During a segment comparing President Clinton's vacation to Dave's, a stockbroker comes in for a hug.

Dave points out that the show has undergone budget cuts, which might explain the tiny cue cards Tony's holding. Later, Beau Bridges promotes his new series, ""Maximum Bob.""

Dave makes a lenghty rant about ""The Late Shift"" after an audience member asks him for an autograph; Martin Short sings the Top Ten List; Terry Bradshaw makes his predictions for the football season.

Alan Kalter comments on home run record that is being chased by Mark McGwire; Dave announces that CBS ""just don't care 'bout"" the new fall lineup; Ray Romano talks about his family.

During CBS Mailbag, Dave and the band play ""Let's Screw with Paul Shaffer's Mind.""

Junior Brown sits in with the band, while Biff reports from Busch Stadium in St. Louis.

Biff makes another report from Busch Stadium, while Dave flirts with Andie MacDowell.

Dave goes on a tirade about the CBS watermark on the lower right hand side of the screen. Later, Dave chats with the guy who caught Mark McGwire's 62nd Home Run ball.

Dave stuggles to grow a beard; Charles Grodin promotes his talk show; Dave chats with the former Washington Senators pitcher who gave up Babe Ruth's 59th home run in 1927 (in his MLB debut, no less).

During CBS Mailbag, Paul, Tony, Biff and Sid announce that they're going to tour the country as a CSNY-type guitar band.

Dave congratulates the staff on the big Emmy win the previous night, then grills Rob Burnett for not kissing his wife just before he accepted the award.

Dave shows a (bogus) Mastercard ad starring Ken Starr; Biff goes to Chicago for another Home Run Report; Jackie Chan does an great Elvis impression.

Biff brings in scissors for a tie trim; Calvert impersonates Hank Williams, Jr.; Bill Cosby plays sax under the alias ""Philly Billy Be Bop.""

Dave apologizes for his affair with Angela Lansbury, while Biff apologizes for his affair with Dave's wife. Shortly afterwards, Dorothy calls and insults Dave.

Dave makes another rant pertaining to the CBS Watermark; kid Geography whiz Jonathan Estrada helps out during CBS Mailbag; Brian Benben promotes his new, self-titled (and quickly cancelled) sitcom.

Dave talks about a Steak House Onion Machine, while Michael J. Fox promotes his sitcom ""Spin City.""

Dave shows a (bogus) ad for ESPN2's ""Xtreme Presidental Perjury,"" while J.Lo promotes ""Antz.""

A gag promo for the TV series ""Biffy, The Umpire Layer"" is declared the worst joke ever seen on the show; an ""Audience Vote"" determines Rip Taylor as tonight's guest instead of an absentee Cindy Crawford; Kevin James does some stand-up to promote ""The King of Queens.""

Dave makes fun of Inky's summer camp outfit. Later, Howard Stern plays with his gut and strips to his underwear in order to show off his legs.

A fawn walks onstage during CBS Mailbag; comedian Jon Stewart promotes ""The Daily Show.""

Musical guests Elvis Costello and Burt Bacharach perform ""I Just Don't Know What To Do With Myself."" Also, ""newly elected chancellor of Germany Gerhardt Schroeder"" sits in with the band ""all night long"" on alto sax.

Dave lets Inky go on a ""gum break;"" George Clarke is introduced as operator of the Late Show hedge fund; Biff demands more scandals involving President Clinton; Chris Tucker promotes Rush Hour.

Warren fills in for Paul (out for Yom Kippur); Kelsey Grammer brings out his dog during his interview.

Dennis, a baseball-bunting pig, waits throughout the show to shag some balls on 53rd Street. He ends up getting bumped after the ""Hedwig"" performance goes on too long.

During CBS Mailbag, Alan promotes ""Alan Kalter's Music To Make Love By,"" which includes two TV theme songs and a doorbell. Later, Steve Martin's lengthy absence from appearing on the show is explained in a little film called ""Dave and Steve's Gay Vacation.""

Dave experiments with how he can give the finger without being censored; Kelly Preston promotes ""Holy Man.""

Tony Mendez does a ""card trick""; Tito Puente contributes drumrolls to the Top Ten list; Dave shows a (bogus) new, improved $20 bill.

A new segment called ""This Day in Late Show History"" reveals that October 7 was a Saturday in 1994. Biff corrects Dave, telling him it was a Friday. Later, Jeff Goldblum promotes ""Holy Man.""

Dave takes a look at Tony's hands, which have marker ink all over them. Later, George Miller comments on the Clinton/Lewinsky scandal.

During CBS Mailbag, Tony bares his ass again, and The Foul-Mouthed Scenic Designer (Kathleen Ankers) lives up to her title.

The calvacade of mediocre crops continues as ""Joe Whitworth"" from Oregon walks onstage with a ""gigantic"" pumpkin; Biff presents a World Series Report despite a sore throat; Roberto Benigni plugs ""Life is Beautiful""; Mark McGwire does a little hitting practice on 53rd Street with Dave Dorsett's son Chris.

It's Dave's 3000th show in late night, so he celebrates by bringing Charles Grodin onstage to break the monotony of chatting with Paul. Later, Dave introduces some State Fair winners, including a 530-pound pumpkin and a middle-aged champion hog caller.

Dave and George Clarke go to Yankee Stadium, where the building engineer hits a home run.

Biff participates in more interviews in part two of his World Series report, while Danny Glover plugs ""Lethal Weapon 4.""

Tony's eye itches, and Dave gives him a hard time for potentially screwing up the cue cards; during CBS Mailbag, Dave interrogates TV star ""Calista Flockhart"" (Gerard), who magically transforms into the dancing baby from her hit show ""Ally McBeal""; Dave welcomes World Series hero David Wells.

Four shirtless guys (spelling ""YANKS"") bring out the Top Ten; Danny DeVito tries to sing.

Dave cons a Joe G's customer into appearing in a bogus campaign ad; Eddie Izzard does stand-up.

Biff shows outtakes from last week's World Series reports, while director Todd Solondz promotes ""Happiness.""

Dave makes several jokes at the expense of septuagenarian spaceman John Glenn; Holly Hunter plugs Living Out Loud.

Dave announces the names of staff members who will run in the New York City Marathon; Biff gives out candy to the audience; Dave shows a box of Snoop Doggy Dogg dog biscuits, so David Diaz does an investigation of Dave plagiarizing the daytime talk show ""Donny and Marie.""

New York Marathon winner John Kagwe runs through during the monologue, and is later followed by women's winner Franca Faicconi. Later, Dave spills coffee on his tie and suffers a nervous breakdown, which is followed by a safety message from Paul.

Dave gives bogus election results; the outside cam goes to Joe G's for another round of ""Please Stop Calling Me Debbie""; Dave chats with Ellie Lammer, a 12-year-old who examined parking meters for a school project.

Dave shows a clip of new Minnesota governor Jesse ""The Body"" Ventura in the movie ""The Running Man""; Senator Chuck Schumer presents the Top Ten; basketball star (and future alleged murderer) Jayson Williams lifts weights with one hand.

Tony gets scolded for chewing gum; shortly after appearing on ""Know Your Current Events,"" an audience member starts singing; Dave interviews a Catholic priest that won the Publisher's Clearinghouse sweepstakes.

Dave chats with Evan Metropoulos, the 17-year-old CEO of the Bumble Bee Tuna Corp.

Dave mentions that Meryl Streep, tonight's scheduled guest and star of the movie ""One True Thing,"" had to cancel at the last minute. In place of the Oscar-winner is Retired Col. Gail Halvorsen, who dropped candy on East German children during the airlift in 1949.

Tom Wolfe promotes his first novel in 11 years, ""The Man In Full.""

Dave accuses Tony Mendez of goosing someone with a cue card; Roma Downey and Kenneth Branagh meet for the first time; Pat and Kenny sing the theme song to ""Pat and Kenny Read Oprah Transcripts.""

Jayson Williams of the New Jersey Nets operates one of the cameras; a ""Kid Scientist"" from Naperville, Illinois cracks eggs; Cameron Diaz plugs ""Very Bad Things.""

Dave once again takes away Tony's gum, while Paul tries to flirt with Monica Lewinsky and Linda Tripp.

Drew Barrymore plugs ""Home Fries,"" while Celine Dion and Bryan Adams perform a duet.

Todd Rundgren sits in, while Drew Barrymore walks onstage so that she can show what her new dog looks like.

James Cotton sits in; Dave discusses Dr. Kevorkian and the safest handling of a Thanksgiving turkey; the 5th anniversary special (which aired that night) is spoofed.

As he does almost every Thankgiving, Kreskin plays for pride in a little game called ""White Meat / Dark Meat."" Tonight, he correctly guesses that Dennis Franz (live via telephone) will have white meat for his holiday dinner.

Jayson Williams of the Nets comments on the NBA lockout, then drops phony turkeys out the 4th floor window. Later, Gwyneth Paltrow plugs ‘Shakespeare In Love.""

Dave warns pedestrians (via his PA system) that the turkey is bad; a guy in the balcony talks to Dave about turning flips onstage; Paul correctly guesses that Dorothy baked a rhubarb pie.

Dave fusses over his hair, then messes around with it. Later, Salma Hayek plugs ""Dogma.""

It's ""Stewart Night,"" as all the guests share the same last name despite not being related. French Stewart chats with Dave via telephone, Calvert does his famous Rod Stewart impression, Martha Stewart hangs out in the green room, and Patrick Stewart and Jon Stewart plug their most recent projects. Oh yeah, and Faith Hill (not a Stewart) sings.

Live from Times Square, it's ""Dick Clark's Rockin' December 9 Countdown."" At the stroke of midnight, Greg Kinnear commutes from the theater to give Dick a kiss.

Gerard plays an openly gay man in ""Who Asked For It?""; The Brooklyn Philharmonic plays the ""William Tell Overture.""

Dave compares an electrician that played ""KYCE"" to John Elway. Also, Meg Ryan plugs ""You've Got Mail.""

Tom Brokaw drops by sporting a turtleneck sweater in lieu of his usual two-piece suit, and pretty soon Biff is handing out turtlenecks to the audience. By the end of the show, even Dave is wearing one.

Dave explains the impeachment process; Robin Williams hosts the PBS special ""The Shaffer Campaign: A Look Back,"" which details Paul's futile attempt to run for congress.

In lieu of a giant meatball, a pastrami sandwich is placed on top of the Late Show Christmas Tree; Kreskin guesses if Tom Arnold (via telephone) will correctly spell ""Hanukkah.""

While Paul and the Orchestra perform ""Songs for Pedestrians,"" Dave trims his tie. Also, a ""Welcome Communists"" banner hangs onstage.

Live from sunny Los Angeles, it's ""Dick Clark's Rockin' Countdown to December 18,"" followed by ""Casey Kasem's Countdown to Dick Clark's Rockin' Countdown to December 18."" When it strikes midnight, Casey is nearly drowned in a sea of confetti.

During Mailbag, Alan gives the audience an unusual egg nog recipe, while Dave answers the question, ""Where did Hanukkah come from?"" by stating it that was named after a nice man named Steve Hanukkah.

The latest roll call mentions ""Gus, who guy who owns property onstage"" and ""Tony Randall as Ricky, the stagehand who looks like Regis Philbin.""

Dave refunds $50 to an audience lady with a Late Show sweatshirt; a Joe G's customer appears in the hastily-produced film trailer for the faux movie ""Badge of Honor III""; ten department store Santas present the Top Ten; Jessye Norman featuring Harry Huff sing ""Go Tell It To The Mountain.""

Soon-to-be-traded Yankees pitcher David Wells sits in the audience; the first of tonight's two Top Ten Lists is interrupted by a claymation segment with Dave and Santa; Cissy Houston and Roberta Flack join Darlene Love and Bette Sussman for their annual presentation of ""Christmas (Baby, Please Come Home).""

Dave talks about the recent successes of the New York Jets, so Harold Larkin goes outside to alter the ""Jets Suck"" graffiti on the wall; Biff keeps changing sweatshirts; ten beautiful women present the Top Ten.

Bisbee, North Dakota is investigated in the latest edition of ""Biff Henderson's America.""

Throughout the night, Chicago announcer ""Ray Clay"" fills in for Alan, making inane announcements and usurping the Top Ten from Dave. Also, a Late Show tradition is born when Jay Thomas shows Jets QB Vinny Testaverde how to throw a football at the top of the Christmas tree.

Kamarr the Discount Magician makes one last appearance.

Jon Voight promotes two films, ""Enemy of the State"" and ""Varsity Blues.""

Biff pretends to stand in Times Square again, this time reporting about the weather. Also, Sarah Jessica Parker promotes the second season of ""Sex & The City.""

Biff just can't get enough of the green screen in the hallway; tonight's participant in ""Please Stop Calling Me Monty"" jams with the band; Dave chats with child actor Liam Aiken.

It's time for ""How Many Guys in Mouse Suits Can Fit into a Dunkin' Donuts?"" We never find out the exact number, though they do bring back doughnuts.

Dave announces the new name of the show will be ""David Letterman's Countdown to the Millennium."" Also, the show profiles audience member ""Spencer Alderson"" (Leonard) of Sweden.

""David Letterman's Countdown to the Millennium,"" Day 2: Paul declares that he will mention a millennium-related fun fact every day for the rest of the year. Also, Jon Stewart promotes the recently overhauled talk show ""The Daily Show.""

Sitting in with the CBS Orchestra tonight: the shirtless guy who was the ""T"" in ""Jets"" at last night's game. Also, The Black Crowes performs ""By Your Side.""

During ""Small Town News,"" Dave sports a paper mustache.

Tonight's ""Paul Shaffer Millennium Prediction"": health spas will not charge deposits. Upon hearing this, Dave wishes people would stop using the phrase ""happy camper."" Also, Dave goes a somewhat lengthy discourse about the Late Night show before introducing Conan O'Brien, while the latest episode of ""Next Time Bring Your Sister, You Hump"" goes on location to The Candy Store.

William Baldwin promotes ""Virus,"" while Biff rescues Dave's coffee mug after it falls over.

Mailbag: Tony mentions he's taken up acting, then shows two remarkably similar clips from Patch Adams and Shakespeare In Love. Also, NBA head honcho David Stern presents the Top Ten.

Dave says a focus group doesn't like his ""Countdown to the Millennium"" segment, so Paul gives one last fact: ""Danny Aiello will get another series."" Rather than bow down in defeat, Dave introduces a segment called ""Shark Week,"" which actually started the previous night. The premise is that Dave and Paul try to talk about sharks, but quickly come to realize that they know almost nothing about them, and change the topic.

Dave and Paul discuss William Wood Lee Shaffer's diapers. Later, Paul interrupts the ""Shark Week"" segment with another Millennium prediction: ""The new black… will be black.""

Biff shows up with a tie for a ""Know Your Current Events"" contestant; Bill Murray promotes Rushmore and serenades Dave.

Dave announces he and Paul are trying to establish a video nexus; during Mailibag, Anton falls down an elevator shaft, while Paul and Dave shoot Regis with paintballs; ten firefighters present the Top Ten.

It's the seventeenth anniversary of Dave's debut in late night, and what is he going to do to celebrate the milestone? ""Absolutely nothing."" Also, Tony Randall reports from yesterday's Super Bowl XXXIII, while Dave offers to sing the national anthem at next year's game.

Dave mentions that through the wonders of science, Paul Shaffer had another baby over the weekend, and then introduces Bernard Shaffer in the green room; during ""Who Asked For It?"", an audience member demands to see something related to Groundhog Day, so ""a groundhog"" (Gerard) walks onstage and harasses Dave; Catherine Bell promotes J.A.G.

Dave and Paul spend ten minutes discussing the new and improved ""Late Show"" home site; Dave chats with ""John Elway"" (Gerard) after the star quarterback is last minute no-show; Creed performs a garbled rendition of their hit ""Take Me Higher.""

Dave reads about Bucknell University for a ""KYCE"" participant; Laetitia Casta is interviewed twice.

Nile Rogers fills in for both Felicia and Will Lee, who are both sick; Martha Stewart has some fun with a batch of pinecones.

""Biff Henderson's America"" makes a quick stop in Baker, Nevada. Also, Dave chats with the Reverend and Mrs. John Cobb, who tell their incredible story of how they met after a mailed marriage proposal never came through.

Dave chats with (live via satellite) Al at Prestige Luggage Company in Dallas. Dave is so fascinated by him that the segment runs for almost fifteen minutes, and later Al presents #1 on the Top Ten list.

Dave rants about the internet, while Bob Borden literally searches for a valentine.

Orlando Antigua of the Harlem Globetrotters helps out during ""Know Your Current Events,"" while Sandra Bullock promotes Forces of Nature.

Dave discusses signature sign-offs and announces his new one will be ""Keep a light coat of oil on it""; during Mailbag, Gerard discusses nudity in film and gets distracted by his speech very easily; Richard Simmons flies around a la Cupid before his interview, but storms off after Dave kisses Nadine and the Mailbag Girl.

Tonight marks the debut of ""Alan Kalter's Secret Word."" Tonight's utterance: ""gristle."" Also, racing star Jeff Gordon presents the Top Ten, while Dave gives the blue cards for the ""What They'll Be Doing Next"" segment to Corky Ramirez to send to the comedy museum.

Lou Soloff of Blood, Sweat and Tears sits in with the horn section; Alan's secret word is ""magnesium""; Dave chats with champion figure skater Tara Lipinski.

The secret word is ""mongoose""; ten West Point cadet presents the Top Ten; Julian Lennon performs The Beatles' ""Don't Let Me Down.""

The secret word is ""hydraulic""; Dave gives a photographer in the audience a Polaroid to shoot pictures during the show; Jake Gyllenhaal plugs October Sky.

The secret word is ""buttress""; during Mailbag, Dave and Linda Tripp appear on $25,000 Pyramid; ten hot dog vendors present the Top Ten.

Dave takes five minutes to comment on the sudden death of Gene Siskel, then shows a clip from his last appearance on the show; Alan interrupts to show everybody his gritty new 10-10-346 ad; Dave claims that if you want to hear #1 of the ""Top Ten Mike Tyson Complaints About TV,"" you have to go to his web site.

Alan's secret word is ""bobcat,"" and the jackpot now stands at ""seven hundred damn dollars!"" Also, Kreskin participates in a new game called ""North Dakota/South Dakota,"" where he must correctly guess which state a mystery person is calling from.

The secret word is ""barnacle;"" Dave answers a phone call from Sweden; in a segment about the hype surrounding Star Wars Episode One, George Clarke impersonates Mark Hamill.

The secret word is ""corpuscular."" Meanwhile, Dave chats with Homer Hickam, the NASA shuttle instructor whose life inspired the recent film October Sky.

The secret word is ""combustible,"" and the stakes have been raised to an even thousand; during Mailbag, Harold Larkin starts bleeding from the neck, which happens to be a common side effect of using Head & Shoulders shampoo; Will Ferrell sings about things at random.

The secret word is ""saluki""; live via satellite, the employees of the Unclaimed Baggage Center in Scottsboro, Alabama opens up suitcases; The Roots (featuring Erykah Badu) performs ""You Got Me.""

Dave rants about tonight's Barbara Walters/Monica Lewinsky interview; the secret word is ""luggage,"" with the grand prize reaching $1300; the latest roll call singles out Tom Cruise's manicurist, Tom Cruise's dressmaker, and ""Tom Cruise"" (Calvert) himself; Dave and Paul comment on the death of Dusty Springfield.

The secret word is ""viscous,"" while George Miller rants about the media.

The secret word is ""melancholia,"" while ""Oprah"" (Pat Farmer) flirts with ""John Travolta"" (Kenny Sheehan).

The secret word is ""lederhosen""; the second-ever ""Alan Kalter's Where Are They Now?"" reveals that Alan Hale, Jr. has been dead for several years now; Don King helps Norm MacDonald promote his new show.

The secret word is ""Ionosphere,"" with the prize now standing at ""$1700 damn dollars!"" Meanwhile, Gaines awkwardly interrupts Dave's interview with Elizabeth Hurley to answer a question Dave asked Rob Burnett at the start of the show.

The secret word is ""shipjack""; Dave shows a meat identification kit, complete with photographs of each form of meat; Craig Kilborn promotes his new talk show; Emmylou Harris and a rotund Linda Ronstadt perform Leonard Cohen's ""Sisters of Mercy.""

The secret word is ""bilious,"" which is coincidental because Dave feels under the weather. Also, Elton John and Leann Rimes perform ""Written in the Stars.""

Dave bids farewell to Tom Snyder (his last show aired that night), then says get well to Johnny Carson (who had major surgery). Also, the secret word is ""elliptical.""

Dave hollers about 60 Minutes, then claims that somebody won the Secret Word ""contest"" on Friday; tonight's Secret Word is ""meniscus,"" with the jackpot reduced to a hundred dollars; Blur (featuring the Boys Choir of Harlem) performs ""Coffee & TV.""

The opening sequence is altered; the secret word is ""taconite""; Dave chats with Sister Carol Anne Corley, a nun who's also a master of fly-fishing.

The secret word is ""sociopathic,"" while Steve Martin and Goldie Hawn promote the upcoming remake of The Out-of-Towners.

The secret word is ""nemonurwingy,"" but Dave accuses Alan of making it up (which he did), so he changes it to ""balloon."" Also, after The Corrs perform, Dave decides that ""Corrs"" must be Irish for ""babes.""

Charlie Daniels sits in on fiddle; the secret word is ""mahagony""; comedian/commentator Greg Fitzsimmons remarks on domestic life.

The secret word is ""flange""; Dave holds up a certificate that makes Late Show the ""Official Late Night Talk Show of the Millennium""; Biff annoys Yankees players during his 2nd annual trip to their Spring Training camp in Florida; Lyle Lovett and Willie Nelson, with a little help from Kris Kristofferson, perform a memorable duet.

The secret word is ""millipede""; right after the second-ever edition of ""Know Your Cuts of Meat,"" Dave calls one of the previous owners of his Meat Identification Kit.

Throughout the night, local teens with learner's permits parallel park on 53rd Street. At the end of the show, Dave attempts parallel parking and nearly embarrasses himself.

The secret word is ""ischemia,"" while SNL star Molly Shannon promotes Never Been Kissed.

Paul makes his second ""Countdown to the Millennium"" prediction since the designation: ""Everybody's going to take out a lot of cash. Forget about the cash."" Also, Dave calls Jay Leno ""a hump,"" then ponders what it would be like if Jesus was a guest on the show.

Paul announces celebrities will come by all evening to wish Dave a happy birthday, and for some strange reason Martha Stewart drops by three times; the secret word is ""diplopia""; to settle an argument, Dave shows the audience a map of the Panama Canal.

The secret word is ""hegemony,"" and Dave doubles the current jackpot from $1100 to $2200; Kathie Lee Gifford sings Dave a late happy birthday song, and later he shows a clip of her left buttock mysteriously sagging as she walked offstage; Kevin Spacey enters the stage on an electric scooter.

The secret word is ""quadricentennial,"" and after doubling the stakes on last night's show, Dave ""raises"" them to an even hundred million; on a variation of a recurring bit, Biff goes out in traffic, harassing people with a bullhorn; Dave increases the jackpot again to $150,000,000; Darrell Hammond does his trademark Clinton impression.

Dave mentions the sudden and untimely death of Bill Wendell; the secret word is ""Melon""; with no clip available, Biff and David Spade reenact a scene from his new movie Lost & Found; Tim Couch of the Kentucky Wildcats (and later the Cleveland Browns) and Dave throw a football into a exact same taxi window; Dave mistakenly refers to the show as ""Late Night.""

A technical difficulty turns Dave's face and tie blue during the monologue; the secret word is ""tubular""; during Mailbag, Dave shows us the video guide ""Biff Henderson's How to Become a Chick Magnet.""

Dave discusses the various bars and/or grills that have been next door to the theater, and wishes the best of luck to its current incarnation, The Manhattan Chili Company; the secret word is ""kitty""; Paul gets spun off into his own talk show, during which he has a (bogus) heart-to-heart with Monica Lewinsky; Dave has a sample of the chili.

Dave claims there was a secret word winner last night, then brings out Connecticut housewife ""Marlene DiBenedetto""; the secret word is ""hat,"" with the jackpot going back down to a hundred damn dollars; Dave makes another shout-out to the Manhattan Chili Company.

The secret word is ""boat""; Paul, Felecia, Will, and Sid perform ""Songs for Pedestrians""; Ted Danson lurks in the backdrop during Dave's chat with Mary Steenburgen.

The secret word is ""carrot,"" and Dave introduces another supposed winner (writer and Boston native Jay Johnson); to prove a point, Dave quizzes Paul on a cut of meat; during a new segment called ""Alan's Celebrity Birthday,"" a caption reading ""jackass"" with an arrow pointing at Alan appears on the screen, so Big Red storms off to the control room and punches Jerry.

In honor of tonight's audience, the backdrop is altered to show the skyline of Miami, Florida; Biff visits a retirement community in Coral Gables; ten Florida residents present the Top Ten, with Dave counting down in Spanish; Dave eats suntan lotion.

Dave claims he's filed a $100 million lawsuit against the surgeon general; Dave pays an attractive audience member $200 for saying tonight's secret word (""thimble""); Robbie Williams performs ""Millennium.""

The secret word is ""incinerate""; Paul Fiore tries to parallel-park outside; Dave chats with a twelve-year-old girl who wants to save the dying art of ice cream trucks.

The secret word is ""undershirt""; Dave shows (bogus) footage of Roberto Benigni making an ass of himself at the Country Music Awards; World Bass fishing champ Denny Brauer is bumped up after Jesse Jackson's limo arrives late.

Cold opening: Jesse Jackson makes an insincere apology to Dave for his tardiness in last night's show. Also, ""Marlene DiBenedetto"" (Jude Brennan) wins the secret word again, and the Hi-Ho girls present the $200 check.

In honor of tonight's travel-weary audience (everybody's from Nashville), Biff hangs out at the Grand Ole Opry while Nashville Predators captain Tom Fitzgerald presents the Top Ten.

The secret word is ""ball""; an audience member is stifled by a barbershop quartet in the latest edition of ""Who Asked For It?""; a dog gets injured during ""Stupid Pet Tricks,"" prompting Dave to keep on eye on him in the green room.

Thirteen-year-old blues phenomenon Ben Robinson sits in; the secret word is ""stick""; Bob Borden walks onstage to hype his new catchphrase: ""Next time bring your sister, you hump.""

Dave makes a nonsense rant about Barry Manilow; the secret word is ""winky""; during ""Dave's Record Collection,"" Tony goes berserk over a comment made by Dave, and he gets thrown out by Bill DeLace.

Dave bring out the seven supposed winners of last night's secret word contest (including Mike McIntee and the Stangel brothers); tonight's secret word is ""scooter""; an audience member from Florida plays Paul's piano is lieu of ""Know Your Current Events""; teen actress Leelee Sobieski promotes the CBS miniseries Joan of Arc.

With tonight's audience being from the City of Brotherly Love, Biff heads to Philly to get in training a la Rocky. For his efforts, he is given a medal by Philadelphia Mayor Edward Rendell and Sylvester Stallone's brother Frank.

The secret word is ""molar,"" while Dave measures Julia Roberts' waist.

Dave calls Aloha Meats in Honolulu to see if they answer the phone by saying ""aloha""; the secret word is ""polymer""; Dave and Shecky hang out with a Star Wars fan; Aretha Franklin attempts to sing ""Nessun Dorma.""

The secret word is ""turf""; various members of the staff appear in a series of film promos, including Biff in Eyes Wide Shut; a recently clean-shaven Tom Selleck is treated to a video tribute to his facial hair.

The secret word is ""Alan""; Dave shows a one dollar bill folded so it would be shaped like a ring, courtesy of a ""Know Your Current Events"" participant; Helen Hunt promotes the final episode of Mad About You.

Tonight's audience hails from Boston, Massachusetts. The backdrop, as always, is altered to resemble the Beantown skyline; Dave shows various great moments in Red Sox history, showing Carlton Fisk's 1975 World Series homer three times; Bill DeLace impersonates a hot dog vendor a remote Top Ten; Nomar Garciaparra walks across the stage to a Standing O; Natalie Portman promotes Star Wars Episode I: The Phantom Menace.

Dave goes on a fury as to what constitutes the dinners given as prizes during ""Know Your Current Events""; the secret word is ""announcer""; Dave Dorsett doodles on a camera; Tony ruins the ending of the new ""Star Wars"" prequel in Spanish.

Dave tries calling Hawaii again; the secret word is ""asparagus""; Kate Capshaw tries to call her vacationing husband (Steven Spielberg) in Hawaii but she gets a busy signal; Britney Spears performs ""…Baby One More Time.""

Anton is again introduced as Buddy Rich, Jr.; Paul pays $102,000,000 for a ticket to see the new ""Star Wars"" prequel; Dave shows Sarah Jessica Parker a recent clip of Matthew Broderick chatting on the show with his fly open.

Jay Johnson wins the secret word ""contest"" again; throughout the night, Lou Rawls sits in the green room; tonight's secret word is ""litmus""; Everlast performs ""Ends.""

The secret word is ""bituminous""; Lou Rawls continues to lounge in the green room; during Mailbag, ""Billy Blanks"" (Gerard) gives a rather half-hearted demonstration of Tae-Bo.

Tonight's secret word (""emetic"") is now sponsored by a lawn-watering device called ""Hosie Cow""; Biff stands outside holding a popsicle in one hand and a Creamsicle® in the other, determining which will melt first (the popsicle); Dave chats with Nancy Mace, the first female graduate of The Citadel.

The Hosie Cow Secret Word is ""escarpment""; Dave plays a new game at Joe G's where a contestant must start a conversation and brings up the weather within sixty seconds (he won); Snoop Dogg plugs his new album.

The Hosie Cow Secret Word is ""whippy""; last night's winner ""Barbara Sanchez"" (Jude Brennan) is presented with $400 and a fully functional Hosie Cow; Alan imagines what effect Y2K will have on the country.

After appearing in an ad for Hosie Cow, Alan announces that the secret word is ""inflammation."" Also, Tony nominee Brian Dennehy presents the Top Ten.

Edgar Winter sits in; the Hosie Cow Secret Word is ""dick""; Heather Graham promotes Austin Powers: The Spy Who Shagged Me.

The Hosie Cow Secret Word is ""amputation""; the latest roll call introduces Biff's pint-size clone ""Mini-Biff"" and Calvert dressed up as a Hosie Cow; Tim Robbins promotes Arlington Road.

The Hosie Cow Secret Word is ""dick"" again, but it's eventually changed to ""bunny."" Also, Dave has another one of his long-winded chats (via satellite) with the Preston Luggage Company in Dallas, where he lets a customer set his own price (five dollars) for a snazzy carry-on bag.

The Hosie Cow Secret Word is ""pigment,"" while Dave chats (and becomes infatuated) with Brandi Chastain of the US Women's World Cup Soccer Team.

Al Gore appears on ""The Paul Shaffer Show""; The Hosie Cow Secret Word is ""tourniquet""; Mike Myers promotes Austin Powers 2.

Anton is introduced as Buddy Rich Jr., the ""bastard son"" of the legendary jazz drummer; Hosie Cow makes a cameo in the new Austin Powers movie; the Hosie Cow Secret Word is ""whipknockvonwhipknocky,"" but Dave forces Alan to change it to ""newt.""

The secret word (""rodeo"") is now sponsored by Larry King, whom according to Alan ""looks like an owl""; ""Rita Buttgas"" (Jude Brennan) is introduced as the latest winner of the faux contest; Pat Farmer comments on the NBA Finals from backstage; Andy Dick starts cutting his hair in mid-interview, and afterwards a very annoyed Kenny Sheehan breaks out the dust-buster.

The Larry King Secret Word is ""gabardine,"" and is followed by stock footage of four baby owls devouring a rat. Also, Dave shows the audience an autographed photo of the US Women's World Cup Soccer Team in Late Show, and stops the show several times to ogle the ladies.

Jimmy Vaughan sits in; the Larry King Secret Word is ""entropic""; after an unusually aimless edition of ""New for Summer,"" Dave asks Paul, ""What is happening to this show?""

The Larry King Secret Word is ""linguine."" Also, to counteract with Hillary Clinton's recent decision to run for the US Senate in New York, Mayor Giuliani announces that he's running for the same office in Arkansas.

The Larry King Secret Word is ""peptide""; Carlos Santana and Rob Thomas of Matchbox Twenty perform ""Smooth.""

Tonight's Secret Word (""bird"") is brought to you by David Letterman's Women's World Cup Soccer Team, in honor of his latest celebrity crush. Quote Alan: ""They're hotter than a dancing bobcat with its ass on fire!"" Also, during a slideshow bit called ""Celebrity Summer Plans,"" Vinnie Magliulo reports live via satellite from Caesar's Palace giving the odds on the audience response to the jokes.

The World Cup Soccer Team Secret Word is ""oozing""; Montana park ranger (and past winner) ""Rita Buttgas"" (Jude Brennan) is announced as the winner of the Secret Word Tournament of Champions; Dave picks a fly out of his coffee.

The Larry King/Women's Soccer Secret Word is ""peripatetic""; a bird caller from Piedmont, California does a drumroll for Dave; after a brief discussion over the difference between a mesa and a butte, Rob Burnett makes a quirky legal pad doodle that settles the issue once and for all.

The Larry King/Women's Soccer Secret Word is ""highoeyazmuhoodhee""; Calista Flockhart's chat with Dave is interrupted by visions of the dancing baby from Ally McBeal busting a move with George Clarke; Bill DeLace poses as a Little League umpire for a remote Top Ten list.

The Larry King/Women's Soccer Secret Word is ""pony""; during Mailbag, Biff, Kenny, and Dave Dorsett brag about their latest female conquests; John Leguizamo promotes Summer of Sam.

Dave shows footage of a taxi literally crashing the staff cookout out on 53rd Street; with temperatures hovering over 100 degrees, Biff dares to go outside and fry an egg on the sidewalk; Dan Quayle joins Larry King and the Women's Soccer Team as a sponsor of Alan's Secret Word (""one hot mother****er""); Tony Randall drops by to eat the egg.

An audience member attempts to button Dave's jacket; the Dan Quayle/Larry King/Women's Soccer Secret Word is ""neoprene""; throughout the night, Biff stands next to a 45-pound block of ice on the sidewalk, giving Dave updates on its melting status; Sixpence None the Richer performs ""Kiss Me.""

Dave replies to a Zagat's survey; the Women's Soccer Secret Word is ""pestilence,"" with the Dan Quayle/Larry King Secret Word Jackpot standing at ""Thirteen hundred damn dollars!""; Oliver Platt promotes Lake Placid.

The Secret Word is ""prick,"" with the stock footage of the baby owls eating the rat joining an already crowded group of sponsors; John Mayall sits in; Jason Biggs promotes American Pie.

Dave points out that Paul is dressed from head to toe in white tonight, including a snazzy top hat; during Mailbag, The Guy on Fire is profiled on ""Biff Henderson's Where Are They Now?""; Lucinda Williams performs ""Concrete on Barbed Wire.""

The Larry King/Dan Quayle Secret Word is ""sphygmomanometer""; Dave briefly comments on the passing of JFK Jr.; Dave Mirra does bicycle stunts on 53rd Street, but after he has to cut it short due to rain, he pops wheelies inside the theater.

The Dan Quayle/Larry King Secret Word is ""pie""; Dave finally meets the entire U.S. Women's World Cup champion soccer team, though Mia Hamm and Brandi Chastain do most of the talking; ""Rita Buttgas"" is introduced as the first Secret Word three-time winner; Dave asks Paul if they can trade the horn section for the soccer team.

The Hillary Clinton/Larry King Secret Word is ""mommy""; Dave asks a question to Einstein's Brain (voice of Alan Kalter); perfect game winner David Cone presents the Top Ten.

The Hillary Clinton/Larry King Secret Word is ""meehnkee""; Dave ""performs"" at Woodstock '99, then declares that Limp Bizkit kicks ass; Buzz Aldrin drops by to celebrate the 30th anniversary of the moon landing.

Paul asks what the point of the Secret Word is, and after it's revealed (""throb""), Dave replies with ""I'm tired of being held hostage by your psychotic delusions."" Also, Mujibur and Sirajul preview the new Alan Kalter dart board, and Alan punches them.

Paul complains about the heat at Woodstock '99; Dave brags about Max Pappas and Team Rahal (a sign of things to come); Ted Koppel's evil twin Kenny is caught hosting Nightline in lieu of his more well-known brother.

Buckwheat Zydeco (nee Stanley Durrell) sits in on accordion; throughout the night, Shark the border collie chases Frisbees on 53rd Street; film director Garry Marshall plugs Runaway Bride.

Biff helps out pedestrians walking on 53rd Street; Dave asks Paul about project identification; Pete Townshend and Eddie Vedder perform ""Behind Blue Eyes.""

""Paul Shaffer's Countdown to the Millennium"" makes its triumphant return to the Late Show, and is now sponsered by Hillary Clinton and Larry King. Tonight's forecast: ""In the new millennium, people will freak out.""

Dave chats with Tour de France winner and cancer survivor Lance Armstrong; Paul's latest prediction: ""No more lox and bagels""; Sheryl Crow performs ""The Difficult Kind.""

It's a very special night as Jim Jeter is about to log his one millionth mile on his 1982 Toyota Starlet. After reaching the milestone, Dave buys him a new used car.

Dave takes the outside cam to Joe G's for another round of ""Stop Calling Me Kitty.""

Dave shows the audience some stuff he bought on his recent vacation in a segment called ""Travel Souvenirs."" Later, ""Newsradio"" star Dave Foley promotes the movie ""Dick.""

Dave repeatedly shows footage of the Taco Bell chihuahua saying ""funkalicious."" Later, Dave and William H. Macy drink Tang spiked with Jack Daniels.

During CBS Mailbag, Alan punches Dave. Later, Dave's former ""Starland Vocal Band Hour"" co-star Jeff Altman looks back at his tumultous television career.

Paul refers to Regis as a bastard, only for the ""Millionaire"" host to retaliate.

Kreskin's knowledge of 70's backup singers is tested in a segment called ""Commodore or Pip?"" Later, Smash Mouth performs their smash hit ""All-Star.""

Dave announces that a crack in the building next door caused a temporary evacuation of the theater. Later, The Mavericks perform ""There Goes My Heart.""

Dave takes up an offering for a preacher who played ""Who Your Deer Repellants.""

During CBS Mailbag, Inky Mendez announces his candidacy for the US Senate, while Dave chats with ""Hillary Clinton"" (Gerard).

A shirtless Vince DeMentri interviews people on the street, asking them what they think of Hillary Clinton. Later, Katie Holmes promotes ""Dawson's Creek.""

Dave announces that tonight, ""We're going to have good old-fashioned fun"": all night, Richard Egan stands on 53rd St. guessing the weight of passersby.

Terence Blanchard sits in with the band, while Olympic diver Kathy Pesek does a demonstration for the audience (via telephone).

Dave announces that tonight is the premiere of ""Late Show Who Wants to be a Billionaire?"" Tonight's first question: ""Who took over for the 'Brady Bunch' father after the original actor was arrested and imprisoned for the grisly kidnap and murder of the show's wardrobe designer?"" The answer: Dennis Weaver.