Oprah Beyonce Dakota
Credit: Charles Rex Arbogast/AP Images

After 25 seasons, Oprah Winfrey taped the third- and second-to-last episodes of her iconic talk show in Chicago's United Center Tuesday night, with 20,000 guests watching — including EW. The episodes, entitled "Surprise Oprah! A Farewell Spectacular," will air May 23 and 24, but why wait? We live-blogged the entire epic event, including surprise guests — Michael Jordan! Aretha Franklin! Maria Shriver! — and guest performances from Beyoncé, Rascal Flatts, Stevie Wonder and Alicia Keys. Check out our full tick-tock of all the highlights below, and then come back tomorrow morning for our recap of the blessed event. (All times are Central Daylight.)

Credit: Lewis Jacobs/NBC

4:45 p.m. Outside Chicago's United Center, where the Bulls were booted from the schedule to make way for Oprah, there are lines, lines, lines. Everywhere the eye can see, there are women huddled up with their girl friends sheilding each other from the cold Chicago wind. Dana Miller is standing alone outside the front entrance with a sign around her neck: "I just need one ticket." Surprisingly, there aren't any others like her standing around, thought one man walks by and offers $1,000 for a ticket. Miller tells me she's not willing to spend too much. "I've got two kids at home!" she scoffs. She thinks she'll get in, though. It's a large stadium. The room for error is pretty large, she says.

6:35 p.m. Show is getting started and the last time I heard this many females cheering was at a New Kids show in the late '80s.

6:42 p.m. Peter Walsh and Dr. Laura Berman (the sex doctor) are here. So is now-former Mayor Richard M. Daley with his wife. I think a proposal is about to happen. The show is "all about love," the producer is saying.

6:44 p.m. Yup, a marriage proposal right in the center of the stage. (She says yes!) The producer keeps reiterating that this is just a giant love fest. It's a love letter to Oprah and The Oprah Winfrey Show. Also, Jessica Seinfeld is here.

6:50 p.m. Bob Green and Oprah's first cohost and first producers are here. Wanda Sykes is being called up to the stage. So are Dave Chapelle, Charles Barkley, and Emmitt Smith. Only Emmitt seems to have made it up to the stage. Carlos Boozer, and Tyler Perry, too. But "just wait," we're told. "There's so much magic about to unfold. Hold on to each other… take it all in… give love and receive love."

6:55 p.m. They're are Kleenex boxes (Kleenex is a sponsor) under the chairs. Two men from the audience are on stage doing impressions of Oprah introducing celebrities. The crowd loves them. Love fest all around.

6:59 p.m. The "audience team" is being introduced and thanked. They're women in black pants and and shirts with sparkles. The audience team are audience motivators whose choice method of motivation is dancing.

7:02 p.m. Three more minutes. People are being asked, "Are you gonna cry?" Now, Gayle King and her daughter Kirby are said to be here. The announcer (sorry, I could not hear her name!) tells Gayle she looks gorgeous.

We're told that we've never nor will we ever experience a show like tonight.

7:05 p.m. Supposedly the Harpo people started "transforming" the United Center just after midnight on Monday. For all the talk about setting this place up, it's pretty stark. There's a big stage with a catwalk and several screens. And around the perimeter of the stadium are photos of some major moments from the show. But even those are partially obscured by the lighting rigs. In all, it's a bit underwhelming.

7:09 p.m. The lights just dimmed and the same guys who did the Oprah impressions are dancing on stage with the "audience team." It seems as if random audience members with floor seats are being asked to come up and dance. The floor is definitely where it's at, because mostly everyone else is still seated.

7:13 p.m. People on the floor are doing the electric slide in the aisles and the producer says, "Do the electric slide because it feels good!"

7:19 p.m. Show is starting. The deep movie narrator voice announces: "The greatest grandest most spectacular surprise ever with the help of some of the biggest stars on the planet."

7:20 p.m. Oprah has just stepped on the stage and the crowd on their feet. The energy is palpable. What was underwhelming before has completely transformed.

7:22 p.m. Tom Hanks is onstage with Oprah. He's saying, "You are surrounded by nothing but love."

7:26 p.m. A live band is on stage, and I have a feeling the Black Eyed Peas are about to come out. The vocals sounded live as "I've Got a Feeling" played.

Now the entire stadium is completely silent as a tribute reel plays. Fans on the video are telling Oprah what the show has done for them. A man says she helped shape him as a man. A woman who'd been in her "darkest days" after her mother and best friend were killed in a car accident by a drunk driver said Oprah taught her how to forgive — and how to figure out her bra size.

7:28 p.m. Tom Hanks: "Again, this night is all about love." I can't help but wonder if people are expecting a spiritual experience by being here.

7:29 p.m. Tom Cruise just entered the stage to the music from Mission: Impossible. Get it? Because pulling off this surprise was an impossible mission. Hey ho!

7:32 p.m. America's Got Talent runner-up Jackie Evancho is performing in ruby red slippers. Josh Groban immediately follows her with a rendition of "Somewhere Over the Rainbow." Patti LaBelle has just joined him.

7:35 p.m. Oprah is sitting on a white couch with Jackie and Tom Cruise, singing along to LaBelle, and it seems as if the tears are already flowing. She seems genuinely surprised and delighted by all this tribute.

Still no Black Eyed Peas, but I've still got a feeling.

7:39 p.m. Tom Hanks seems to be the master of ceremonies. He's pointing out audience members and how long they've been watching the show. He's just introduced Madonna, "A hardworking mother of four whose flown in from New York City just to be here."

7:41 p.m. Madonna looks stunning. Perhaps the best I've seen her look in years. She tells Oprah that she's the only person on her "alive" list of people who she looks up to because Oprah is self-made and is "still kicking ass…. She has balls and a wealth of compassion."

7:43 p.m. Now Madonna is talking about how Oprah staying the course with her academy in South Africa is motivating Madonna with her own academy in Malawi. "I vow to be more courageous and never give up…. Thank you for inspiring me."

7:47 p.m. Audience member were given white cards to hold up, and now a movie is being projected onto them. Women and girls (and a few men) from around the world — Egypt, China, etc. — are seen holding Os in their countries, telling their stories about how watching Oprah changed their lives. A woman from Afghanistan says she became a talk show host herself. Three of the women have come out onto the stage.

7:53 p.m. Everyone in the audience was given LED finger lights and are now being asked to put them on, but not turn them on while a clips from the show still play. About 50 people didn't get the message. The stage is being set up with what looks to be a children's choir. The clips are funny and the audience is laughing, more politely than anything else.

7:56 p.m. Dakota Fanning is with the young people on stage. She says, "We're Oprah show babies." They're not a choir, but young girls telling Oprah what they've learned, that "we are enough… our lives have value." It's hard not to get a little choked up as a girl no more than six says that Oprah has taught her she can be anything she wants, even president of the United States.

Credit: Lewis Jacobs/NBC

7:57 p.m. Beyoncé is in the house!

8:00 p.m. Beyoncé's performing "Run the World (Girls)" and every single person in the stadium is dancing with the lights they were given. Forget the enormous love letter to Oprah; it's a big old femme-y dance party. Boys, watch out.

8:10 p.m. More Beyoncé: "Oprah Winfrey, because of you, women have graduated to a new level of understanding… of who we can be." We're doing another taping of the "Run the World (Girls)" segment.

8:17 p.m. The audience was really into the Beyoncé performance. It was the most excited they got since the beginning of the show. We're only an hour in (and this thing is supposed to go to 10:30 p.m. at least), so I'm starting to wonder if there's a saturation point. There are only so many ways you can say, "Oprah, you changed my life," right?

8:20 p.m. Oprah's favorite things have all been distributed to the audience and the show's producers have asked everyone to have them ready. (Oprah's off stage for this instruction.) Apparently there's yet another way you can say "thank you" to Oprah. They didn't really explain how this was going to work during the show prep, except that when cued, everyone is supposed to pull out their "favorite thing" and hold it up in the air.

8:23 p.m. Tom Hanks is back up: "Whatever Beyoncé was signing people up for, I'm signing up!" Oprah: "Those were good quadriceps."

8:26 p.m. Everyone is holding up a book, to thank Oprah for what she's done for literacy. Now we're watching a clip talking about how thanks to Hurricane Katrina, the books in a New Orleans library had to be thrown away. A tornado destroyed it a second time. The library needs books.

8:28 p.m. John Legend is now speaking live from New Orleans at the library. The books in the audience will be donated. Also, Target, in honor of Oprah, helped to stock the library. We've apparently moved from the girl power half of the show to the education and literacy segment.

8:29 p.m. Legend just announced that 25 new school libraries will be built around the country by Target in honor of O.

8:30 p.m. Diane Sawyer has just walked out. The audience is decidedly more restrained for this star.

8:33 p.m. Sawyer's talking about Oprah's trees. Several screens set up in the middle of the of the stadium to make a 3-D tree. Sawyer talks about how a tree grows and says, "That is like life, that is like you. That is The Oprah Winfrey Show." So maybe the new Terrence Malick film is about Oprah!

8:34 p.m. 25,000 trees will be planted in honor of the 25 seasons of Oprah.

8:35 p.m. There's a definite lull in the programming now. The audience is pretty quiet and the aisles have become busy with ladies taking bathroom breaks.

8:37 p.m. Another clip reel, this one of hidden camera gags with Jamie Kennedy. People are watching and laughing, but there's a low murmur as people talk among themselves.

8:43 p.m. Halle Berry, Queen Latifah, and Katie Holmes are on the stage now. "We're more alike than different," says Berry, who adds that Oprah has taught us that "all pain is the same." Not entirely sure what that means, but more people inspired by O are being introduced and thanked for philanthropy and charity.

8:46 p.m. More clips as a band sets up on stage. Maya Angelou, who was rumored before the show to be at the United Center too, shows up in the clips, and the audience applauds.

8:55 p.m. At almost two hours into this episode, the taping has really lost some momentum. There are a lot of set changes, and clip reels needed to fill in the time.

8:59 p.m. Tom Cruise and Katie Holmes are introducing the next act: And it's Rascal Flatts, performing "I Won't Let Go" as the audience waves their finger lights like lighters at a real rock concert and sings along. Maybe it's just personal taste, but the vibe is a bit cheesy. And the energy (both behind the band and in the audience) is too low for such soaring ballads.

9:04 p.m. Oprah: "I feel the love." All the celebs who've been on stage so far are standing behind Oprah. O's saying thanks to everyone and says again, "I feel the love."

9:05 p.m. And that ends the first show as Rascal Flats continues to play. Tom Hanks is swaying awkwardly on stage. It's cute, really.

9:08 p.m. Show producers are telling us, "This is not an intermission" and congratulating a section of the audience in which no one has gotten up. "Serious bladder control."

"Stand by for a big part two. A big part two. You don't want to miss this."

9:10 p.m. This makes me think about that 30 Rock episode where Liz Lemon says how Oprah has inspired her to drink plenty of water and take lots of walks.

9:12 p.m. There are a lot of empty seats now. Perhaps Oprah has inspired them to drink plenty of water and take walks.

9:21 p.m. The audience seems revived. They're cheering for their seating sections according to their number. Section 314 is winning.

9:25 p.m. The producer is saying, "I feel like I know everyone here. I mean, I don't know you know you, but I know you because you've been a part of our show…. You look so lovely in this lighting." Hmm… she's keeping the love alive, I guess?

9:27 p.m. Oprah and Tom Hanks are back on stage. The audience doesn't seem as excited this time around as they get to their feet.

Oh wait! Will Smith and Jada Pinkett Smith are here.

9:28 p.m. Jada: "Hope your shoes are comfy, because this show is going to have you on your feet." She earnestly tells Oprah, "I know you don't have any children of your own, but you have mothered millions. That puts you in the status of a goddess."

9:29 p.m. We're in the house that (Michael) Jordan built, and he's here!

9:30 p.m. Wow. These women are screaming for Michael Jordan. This is the most applause anyone's received so far.

9:33 p.m. Oprah seems really excited to see MJ. "You ever need me, just call," he tells her. "If you need a job, I've got one for you." Smith: "See, men also love The Oprah Winfrey Show." Smith is interviewing a Chicago police officer who "feels" the Oprah show.

9:34 p.m. Jamie Foxx is now telling Oprah how much he loves her. Weird, but the women screamed less for him than they did for MJ.

9:35 p.m. Jamie Foxx is singing "Isn't She Lovely" to Oprah now and Oprah's choked up.

9:37 p.m. Stevie Wonder just arrived playing a piano that rose up on stage. The energy is back in the room and every single person is standing and clapping along as Stevie closed out "Isn't She Lovely?"

9:38 p.m. Wonder: "It may not be appropriate. But I've got to do it." He says he's written a song to his mother that he never finished, but over the last few days felt like he needed to sing the song to Oprah. She seems genuinely choked up and touched. No tears, though.

9:45 p.m. Will Smith has taken over Tom Hanks' role for this show and is emceeing, and he just introduced Jerry Seinfeld. "What is this all about?" says Seinfeld. "Oprah, you've caught on by now, right? We're going to figure out just how much one person can take."

9:47 p.m. Seinfeld: Watching Oprah is the greatest gift a husband-in-training can get. The crowd seems to be enjoying the stand up act. Lots of jokes about marriage.

9:55 p.m. Another clip reel, this one with Chris Rock. I guess we're in the comedy segment?

9:58 p.m. Will Smith: "Oprah said if this didn't work out for her, she would have become a 4th grade teacher. You did become a teacher, with the whole world as your classroom."

And now a teacher is explaining how she uses an Oprah DVD set to teach her students. "I've seen the masks come off students in the classroom and become their real selves," she says.

10:00 p.m. Please welcome Simon Cowell! He's introducing another musical act who get points for "originality and effort."

10:02 p.m. It's Rosie O'Donnell doing an original, silly jazz number. "You saved us from depression when you gave us Dr. Phil" — who's here! It's a comedy bit, and she's introducing people who Oprah made famous, like Nate Berkus (a "cutie patootie"), and Dr. Oz.

10:08 p.m. Jada Pinket Smith and Queen Latifah: "Thanks to Oprah, we've got better bras and jeans that make our butts look good."

10:11 p.m. Maria Shriver (!!!) and Gayle King, two of Oprah's best girlfriends, have joined O on stage. King keeps talking about how cool the Michael Jordan thing was. The audience agrees.

10:12 p.m. Oprah's dabbing the sweat off of Gayle's forehead. Jokes about about hot flashes follow. Shriver: "You've given me love, wisdom, and the truth." The audience cheers loudly at this. Oprah is holding Shriver's hand (not King's). Shriver is poised, but Oprah definitely seems to be giving her a little more love than she's giving Gayle. The fact that Shriver is there the day of the announcement that her husband fathered a child with a member of their household staff — now that is the real power of Oprah.

10:13 p.m. Shriver just introduced Tyler Perry, and then left the stage. Perry totally senses that this audience is tuckering out. He's telling everyone to "show the love."

10:18 p.m. Young black men are thanking O for the Oprah Winfrey scholarship on a clip reel. O is really crying now and the audience is giving her a standing ovation. The scholarship recipients have pledged $300,000 of their own money.

10:20 p.m. Kristin Chenoweth is performing for O as the scholarship recipients walk onto the stage. The audience is standing up for them.

10:32 p.m. We're back into another break as the crew sets up a piano on stage. The audience is getting restless again. During each break, the general crowd noise seems to get a little louder.

10:34 p.m. I think Maya Angelou is on stage now, seated at a stool. Her laugh just gave her away.

10:36 p.m. Pinkett Smith, about Angelou: "Oprah calls her mentor mother, sister friend." She's about to perform a poem written for tonight. Alicia Keys is accompanying her on piano.

10:40 p.m. Angelou's piece is about Oprah's life. She doesn't seem terribly prepared, and is lacking her characteristic eloquence, but the poetry is still sweet. Still, the audience is captivated. Keys is playing "Superwoman" softly underneath. "Unplanned and unrehearsed, this big eyed black girl from Mississippi, showed the world how to look at itself…. Call me Oprah, I can, I will, and I shall…"

10:48 p.m. Yet another lull after a pretty special performance. This second taping is really lacking the punch of the opening of the first taping. Lots of clip reels between each set. I can't help but wonder if the producers ran out of time planning this one or if they just used up all their juice for the opening.

10:50 p.m. Stedman just walked on stage. This is the first time Oprah has shown true surprise! Stedman: Oprah changes people's lives, but she also takes her lunch to work everyday. She says it's to save money.

10:52 p.m. Oprah's crying again.

10:53 p.m. Stedman calls Oprah "sweetheart," and the audience gives a big "awwww."

10:54 p.m. He just introduced Aretha Franklin! I think everyone is pretty surprised by this, including Oprah.

10:58 p.m. Franklin is singing a super slowed down version of "Amazing Grace."

11:00 p.m. Things are picking up now and the audience is back on their feet. Aretha's talking, but it's hard to hear what she's saying over the music and audience clapping.

11:05 p.m. Oprah: "Enough! Aretha and Michael Jordan in the same night!" Will Smith and Tom Hanks are vamping on stage with Oprah. Someone asks, "What was your favorite moment?" Hanks says Stedman, which gets big audience approval.

11:06 p.m. The show is wrapping up. The last surprise is a performance by Usher. Guess I was wrong about the Black Eyed Peas!

11:12 p.m. The show is closing with "Oh Happy Day," with the last lyric sung as "Oh Oprah's Day." Confetti is flying everywhere.

11:15 p.m. So we were promised a surprise spectacular. Did these penultimate tapings of the Oprah show deliver? I'm not certain. It was a lot fun, for sure, and the beginning of the first taping was pretty spectacular. We got two Beyoncé performances, after all. It really delivered on star power. But aside from maybe Michael Jordan, Maria Shriver, and Aretha Franklin, I think a lot most of the celebrities who made an appearance were more-or-less expected. Still, it was a fitting farewell to the city of Chicago, and people seem really satisfied as they're leaving. The show was rife with gratitude to Oprah for her philanthropy and had far less performances than I'd expected. But over 25 years, the show has been about others. This one was about her.

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