coffee? Will

Jack:Heterosexual marriage is just wrong. I mean, if God had intended man and woman to be together, he would've given them both penises.
Will:I believe I heard Pope Ru Paul II say that.
Grace:What are you doing here?
Karen:I was just taking a little walk.
Grace:You don't walk.
Karen:Well, I was just going out for a little snack.
Grace:You don't eat solid foods.
Karen:I love you.
Grace:Oh, right. Stan's mother's in town.
Grace:Karen, you cannot stay. Ellen is going to be here any second for her bridal shower, and she's bringing a couple of friends from Weehauken.
Karen:Oh, come on, honey, let me stay. I've always wanted to see those people up close instead of just driving through their habitat and having them jump on the hood of the car.
Grace:Do you have three 6s on your head?
Karen:No, but I got a fifth in my bloodstream.

I copped a feel. Might as well feel a cop. Jack

Why'd you run out in the middle of your lap dance? Does your ass have attention deficit disorder, too? Will

Oh, my God. It's finally happened. You've gotten so gay, you've looped around to straight again. Will

Grace:Jack got turned on by a woman? Well, he couldn't be straight, so, what, now he's a lesbian?
Will:Well, he's got the haircut for it.
Rob:I was a mess. I was out of my head.
Will:He's right. When a man gets that low, he'll reach for anything, anything.
Grace:Yep, that's me. I'm the step you take right before the gun.
explaining the affair to Ellen

Somebody tell that skank not to talk to me! And you, Mr. Man, are worse than a skank. You're a skunk who sleeps with skank! Ellen

You know, that hurt. You should really be careful what you say. You should realize that words are weapons, you little sissy! Karen

Ellen:We're having sex. Hey, it's the only way to even the score with Rob and Grace. It has to be done.
Will:Ok, wait. Slow down. One of us is gay.
Ellen:Yeah. Get over it.
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