‘Will & Grace’: Megan Mullally Auditioned for Grace — How She Became Karen Instead

It’s hard to imagine anyone else starring in the NBC comedy Will & Grace. Debra Messing, Eric McCormack, Sean Hayes and Megan Mullally are indelible. But, like most shows, the casting was in flux before it made it to air in 1998. In fact, Mullally lost the role of Grace, but it turned out she was perfect for Karen all along. 

Director James Burrows was a guest on Rob Lowe’s Literally! podcast on Sept. 14. Discussing his book Directed By James Burrows, Burrows told Lowe some sitcom stories directly. Here’s how the Will & Grace casting shook out. 

Megan Mullally Grace audition let to second change with Karen 

Burrows details the struggle to find Grace below. Mullally was one of the Grace hopefuls. Karen was another tough role to cast, the personal assistant of Grace (Messing). Even though they passed on Mullally as Grace, Will & Grace creators David Kohan and Max Mutchnick thought of her for the role of Karen. 

“She read for Grace and we had a real hard time finding Karen,” Burrows said on Literally!. “The boys remembered her and brought her back in and she killed.”

Debra Messing was the saving Grace 

Burrows recalls that McCormack read first and seemed right. One down, three to go. However, McCormack kept reading with potential Graces who didn’t quite click. So they kept looking until Messing came in.

“When I got on that show, they had Eric and he read with another girl,” Burrows said. “I said to the guys, ‘You got your Will but I don’t think you have Will and Grace because there wasn’t the magic between them.’ And I was there for Sean. I was in fact at my house, we auditioned Debra. We had three people finalists for Grace. When Debra came in and read with Eric, if we had a contract we would’ve put it in front of her.”

Part of it is chemistry, but Burrows could observe evidence that the chemistry was clicking. Messing and McCormack did something that no other actors did together in the auditions.

“When Debra read with Eric, we knew there was magic there,” Burrows said. “They’re finishing each other’s sentences so that’s something, it literally is lightning in a bottle.”

Megan Mullally still took a few episodes to really nail Karen 

Karen became one of Will & Grace’s most memorable characters. With her high pitched voice, flamboyant personality and relishes her wealth. After eight seasons and three more of a revival series, Mullally’s Karen is firmly entrenched in fans’ memories. But, Burrows remembers Mulally’s struggle to find the voice. 

“If you watch the first six episodes, five episodes, she hasn’t got there yet,” Burrows said. “The voice keeps getting higher and higher. Finally she locked in.”