Fagmalion Part Two: Attack of the Clones is the 14th episode of the fifth season, and the 112th overall.

The episode is the second part of the Fagmalion story arc where Will and Jack prepare Karen's cousin Barry for his grand debut as a gay man.


No pecs, no sex!

In grooming Barry for the upcoming Human Rights Campaign gala (the "social event of the gay season"), Will takes charge of teaching him gay politics and culture while Jack helps his body get in shape.

Ep 05 14 0

These moves can also be performed on roller skates, okay?

They take him to a bar where Will recounts his first hook up with a guy after coming out to show Barry he knows the feeling of starting out. Jack shatters this memory of Will by admitting to having paid the guy to go out with him.

During an argument where Barry is compared to Will back then, Barry is offended and expresses his disgust at how shallow everything they are teaching him is, and that he came out to fall in love and not engage into all the superficiality.


Recently married Leo and Grace are about to hold their housewarming when he gets called to Africa for Doctors Without Borders. Grace then senselessly badgers him about the household chores at home, refusing to deal with her real feelings about her new husband leaving. To make up for what she has done, Grace boards the plane to Africa and learns only during take off that Leo has deplaned and moved his flight the next day to spend one more day with her.





  • Writer/Producer Gary Janetti played the uncredited part of Zack.
  • Barry mentions being in Will and Jack's production of "My Fairy Lady", after the musical from which his own story of transformation is based on.
  • Writer Tracy Poust's mother Joan Jaffry Poust plays the passenger on the plane next to Grace.
  • The song that Will and Jack try to teach Barry to dance to is Dirrty by Christina Aguilera. Jack spells the title of the song during the gay spelling bee in A-Story, Bee-Story.

Cultural References

  • The subtitle of this episode is a reference to the Star Wars prequel Episode II: Attack of the Clones.
  • Will implies that superhero duo Batman and Robin have had a homoerotic relationship.
  • Will remarks that Barry still has a beard, and not the "taking-your-mother-to-the-Academy Awards kind of beard", alluding to the term used to describe a woman companion to cover up a man's homosexuality.
  • When explaining why Barry's makeover is taking time, Jack says that "homo wasn't built in a day," a play on the saying "Rome wasn't build in a day".
  • Grace and Leo's gesture to one another during the ending is somewhat an allusion to the Christmas story Gift of the Magi.


This is a guy who 24 hours ago thought that Batman and Robin just fought crime together. Willabout Barry

Baryy:This all seems so superficial. Are gay guys only about bodies and faces?
Jack:Absolutely not. They're only about bodies. Faces you can cover up with a cute hat or leather hood.

I can't believe they're having a viral outbreak the same weekend as our housewarming party... Why do these things always happen to me? Grace

Homo wasn't built in a day. Jack

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