Grace, Replaced is the 18th episode of the first season of Will and Grace.


When Grace's job forces her to work overtime, Will feels utterly neglected. He seeks solace in the company of a new neighbor, Val, a recent divorcee who matches Grace quirk for quirk. At first, Grace seems oblivious to their camaraderie until Karen warns her of impending danger. Meanwhile, Jack is annoyed that he has to perform community service for slapping a meter maid, but he's even more horrified at the uniform he has to wear.





  • This episode marks Val's first appearance in the show.
  • The episode was originally entitled "Baby It's Cold Inside".

Cultural references

  • After Will commented "The children don't even know what you look like anymore", in reference to Grace working so often, Grace responded with "Tell them I look like a young Rita Hayworth". Hayworth was a well known "pin-up girl" and actress during World War II.
  • When Jack walks into Will's office in an orange jumpsuit after his court date Will comments, "...and they said Tinky Winky was the only gay Teletubby". The Teletubbies was a British children's program.
  • Jack does an impression of Zsa Zsa Gabor.
  • When giving legal advice to Jack, Will refers to him as "Perry Gay-son", referring to the 1950s legal drama Perry Mason.
  • The song "Downtown" by Petula Clark is sung first by Jack and then hummed by Will and Val in the elevator.


And they said Tinky Winky was the only gay Teletubby. Willto Jack

Isn't it amazing, Val? Will is a guy, and yet he can achieve multiple sarcasm. Grace

Grace:I liked your split-pea soup.
Grace:I got a little taste when you shoved my face in the rug.
Grace and Val reconciling

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