Watch an exclusive clip and see some of Messing's personal photos from the NBC comedy where she, Sean Hayes, and Megan Mullally all portray Lucille Ball's Lucy Ricardo.
Will & Grace
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Ever wonder who in your group of friends is the Carrie, Miranda, Samantha, and Charlotte? Ross, Rachel, Monica, Chandler, Joey, and Phoebe? Will, Grace, Jack, and Karen?

Those last four are asking that exact question on this week's episode of NBC's Will & Grace, but with the characters of I Love Lucy in mind. It's the brilliant set-up for the show, which has its series finale in three weeks, to honor that classic comedy. But they do so in a very unexpected way. Yes, the show's resident red-head Debra Messing portrays Lucille Ball's iconic Lucy Ricardo, but so do Sean Hayes and Megan Mullally. In a series of vignettes, the three take turns slipping into her teal coat and curly red wig, but they also trade off playing Ricardo neighbors Fred and Ethel Mertz.

The one constant is Eric McCormack, who plays Ricky Ricardo. As seen in EW's exclusive clip above, Ricky confronts Lucy, who he thinks is spending too much money at the beauty parlor. So Lucy commits to getting a job, and what follows are recreations of three different I Love Lucy episode scenes — "Vitameatavegamin" (Messing), "Grape-Stomping" (Mullally) and "Chocolate Factory" (Hayes).

Will & Grace
Credit: Dave Bjerke/NBC

Messing shared with EW some of her personal photos from the filming, which you can see below. She also takes EW through her transformation, explains the origins of the episode and why they didn't do it sooner, and what it was like not just sharing a scene with Ball and Arnaz's daughter Lucie, but also what happened behind the scenes when Arnaz first saw Messing in full hair and makeup as Lucy. (We're not crying, you're crying.)

ENTERTAINMENT WEEKLY: Is this an episode you guys tried to do during the first run of Will & Grace or was this a brand new idea?

DEBRA MESSING: I believe, you know, 20 years ago when we were talking about things we wanted to do for fun on the show besides the live episodes, we talked about a live musical episode, and then someone also brought up I Love Lucy, and it was made very clear immediately that that would never be an option.

Oh. Why so?

Because of the rights. Lucie Arnaz and her brother (Desi Arnaz Jr.) have rights to everything, obviously, and they have never in their lives given anybody the permission to replicate any of the iconic scenes that are so, so precious to so many people. So we were just beside ourselves when we heard that Lucie Arnaz had given us permission, and was actually going to participate as well, which was obviously the icing on the cake. I think I actually started to tear up when we got the news because I just, I couldn't believe it. It really, it meant so much to me personally, it was an incredibly emotional experience, and it just felt like the ultimate gift for our last season.

Through the years, lots of folks have even drawn comparisons between you and Lucille Ball, not just your physical appearance but also in the physicality of your comedy. Is that why you're saying it meant so much to you, because she's an influence in your life and career?

Yes, yes! I grew up in East Greenwich, R.I., which I refer to, at least when I was growing up, as the rural suburbs. I lived on four acres of land and we played Gilligan's Island outside around a swamp. That was what we did for fun. And we would go next door and watch the horses being born. So it was an incredibly small-town experience, and the TV was my life, being able to sort of escape into other worlds. And it was I Love Lucy that just literally lit me up. Obviously I have many other people who have inspired me over the years — Carol Burnett, there's just a long list — but Lucille Ball is far and away the one for me that I just have this emotional attachment to.

Will & Grace
Credit: Courtesy of Debra Messing

Do you know how many different iterations of this particular episode the producers and writers went through before settling on this specific idea or was this it from the outset, that you, Sean, and Megan would all be playing Lucy?

No, that was a complete surprise to all of us. And I have to admit that when we were told — because we were told about it before we actually read it — I was completely confused. I was like, “I don't know if… I don't understand what you're saying. What are you saying? That’s crazy! I'm playing…what?”

I will also be Fred? What?

Yes. “I’m going to be Fred?” Yeah, the whole thing seems kind of kooky and I was just like, “Well, why are we being fancy about it? Why don't we just do it straight through and just call it the 'special I Love Lucy episode?'" And they determined that they wanted to find a way to sow it into the lives of Will and Grace, so that's what they came up with.

Seeing Sean as Lucy is just…

Yeah. It's kind of what you always wanted to see and you didn't realize it until you saw it.

Didn't know you needed that in your life but here it is. There was a joke that Will makes to Grace about dressing up as Lucy for six Halloweens, or something like that. Is that a joke rooted in real life in any way?

No, I have never dressed up as Lucille Ball my whole life. I believe it's because she is so precious to me that I never wanted to go near it, even just for fun for Halloween. Over the last 20 years I have gotten so many letters and emails from people saying, “When are you going to do the Lucy story? You have to do it?” And I remember someone did reach out, years ago, to see if I would consider it. And I remember saying, right away, “no.” I would never do it.

Let’s get into the hair and makeup process of it all. What was it like watching this transformation happen?

Oh, it was so exciting! It kind of felt like Christmas morning, where you have this very, very complicated package and you keep ripping the paper off and then you have to get the scissors and then you have to open it up and then you have to open up something else and then finally you get to it. And you're like, Oh, my God! And it was kind of like that. It took three-and-a-half hours to make the transformation. I never knew that the eyebrows would be such a big deal, but we had to test it and [makeup artist Elaine Offers] used Elmer’s Glue to glue down my eyebrows. It’s a famous trick from drag queens — you put three layers on. And the first time Elaine tried it, she wasn't happy with it. I thought it was amazing. But the second time we did hair and makeup, we were actually filming and she made it work and she made it happen. And then the other thing was the shape of her lips. The shape of her lips was really, really important. They kept holding up a picture of her next to my face and just making the bow of my lip wider, and then higher, and then thicker. And as it went along, all of a sudden, we all looked in the mirror and we saw Lucy coming to life. Slowly. It was like watching a magic act. And then once the wig went on, then we all just screamed. We screamed. I remember [co-creator] Max [Mutchnick] coming down and seeing me and he screamed, and then he ran upstairs and was like, “You guys have to come down! You have to see her!” So I think it was really a gift to all of us.

Will & Grace
Credit: Courtesy of Debra Messing

So then, you’re in costume, ready to go, and you have the daunting task — how would you describe it? —of your portion being "Vitameatavegamin." It's, of course, one of the most iconic scenes, if not the most iconic, in TV history. Pressure? Nervous? Excitement? How do you describe it?

Complete terror at first because I only had a week to prepare.

Whoa! And those scenes aren’t just little nods to the original. They’re basically a shot-for-shot recreation.

That was the thing, is that every department was committed to replicating it as well as we could. In fact, the bottle that I'm holding in that scene is the actual bottle that Lucy used.

Get out.

Absolutely. Yeah, the same bottle. So I had [the original] scene, and I would watch it over and over and over and over again and listen to it like music. When I was at the set and I couldn't look at a screen, I would just listen to the musicality, the intonation, the pauses. Max said, “Look, we're gonna do this as many times as we need to to get it right. And we can break it up into sections.” And I was like, “Absolutely not. Nope. Nope. We are going straight through the seven minutes. And I'm doing it from beginning to end because there's no way that I will be able to pick up in the middle.” And it ended up that I think they used my first take.

Wow. And it's also lifts of the eyebrow, the curl of the lip, the crossing of the eyes. If that’s the first take in the episode, you nailed it.

Thank you so much. I think we only did two. [Laughs]

So the Chocolate Factory scene — first of all, did you get to pick the chocolates you were eating?

No, that was the same company!

What? They still exist?


The attention to detail in this is blowing me away.

It blew us away. I mean, people were crying from just seeing it come to life. The costumes. The living room set — that was the furniture from the show! And then they replicated the dimensions on the stage in proportion to the space we had. It was really incredible to see every department — the prop department, God bless them, to see them step up in such a masterful way — I feel like every department deserves an Emmy for that episode.

Will & Grace
Credit: Courtesy of Debra Messing

You mentioned Lucie Arnaz being part of the episode — she’s the supervisor in the Chocolate Factory, giving out those orders. I can’t imagine how special that was for her to not just be there but be in the episode.

I just kept getting very weepy leading up to it because I thought it was just such a beautiful thing. And when I was just finished with my hair and makeup, she came to hair and makeup for us to meet in person, and it would be right before I was going to go out to do a scene. She walked in and she looked at me and she just stood there with this big smile on her face and did not say a word for, it felt like forever. And she hugged me and I hugged her, and she pulled away and she said, “It feels so good to hug you. It's been a long time.” And everyone in the room started to cry. She said, “This is unbelievable. I know that this has been a lifelong dream of yours. And I'm so glad that we were able to make this happen.” And she said, “And you look absolutely incredible.” And then I had to go shoot a scene and as I walked away she said, “Break a leg, mom.” And everyone broke down for crying. It was… [sighs]

Will & Grace's "We Love Lucy" episode airs tonight at 9 p.m. on NBC.

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