Karen celebrates her birthday with an extravagant party and an impressive guest list.
Will, Grace and Jack are all enjoying themselves at Karen's party, happy of the fact that she finally decided to throw herself a party instead of their usual celebration of having a simple dinner at Chinatown. The friends are excited meeting Karen's famous circle of friends, with Grace even playing "ass-tag" with celebrities.
While the trio are fixing themselves in Karen's enormous bathroom, Beverly Leslie accidentally divulges that Karen has been throwing lavish parties for the past ten years without inviting them. Rosario also admits that they were not invited to this year's party as well. When she tells them they were not invited because of one person only, the three engage in a messy fight as to who that person is.
When they confront Karen as to why she never invited them, she admits that she was afraid if they celebrate her birthday at the mansion, they would not do their traditional small dinner anymore, which according to her is her "real" birthday and the thing she looks forward to the most.
- Eric McCormack (Will Truman)
- Debra Messing (Grace Adler)
- Sean Hayes (Jack McFarland)
- Megan Mullally (Karen Walker)
- Shelley Morrison (Rosario Salazar)
- Though two identical sets are used—one where the characters make a mess and one which Rosario cleans up, only one location (Karen's bathroom) is seen.
- Celebrities who are mentioned to be in Karen's party include celebrities Yoko Ono, Liza Minelli, Philip Seymour Hoffman, Diane Sawyer, politicians Happy Rockefeller, Gore Vidal, and John McCain, and celebrity couples Susan Sarandon and Tim Robbins, and Phil Donahue and Marlo Thomas. The Today show host Matt Lauer actually appears onscreen.
- After Matt Lauer spits out his pickled shrimp, Will rhetorically asks "where in the world are Matt Lauer's manners?" after his segment on the Today show "Where in the World Is Matt Lauer?".
- While Jack was in a pink bathrobe, Grace calls him Mrs. Roper, the landlady from the sitcom Three's Company (1977–84), who is known to always wear bright-colored loose clothes.
- Grace mistakes US Senator John McCain for comedian Steve Martin, who starred in Cheaper By The Dozen (2003).
|Grace:||You know the best thing to do at a party full of famous people?|
|Will:||Treat them normally and let them enjoy their evening?|
|Grace:||No. Play ass tag. The person who touches the most celebrity ass without them knowing wins.|
|Rosario:||I'm sorry lady, I sent them invitations by mistake.|
|Karen:||Oh yeah? I think the real mistake was when your father spotted your mother across a crowded swamp, dragged her back to his hut and made you.|
|Rosario:||I never should have shown you our home movies.|
What happened, honey? Did he make fun of your forehead? Or your beady eyes? Your gay mouth? What was it? — Karen
|Karen:||That's what you were doing on your hands and knees in front of the mantle. I thought you met someone and were doing the gay presenting of the butt ritual.|
|Will:||Karen, that only happens in your disgusting imagination... and Tuesday nights at Baboon bar.|
|Grace:||That man just got nominated for a Golden Globe and then he grabbed one of mine. What do you think of that?|
|Will:||I think "globe" is a little generous.|
|Will:||All these years we've been talking Karen out on her birthday because we felt bad she didn't have a party.|
|Grace:||And all along she was having this huge thing behind our backs.|
|Jack:||I know. I hate when people have huge things behind my back... Usually.|
|Grace:||You know what I hear when you talk? "Blah blah blah blah blah."|
|Jack:||You know what I see when you talk? William Hurt in a wig!|
I'm a proud woman, Jackie. Sometimes it's hard for me to talk about my feelings. Plus I'm high most of the time, so there's that. — Karen