Will Works Out is the 19th episode of the first season.

Jack overhears Will describe him as a fag. Karen and Grace spend a girls night for the first time.


A fag than afraid

Jack has been kicked out of his gym so Grace offers him Will's buddy pass, much to Will's annoyance. While working out, Will is clearly irritated that Jack is treating his gym like his old one, trying to scout for guys and trying to flirt with one of Will's clients.

The next time Will is working out with Grace, he shares that Jack gets on his nerves because "sometimes he's just such a... fag", unbeknownst to them that Jack is also in the gym and is hearing the conversation. Days later, Will bumps into Jack at the gym, but is confused when he notices Jack is acting butch. When Will asks him about it, Jack reveals what he heard and lectures Will about being proud of himself, saying "I'd rather be a fag than afraid."

Later, Will has finally come to terms with what Jack said and decides to introduce his client to Jack as an act of apology. Jack appreciates the gesture and asks for a full-time membership to the gym.

Girls night

Things are getting tense between Karen and her husband Stanley so Grace suggests she spends time with girl friends to unwind. After an awkward moment realizing Grace may be the only girl friend Karen has, the two decided to have a girls night at Grace's apartment.

With the help of tequila, the two friends quickly become more acquainted that they end up in each other's clothes and sharing the times they lost their virginity.




  • Ben Reed (Richard Keller)
  • Vanessa Giorgio (Woman)


  • The episode Alley Cats was originally scheduled to be shown, but was swapped at the last minute with this episode.
  • In this episode, Will implies that he came out in 1982. Jack also mentions that he first had a gay experience "at sleep-away camp" in 1978. However, it is shown in the flashback in the episode Lows in the Mid-Eighties that Will actually came out in 1985 during his freshman year in college.
  • At the start of their girls night, Grace mentions that she has a copy of the 1998 film Hope Floats which stars Harry Connick, Jr. Connick eventually appears as Grace's future husband Leo.

Cultural references

  • Will and Grace are "shocked" to see an episode of Intimate Portrait featuring former teen actress Molly Ringwald.
  • At the gym, Will refers to Jack as "swish-burger", a play on Swiss burger and the term "swish", a slang for an effeminate man.
  • As Jack demurely tries to wipe his mat, Will compares him to The Mikado, the opera set in Japan noted for its intricate costume design.
  • When Will first hears of the jock block, he claims he does not speak "pidgin homo"
  • While making a point to Will, Jack mentions the sayings "a rolling stone gathers no moss" and "you can lead a horse to water but you can't make him drink", but replaced "stone" and "horse" with "fag".
  • In affirming his pride in who he is, Jack says, "I am what I am" and Will rhetorically asks if that makes him the gay Popeye. This is a reference to Popeye's catchphrase (and song) "I yam what I yam, and that's all what I yam".
  • When Grace points out that Will might be projecting his insecurities on Jack, he calls her "Princess of Tides" after the 1991 film The Prince of Tides about a psychiatrist. Interestingly, the film stars Blythe Danner who eventually appears as Will's mother Marilyn.
  • While trying to explain how they switched clothes, Karen says "bibbity-bobbity-boob", a reference to Cinderella's fairy godmother who says something similar thing when she magically fixes Cinderella's dress.
  • Jack exclaims "sufferin' sappho" after finding Karen and Grace on the couch. The phrase is most associated with the Wonder Woman comics.


Jack:I got busted at the gym.
Will:For what? Feeling something other than the burn?

I have to work out. I come from a very fat family. We store more fat than otters. Jack

Let's work out during the day, buddy. Unemployed guys are so much hotter. Jack

Will:This is not like your old gym. Look around. Nary a nipple ring in sight. No men in Flashdance collars. And behold: women!
Jack:There were women at my old gym.
Will:Not on their birth certificate.

Somebody's sports bra's a little snug. Jack

Jack:Shielding a desirable carcass from a much hotter vulture.
Will:See, this is what happens when you watch Wild Kingdom and gay porn with picture in picture.
discussing the jock block

It can't be National Butch Day, 'cause the banks are still open. Will

I'd rather be a fag than afraid. Jack

Sometimes the things we don't like in others are the things we really don't like in ourselves. Grace

Karen:My mother told me never to show up empty-handed, but I didn't have time to shop, so... Here's a dozen shares of G.E.
Grace:Great. I'll go put them in water.
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