Cheaters is the 16th & 17th episode of the third season, and the 62nd & 63rd overall. The syndicated version of this episode is split into two parts, with extended scenes in the latter half.


Will is planning a dinner with his father who is visiting for a few days on business. However, during game night, George is strangely aloof, and leaves under mysterious circumstances.

While on a date with Ian, Grace sees George getting cozy with another woman, Tina. When George is flustered at getting caught, she realizes that he is having an affair. Scandalized, she confides in Karen, asking for her advice, saying "someone who is very close to a friend of mine [is] having an affair". Karen assumes she is referring to Stanley, and she angrily vows to confront him.

Despite Karen's misguided advice, Grace tells Will anyway. He shrugs it off, telling her Tina is just a colleague. He then says there are "certain things [they] don't talk about", leaving Grace dumbfounded at his blatantly ignoring the truth.

Meanwhile, Karen spies on Stan from her limo with Jack, and when he orders a salad from a restaurant chain it further cements the idea that he's being unfaithful. She decides to find a new husband, perusing a magazine for potential suitors. However, her jealousy overcomes her, and she realizes she still loves Stan.

When George shows up with Tina to make a pit stop, Will invites them to stay for dinner. Grace finds the dinner tedious due to everyone keeping tight-lipped about the obvious affair, even having an emotional breakdown. While Tina is out in the hallway consoling Grace, Karen shows up and demands that Grace tell her who the mistress is. Grace, believing she is referring to George, points to Tina. Karen, territorial of Stan, tries to start a fight with Tina, before Grace sets the record straight.

Will finally confronts his father about the affair. To his surprise, George expresses disappointment in Will for not bringing up the affair, telling Will, "You're the brave one. Look at your life! You came out. You told the truth. I rely on you to say what's what!"

Will relents and lets out his feelings about the affair, saying that he's hurt and angry, and that Marilyn needs to know. He thanks Grace for "sticking her nose in".





  • The full version of this episode has a 40-minute run time. Repeat airings split this episode into two 30-minute episodes, with expanded scenes in the second part.
  • In part two of the episode, Karen mentions that her full name is Karen Delaney-St. Croix-Popeil-Walker.
  • Will's break-up with Matthew in Brothers, a Love Story is referenced.
  • First appearance of Tina. Although Sydney Pollack and Lesley Ann Warren continue to appear in the series as George and Tina respectively, this is the only episode in which they both appear together.
  • Karen mistakes Tina for Stanley's mistress and tells her to stay away. Ironically, in eighth season episode The Mourning Son, Karen willingly arranges for Tina to become Stanley's new mistress.
  • Will mentions that he came out to his mother during Christmas. He actually came out during Thanksgiving as shown in the episode Lows in the Mid-Eighties. Grace also makes the same mistake in the episode William, Tell.

Cultural References

  • Grace and Ian go to see Seussical, a musical based on the stories of Dr. Seuss. Later in the episode, Karen tells Rosario to read "Green Eggs and I'm Hammered" to her kids, joking about Green Eggs and Ham, another Dr. Seuss story.
  • "Whoomp! There it is" to the song Whoomp! (There It Is) (1993).
  • Chicken Lady Marmalade.
  • Some Like It Hot.
  • Jewish Jane Goodall, and you're "goyim in the mist!"
  • The Twilight Zone.


Grace:You know, a baboon has a more subtle mating ritual than you do.
Jack:Yeah, well, baboons can afford to be subtle. They got those bright red behinds to work with.
Karen:Excuse me, you wouldn't happen to have a breath mint, would you?
Woman:Actually, I do. It's in my purse.
Karen:Well, pop it! It's not doing you any good in there!
Woman:How offensive!
Karen:Honey, it's your breath, not mine.

Hey, Rosie, how ya doing? Quit blabbering. It's only an expression. Go what myself? Well, if I could do that, I wouldn't need Mr. Walker, now would I? Karenon the phone

Grace:Married men having affairs. Is there anything worse?
Ian:Ooh, I should go.
Grace:So, you're just gonna deny the truth to avoid suffering? That is so... not Jewish.
Will:That's right. Consider this one of the gentiles' three gifts to the world. One, we make a great martini; two, we keep retail stores alive; and three, we don't talk about things that we don't want to know about.
Grace:So, you admit there's a problem.
Will:No, I don't. See how that works?

Karen Delaney-St. Croix-Popeil-Walker-Hellman. It's got a ring to it. Karenchoosing a new husband

Wait. Stan was having an affair with Will's dad? It's two men, yet I'm strangely unaroused. Jack

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