TV & Movies

Yes, Will & Grace's Funniest Guest Star Was Actually Britney Spears

“I’m the freakin’ dream!”

Britney Spears played Amber-Louise in an episode of Will & Grace.
NBC/NBCUniversal/Getty Images

In a 2006 episode of Will & Grace, a woman hijacks Jack’s talk show in a red dress and polka-dot bandana, uttering some of the show’s zaniest lines — and no, it isn’t Karen Walker.

In the Season 8 episode “Buy, Buy Baby,” Britney Spears guest-stars, and with only about five minutes of screen time, she quickly becomes one of the sitcom’s funniest characters.

The Grammy nominee plays Amber-Louise, a co-host on Jack Talk who slowly takes over Jack’s show after its network, OutTV, is bought out by right-wing conservatives who love her Republican patriotic talking points (e.g., “If you question our president, then you’re a dirty traitor”). Jack is naturally furious that his gay talk show is turning into the right-wing fodder, but Amber-Louise encourages him to compromise. After all, she’s also hiding a huge part of herself: Her real name is Peg, and she’s a “hardcore lesbian.”

“I’m into leather play, butch Black girls, skunkin’, pullin’ the blinds, and poodle-balling,” she says in a strong Southern accent. “Whatever you got, I’ll eat it, snort it, or ride it, baby.”

Keeping her secret hidden is paying off tremendously. “Look at me, I clear $165 a week. I moved out of my storage unit. I’m on TV!” she says. “I’m the freakin’ dream!”

Britney Spears as Amber-Louise on Will & Grace.NBC/NBCUniversal/Getty Images

And to be fair, Spears is a total dream in this episode. Her comedic timing is impeccable, she embodies a character so unlike herself with ease, and she delivers out-there lines as if it were an everyday occurrence.

Spears’ most well-known acting role is in the 2002 coming-of-age film Crossroads, understandably — but it’s a shame fans forget about her Will & Grace appearance. Near the episode’s end, Jack reaches his final straw and refuses to make his talk show less gay. “No man should ever be forced to drink out of Salma Hayek,” he says on-air before storming off. Without missing a beat, Amber-Louise reaches for the Salma Hayek cup. “I’ll take her,” she says.

According to, the episode was almost even more controversial. Spears’ character was supposed to lead an Easter cooking segment called “Cruci-fixin’s.” The American Family Association immediately criticized this, saying it “mock[ed] the crucifixion of Christ” and would “further denigrate Christianity.” NBC then issued a statement stating that the storyline was never included. “The reference to ‘Cruci-fixins’ will not be in the show and the storyline will not contain a Christian characterization at all,” the network said.

Potential controversies aside, Spears joined a prestigious list of Will & Grace guest stars that’s long enough to form its own hall of fame, including Madonna, Cher, Elton John, Glenn Close, Matt Damon, Janet Jackson, Jennifer Lopez, Sharon Stone, Kevin Bacon, Ellen DeGeneres, Demi Moore, and Demi Lovato.

Yet even among all that star power, Spears’ cameo stands out. Here’s to hoping she returns to acting in the future.