Fagmalion Part Three: Bye Bye Beardy is the 17th episode of the fifth season, and the 115th overall.


Barry returns from fat camp and continues to be made over by Will and Jack, having become more superficial and street-smart about gay culture. Will is ecstatic when he convinces Barry to shave his beard. Grace, noting Will's over-enthusiasm, accuses Will of being attracted to Barry, which he immediately denies.

It's not until Barry's grand unveiling at the Human Rights Campaign Gala, in which he is fully made-over in a tux, when Will realizes he does have feelings for Barry. He subsequently becomes jealous when Barry becomes the belle of the ball, receiving a lot of male attention.

Meanwhile, Karen's rivalry with Beverley Leslie heat up when he returns, taunting her about Stanley's affair with Lorraine. They then both compete to win the romantic dinner for two, which Beverley plans to share with his "business associate", Benji.

Karen wins a romantic dinner for two, and she gives it to Jack. Will is about to confess his feelings to Barry when Jack publicly asks out Barry in front of everyone. Barry happily accepts, leaving Will disheartened.





  • In response to Jack's dramatic entrance, Grace says, "Somewhere, Rip Taylor is saying "Now that's faggy." Rip Taylor would later appear in the seventh season as himself.

Cultural References

  • Will laments that he's created a guy that's too hot for him to date, saying it's the same reason Frankenstein couldn't date his monster.
  • Grace compares Will falling in love with Barry to Henry Higgins and Eliza Dolittle from My Fair Lady.


When Leo got the call from Doctors Without Borders, he didn't wanna go, but I insisted. And if that makes me a hero, so be it. Grace

Hey, the Human Rights Campaign is not some silly dating service. It's an essential advocacy group for gay and lesbian issues. How did that sound? Too smart to land a hot dumb guy? Will

Barry, it's okay you didn't like Broken Hearts Club or Kiss Me, Guido. Let me tell you a little secret, that we try to keep within the community. Gay movies suck. But, until the laws change, we're still obligated to go see 'em. Will

Barry:I look awful! My hair is never gonna look good. It's stringy and ugly, and I'm fat!
Jack:Yikes, that was a little much.
Will:What a drama queen.
Will:Our little boy's growing up.
Jack:I'm so proud.
at the hair salon
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