Love it or hate it, "Will & Grace" has had many famous guest-stars appear on the show. Here's a list of said big-name stars, including those who became famous after appearing on the show. Please tell me if I've missed any.

Famous Guest Stars

Alan Arkin (Martin Adler) - Grace's father, who is always making fun of her.
Episodes: "It's a Dad, Dad, Dad, Dad World"

Rosanna Arquette (Julie) - A neighbour of Leo and Grace's, she gives Grace a massage that she finds a little too personal.
Episodes: "Fagmalion Part One: Gay It Forward", "Women and Children First"

Jack Black (Dr. Isaac Hershberg) - Karen's slightly kooky doctor.
Episodes: "Nice In White Satin"

Kevin Bacon (Himself) - The target of Jack's stalking, he mistakenly thinks Will is his stalker, but seems quite keen on the idea.
Episodes: "Bacon And Eggs"

Alec Baldwin (Malcolm) - A man who hires Will for a suspicious job.
Episodes: "Friends with Benefits", "Kiss and Tell"

Orson Bean (Joseph Dudley) - Joseph is Will and Grace's favorite college professor and, like Will, has a heterosexual best friend, Sharon. Their relationship eerily mirror Will and Grace's (or how it might be in twenty years).
Episodes: "There But for the Grace of Grace"

Candice Bergen (Herself) - Karen's arch-enemy-slash-best-friend, whom engaged in a prank war with Karen.
Episodes: "Strangers With Candice"

Sandra Bernhard (Herself) - Will and Grace bonded with Sandra when she thought they wanted to buy her apartment. She turned sour when she found out they only pretended to be interested in buying it so that they could see her apartment and meet her.
Episodes: "Swimming Pools... Movie Stars", "Someone Old, Someplace New"

Jason Biggs (Baby Glenn) - Jack begins dating Baby Glenn when they meet at a celebrity auction. Though Baby Glenn is only famous for getting trapped in a hole for three days in the 80s, he raises over a thousand dollars at the auction.
Episodes: "The Hole Truth"

Eileen Brennan (Zandra Zoggin) - Jack's former acting coach inspired Jack to start his own acting class.
Episodes: "Prison Blues", "Went to a Garden Potty", "The Needle and the Omelet's Done"

Beau Bridges (Daniel McFarland) - Jack's stepfather who never treated Jack well as a child, but hopes to make it up to him.
Episodes: "Moveable Feast"

Ed Burns (Nick) - Ed is a greeting card writer and Grace's first major relationship after Leo.
Episodes: "Dance Cards and Greeting Cards", "The Birds and the Bees", "The Fabulous Baker Boy"

Richard Chamberlain (Clyde) - Will invites Clyde to join in on game night. Will secretly worries that he will one day be a lonely old gay man like Clyde. Further investigation into Clyde's past reveals that he is straight and his wife, a traveling doctor, cheated on him; thus, he is more like Grace than Will.
Episodes: "Steams Like Old Times"

Cher (Herself/"God") - Cher confronted Jack about his obsession with her (and her doll), but he didn't believe she was for real until she slapped him. She later appeared to him in a "vision" as God.
Episodes: "Gypsies, Tramps and Weed", "A.I.: Artificial Insemination"

John Cleese (Lyle Finster) - The father of Lorraine Finster, the woman who stole Stan from Karen. Karen planned sleep with Lyle solely to get even with his daughter, but in the end, both fell in love. They married in Las Vegas, but due to Lyle's outrageous demands of Karen, she demanded a divorce twenty minutes later.
Episodes: "Heart Like a Wheelchair", "The Accidental Tsuris", "Flip-Flop: Part One", "Flip-Flop: Part Two", "I Do. Oh, No, You Di-in't"

Glenn Close (Fannie Lieber) - Famous celebrity photographer Fannie Lieber implants the idea that Will and Grace should have a baby together during a photo shoot for the two of them.
Episodes: "Hocus Focus"

Joan Collins (Helena Barnes) - Grace's interior design idol/competition.
Episodes: "My Best Friend's Tush"

Harry Connick Jr. (Dr. Marvin "Leo" Markus) - Grace's doctor husband who ended up cheating on her when he was in Cambodia. They tried to get over it, but ended up divorcing in season 7.
Episodes: "...And the Horse He Rode In On", "Bacon and Eggs", "The Kid Stays Out of the Picture", "It's The Gay Pumpkin, Charlie Brown", "The Needle and the Omelet's Done", "Marry Me a Little", "Marry Me a Little More", "All About Christmas Eve", "Fagmalion Part Two: Attack of the Clones", "Leo Unwrapped", 23, 24, "Dames at Sea", "Last Ex to Brooklyn", "Home Court Disadvantage", "A-Story, Bee-Story", "I Do. Oh, No, You Di-in't", "FYI: I Hurt, Too", "Love is in the Airplane"

Katie Couric (Herself) - One of the hosts of the "Today" show, Leo and Grace meet her in the park filming a sweeps stunt where a bunch of couples get married. She asks them if they'd like to join in, and they do. She later informs them that, due to a problem with the minister, their marriage is not official.
Episodes: "Marry Me a Little"

Macaulay Culkin (Jason Towne) - A young divorce lawyer, Karen hired him to win her case against Stan.
Episodes: "May Divorce Be With You"

Tim Curry - (Marion Finster) - Lyle's brother who was an attendee at Karen & Lyle's wedding.
Episodes: "I Do. Oh, No, You Di-in't"

Matt Damon (Owen) - A straight man pretending to be gay to get a part in the Gay Men's Choir, Owen got the part despite Jack's attempts to "in" him.
Episodes: "A Chorus Lie"

Blythe Danner (Marilyn Truman) - Will's mother, who is having an affair with her yoga instructor Tim.
Episodes: "Moveable Feast", "Cheatin' Trouble Blues", "Home Court Disadvantage", "Me and Mr. Jones", "Heart Like a Wheelchair", "I Never Cheered for my Father", "Christmas Break", "Blanket Apology", "The Mourning Son"

Geena Davis (Janet Adler) - Grace's older sister, a bit of a wild-child moocher.
Episodes: "The Accidental Tsuris"

Kristin Davis (Nadine) - The "Grace" to Vince's "Will", she harbours a deep crush on Vince.
Episodes: "Will & Grace & Vince & Nadine"

Ellen DeGeneres (Sister Louise) - Will sold Grace's uncle's car to her for $400. She then refused to sell it back to Grace unless they drove her to deliver her cheesecakes and then drove her to the zoo.
Episodes: "My Uncle The Car"

Patrick Dempsey (Matthew Moshea) - Will's sort-of boyfriend for a few episodes, Will left him when Matthew wouldn't come out to his boss.
Episodes: "Love Plus One", "Crazy In Love", "Brothers, A Love Story"

Taye Diggs (James) - Will meets James, a handsome gay man, after going to the wrong theatre. The two hit it off, but Will is too scared to ask James for his phone number. Later, the two run into each other again in Los Angeles and have a lovely time together, until James reveals that he is Canadian and his visa expires in four days. Grace purposes that she and James get married, thus getting him a green card. Will is delighted, until he learns (after the wedding) that James is a real jerk. Grace annuls the marriage and James is sent back to Canada.
Episodes: "Von Trapped"

Jamie-Lynn DiScala (Ro D'Angelo) - Vince's little sister, she is outted as a lesbian by Will at the family Thanksgiving dinner.
Episodes: "Queens for a Day"

Michael Douglas (Detective Gavin Hatch) - Detective Hatch is a gay man who has trouble being honest with men he finds interesting. He tries to woo Will under the guise of getting him to help in an undercover operation. Hatch also has a phobia of food in teeth, which Jack enjoys exploiting.
Episodes: "Fagel Attraction"

Minnie Driver (Lorraine Finster) - Lorraine was Stan's new girlfriend, but he died and Karen started dating and eventually married Lorraine's father, Lyle.
Episodes: "Homojo", "23", "24", "The Accidental Tsuris", "Flip-Flop: Part One", "Flip-Flop: Part Two"

John Edward (Himself) - Karen tries to get psychic John Edward to contact Stan for her while at a book signing. He refuses.
Episodes: "East Side Story"

Edie Falco (Deirdre) - One of two "flipping dykes" whom compete with Will and Grace for Grace's aunt Honey's property. Deirdre later tries unsuccessfully to get Grace to join her.
Episodes: "East Side Story"

Dan Futterman (Barry) - Karen's geeky recently-out cousin, Will and Jack helped him get into shape and improve his image. They both then develope crushes on him, but Barry chooses Will. When Will wants to make their relationship more serious, Barry breaks it off, as he wants to play the field.
Episodes: "Fagmalion Part One: Gay It Forward", "Fagmalion Part Two: Attack of the Clones", "Fagmalion Part Three: Bye Bye Beardy", "Fagmalion Part Four: The Guy Who Loved Me"

Dave Foley (Stuart Lamarack) - A wealthy client of Will's who fell hard for Jack. The two started dating, but eventually Jack cheated on Stuart and he dumped Jack.
Episodes: "Ice Cream Balls", "Looking for Mr. Good Enough", "Flip-Flop: Part One", "Flip-Flop: Part Two", "Courting Disaster"

Rudy Galindo (Himself) - The first in a long line of guest stars appearing as themselves. He went out for coffee with Jack.
Episodes:"Will On Ice"

Victor Garber (Peter Bovington) - Peter is a former actor whose successful commercial catchphrase ("It's Sinfully Delicious") caused him to be type cast for the rest of his career. Jack hires him to be the new spokesperson for Out TV.
Episodes: "Saving Grace, Again (Part 2)"

Andy Garcia (Milo) - The owner of an Italian restaurant which Karen frequents, they go out on a date, but he doesn't call her. He tells Grace that he thinks Karen is too old for him.
Episodes:"Field of Queens"

Sara Gilbert (Cheryl aka Copacafana82) - A dedicated fan of Barry Manilow, she meets Will in line for tickets and knows him from online chats.
Episodes: "Fanilow"

Jeff Goldblum (Scott Woolley) - A former enemy's of Karen's from high school, who tries to destroy her than falls for her. She lets him down gentley.
Episodes: "Board Games", "Bully Woolley", "Dance Cards and Greeting Cards"

Seth Green (Randall) - A spoiled child star whom Jack for his latest show for OutTV.
Episodes: "Friends with Benefits"

Woody Harrelson (Nathan) - Grace's boyfriend for the final episodes of season 3 and the first part of season 4. He ended up dumping Grace.
Episodes: "The Young and the Tactless", "Last of the Really Odd Lovers", "Sons and Lovers", "The Third Wheel Gets the Grace", "Past and Presents", "Loose Lips Sink Relationships", "Rules of Engagement"

Neil Patrick Harris (Bill) - Bill is a gay man who ran a "gay to straight" group called Welcome Back Home. Jack made it his mission to out Bill.
Episodes: "Girls, Interrupted"

Deborah Harry (Herself) - An old friend of Karen's, they grew apart when Debbie ran out of weed.
Episodes: "24"

Gregory Hines (Ben Doucette) - Will's boss, he dated Grace for a while.
Episodes: "Terms of Employment", "Tea and a Total Lack of Sympathy", "Advise and Resent", "There But for the Grace of Grace", "Ben? Her?", "Husbands and Trophy Wives", "Grace 0, Jack 2000"

Janet Jackson (Herself) - Jack auditioned to become her backup dancer, but didn't get the job.
Episodes: "Back Up, Dancer"

Elton John (Himself) - Despite his disbelief in it, Will finds out that there is a Gay Mafia and that Elton John is the don.
Episodes: "The Honeymoon's Over"

James Earl Jones (Himself) - James and Jack acted in an off-Broadway play together, where the director praised Jack and scolded James. James admitted to Karen that he can't act and decided to get Jack's help in acting.
Episodes: "Me and Mr. Jones"

Piper Laurie (Sharon Timmers) - Sharon is the heterosexual best friend of Will and Grace's favorite college professor, Dudley. Their relationship eerily mirror Will and Grace's (or how it might be in twenty years).
Episodes: "There But for the Grace of Grace"

Michele Lee (Lucille) - One of two lesbians at the Shelter Island Country Club. They pretend to be sisters because of the club's anti-gay stance.
Episodes: "Dance Cards and Greeting Cards"

Hal Linden (Alan Mills) - Will's "sugar daddy".
Episodes: "A Gay/December Romance"

Jennifer Lopez (Herself) - A longtime friend of Rosario's, Jennifer sang at Karen's wedding and took Jack on as a backup dancer on her tour. She later fired him, but got him a job with Janet Jackson.
Episodes: "I Do. Oh, No, You Di-in't", "FYI: I Hurt, Too"

Traci Lords (Rose) - Will & Jack sign Rose's petition to save two gay penguins from being separated at the zoo.
Episodes: "Birds of a Feather Boa"

Josh Lucas (Himself) - Josh Lucas comforts Jack after discovering that his voice was dubbed with a more macho sounding one on his new show "The Badge".
Episodes: "Whatever Happened to Baby Gin?"

Patti LuPone (Herself) - Jack tries to get a lock of the Tony award-winning actress' hair.
Episodes: "Bully Woolley"

Natasha Lyonne (Gillian) - An intern at Grace Adler Designs, she originally emulated Grace, but switched over to Karen.
Episodes: "Girl Trouble"

Madonna (Liz) - Karen moved in with Liz to experience real life, but the two got in a fight over a man. Karen then found out she owned Liz's apartment building and kicked Liz out.
Episodes: "Dolls and Dolls"

Lee Majors (Burt Wolfe) - Grace's father's neighbour, who takes a liking to Karen.
Episodes: "It's a Dad, Dad, Dad, Dad World"

Camryn Manheim (Psychic Sue) - Will's birthday present from Grace was a free visit to Sue, who informed him that he would spend the rest of his life with a man named Jack.
Episodes: "Gypsies, Tramps, And Weed"

Barry Manilow (Himself) - Will's favourite singer, whom he gets to meet and sing with after promising to go out with Barry's road manager, Rudy.
Episodes: "Fanilow"

Dylan McDermott (Tom) - Will meets Tom in the park while they're wheeling around their wheelchair-bound mothers. Tom's devotion to his mother proved a little creepy.
Episodes: "Heart Like a Wheelchair"

Demi Moore (Sissy) - Jack's old babysitter takes him on a client again, but Jack finds that he can't afford to keep her.
Episodes: "Women and Children First"

Bebe Neuwirth (Herself) - Jack and Karen met one of their favourite stars at the coffee shop and treated her like Lilith, her character from the TV shows "Cheers" and "Frasier".
Episodes: "No Sex 'n' the City"

Rosie O'Donnell (Bonnie) - Elliot's mother, who is a lesbian, though Elliot doesn't know it.
Episodes: "Dyeing Is Easy, Comedy Is Hard"

Sharon Osbourne (Nonny) - A bartender at the bar Will and Vince goes to who helps Will sort out his feelings for Vince.
Episodes: "No Sex 'n' the City"

Luke Perry (Aaron) - Aaron is a hot gay bird-watching nerd.
Episodes: "The Birds and the Bees"

Bernadette Peters (Ginny) - Karen's sister, who was injured as a child during a game of Twister.
Episodes: "Whatever Happened to Baby Gin?"

Jeremy Piven (Nicholas) - Grace's ex-boyfriend who convinced her to participate in a three-way with him and his girlfriend.
Episodes: "Love Plus One"

Suzanne Pleshette (Lois Whitley) - Karen's estranged con-artist mother, who tries to get her daughter to participate in one last con. She later had Grace design her apartment, then sold it for more than she paid and ended up moving to Tokyo.
Episodes: "Someone Old, Someplace New", "Something Borrowed, Someone's Due", "Looking For Mr. Good Enough"

Sydney Pollack (George Truman) - Will's father. He cheated on his wife with Tina, a collegue. He and Marilyn reunited only to cheat on each other. Later, Marilyn and Tina decided to share him, until Marilyn and George divorced in 2002. George was always acceptive of Will's homosexuality, but during a particularly heated arguement, he confessed that he wished Will wasn't gay. Will stormed out, and two days later, George had a heart attack and died.
Episodes: "Oh Dad, Poor Dad, He's Kept Me In The Closet and I'm So Sad", "Cheaters", "Cheatin' Trouble Blues", "Blanket Apology"

Parker Posey (Dorleen) - Jack's former boss at Barney's. She was fired when it was revealed that she was a cokehead.
Episodes: "Loose Lips Sink Relationships", "Jingle Balls"

Tom Poston (Norman) - Stan's old business partner at Seņor Mattress; he stayed with the business while Stan went on to bigger things.
Episodes: "Went to a Garden Potty"

Debbie Reynolds (Bobbi Adler) - Grace's mother, Bobbi is married to Martin Adler, and they have three daughters, Janet, Grace and Joyce.
Episodes: "The Unsinkable Mommy Adler", "Whose Mom Is It, Anyway?", "Lows in the Mid-Eighties", "Moveable Feast", "Marry Me a Little", "Marry Me a Little More", "Fanilow", "It's A Dad, Dad World"

Andy Richter (Dale) - Grace is set up on a blind date with Dale by Karen, but the two don't hit it off right away. Grace's "singing" eventually ruins what could've been a good relationship.
Episodes: "The Old Man and the Sea"

Chita Rivera (Lenore) - One of two lesbians at the Shelter Island Country Club. They pretend to be sisters because of the club's anti-gay stance.
Episodes: "Dance Cards and Greeting Cards"

Al Roker (Himself) - The weatherman on the "Today" show interviews Jack about the non-kiss on "Along Came You".
Episodes: "Acting Out"

Chloe Sevigny (Monet) - One of two "flipping dykes" whom compete with Will and Grace for Grace's aunt Honey's property. Deirdre later tries unsuccessfully to get Will into bed.
Episodes: "East Side Story"

Molly Shannon (Val Bassett) - Will and Grace's wacky neighbour. "Wacky" as in "insane".
Episodes: "Grace, Replaced", "Girls, Interrupted", "Last of the Really Odd Lovers", "Fagel Attraction", "One Gay at a Time"

Mira Sorvino (Diane) - A woman who has a sexual past with both Leo and Will, she revealed that she is still in love with Will, despite his being gay.
Episodes: "Last Ex to Brooklyn"

Britney Spears (Amber-Louise/Peg) - After OutTV is bought out by a large corporation, Jack's talk show, "JackTalk", is given a makeover and Jack gets a co-host in the form of Amber-Louise. She seems to be a hard-core conservative and Jack is encouraged to follow her lead. But when he refuses, Amber-Louise warns him that he needs to make compromises in order to make it big. She reveals that her name is in fact Peg, and she's a hard-core lesbian. Jack is shocked, and considers taking her advice, but at the last minute, takes a stand on his show against the changes that have been made. He is promptly fired and Amber-Louise gets his job.
Episodes: "Buy Buy Baby"

Sharon Stone (Dr. Georgia Kellar) - Will and Grace's unorthodox therapist, who throws them into competition over whom will appear in a book she is writing.
Episodes: "The Blonde Leading The Blind"

Wanda Sykes (Cricket) - Karen hires make-up lady Cricket to be a surrogate mother for her and Stan. Cricket eventually quits, as she isn't sure Karen and Stan could keep a baby alive.
Episodes: "Buy Buy Baby"

George Takei (Himself) - The gay "Star Trek" actor is a guest on "JackTalk", but because of the recent changes made by the station bosses, he is not allowed to acknowledge his homosexuality and is actually referred to as a "ladies man".
Episodes: "Buy Buy Baby"

Rip Taylor (Himself) - Was going to be the OutTV spokesperson until Jack brings in Peter Bovington.
Episodes: "Saving Grace, Again (Part 2)"

Rip Torn (Lionel Banks) - Lionel tried to woo Karen while Stan was in prison.
Episodes: "A.I.: Artificial Insemination", "...And the Horse He Rode In On", "Bacon and Eggs"

Lily Tomlin (Margot) - The new senior partner at Will's law firm, she promotes Will to partner.
Episodes: "Partners", "Forbidden Fruit"

Stuart Townsend (Edward aka "Pastry Chef") - Karen's pastry chef, whom Will convinces her to fire. Will later falls for and sleeps with Edward, as do Karen and Rosario. Edward considers himself "pansexual" and tries to convince Will to have a threeway with him and Karen; Will ends up firing him.
Episodes: "The Fabulous Baker Boy"

Lesley Ann Warren (Tina) - Will's father's mistress.
Episodes: "Cheaters", "Whoa, Nelly", "I Never Cheered for my Father"

Steven Weber (Sam Truman #2) - The second actor to play Will's older brother (John Slattery played him in "Big Brother Is Coming" Part 1 and Part 2), he is the father of Will's gay nephew and adopted niece, and newly divorced. He tries to continue the relationship he and Grace had the last time they met, but Grace figures out that Sam is just afraid to be alone. The two agree to wait a year before trying anything.
Episodes: "A Little Christmas Queer"

Gene Wilder (Mr. Stein) - The other half of Doucette and Stein, Mr. Stein was recently released from a mental institution and came to rely on Will to keep up appearances. He later has a fling with Karen.
Episodes: "Boardroom and a Parked Place", "Sex, Losers and Videotape"

Famous After

Miguel Ferrer (Nathan Berry) - PR man Natan Berry hired Grace to decorate his house, as long as she got him a date with Will.
Episodes: "Saving Grace"

Adam Goldberg (Kevin Wolchek) - A former bully of Will's who gets a job as a lawyer at Doucette and Stein and resumes tormenting Will.
Episodes: "Past and Presents"

Lainie Kazan (Aunt Honey) - Grace's Aunt Honey is Bobbi Adler's sister, who lives in Brooklyn and is married to Sid.
Episodes: "Moveable Feast"

Clinton Leupp (Lawrence) - Jack's drag queen friend.
Episodes: "Moveable Feast"

Peter Paige (Roger O'Neill) - The INS agent who investigates Jack & Rosario's marriage, and whom has an unfortunate knowledge of Jack's past.
Episodes: "Whose Mom Is It, Anyway?"

Brandon Routh (Sebastian) - After Will breaks if off with his "sugar daddy" Alan, he feels bad and goes to apologize. Instead, he finds that Alan has found a new boy toy in Sebastian, who is "curvy where it counts."
Episodes: "A Gay/December Romance"

Sara Rue (Joyce Adler) - Grace's younger sister.
Episodes: "Moveable Feast"

Daryl Sabara (Broccoli Boy) - During the production of "Stone Soup" that Will and Grace directed, Will bonded with Broccoli Boy over their shared opinion that girls are "yucky".
Episodes: "Sweet (And Sour) Charity"

Nicolette Sheridan (Dr. Danielle Morty) - Leo's colleague, Dani had a major crush on Leo.
Episodes: "24"

Steve Valentine (Kai) - A rock 'n' roll photographer, Kai and his wife Naomi take Will and Grace to hip concerts and clubs until the two get sick of the lifestyle.
Episodes: "I Never Promised You An Olive Garden"

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