*A number of outlets live-blogged Oprah Winfrey’s first of two star-studded surprise shows at Chicago’s United Center – an extravaganza that included Stevie Wonder, Queen Latifah, Madonna, Halle Berry, Beyonce and much more – including a Steve Carell/Tina Fey taped piece on Oprah’s infamous “ugly cry.”

Oprah nearly went into it herself after guest Aretha Franklin brought the house down with a rendition of “Amazing Grace.”

Here’s how it all went down:

7:19pm: Oprah has taken the stage! The guest of honor greets her adoring public as “I Gotta Feeling” blasts in the background. She looks great in a sparkly purple gown. “What’s happening Chicago?!” she says.

7:21 pm: “Oprah Winfrey, today you are surrounded by nothing but love,” the night’s first celeb guest Tom Hanks says.

7:25 pm: Hanks introduces Oprah’s first surprise. “Pulling off this surprise has been mission impossible,” Hanks says as Tom Cruise walks out. “We got ya!” Cruise says.

Oprah Winfrey and Tom Cruise

7:29 pm: America’s Got Talent’s Jackie Evancho offers the first live performance. After a few bars, Josh Groban and Patti LaBelle take the mic to sing “Somewhere Over the Rainbow.” What power!

7:37 pm: Madonna is here looking positively radiant. “This is so exciting. You look surprised,” she tells Oprah, launching into a heartfelt speech to her idol. “It’s no secret that millions of people are inspired by Oprah. I am one of those people. Whenever I’m asking who my role models are, I always say ‘dead’ or ‘alive.’ The dead list is long, but the alive list has one name on it: Oprah.”

7:48pm: Tina Fey and Steve Carell appear in a taped package using cardboard cutouts of Oprah’s face to interview each other. They’re trading “ugly cry” faces and Fey is teaching Carell the meaning of the word “va-jay-jay.”

7:53 pm: Dakota Fanning takes the stage with young fans who explain what The Oprah Show means to them. “We call ourselves Oprah Show babies,” Fanning says. “We’ve learned from The Oprah Show that we matter, that we’re enough. Because of The Oprah Winfrey Show, we believe that girls can run the world.”

Beyonce, Dakota Fanning and Oprah Winfrey

7:55 pm: Clad in a tuxedo-style bodysuit, Beyonce belts out her female empowerment anthem “Run the World (Girls).” Here’s hoping the audience likes the song, because she ended up singing it twice after producers requested a re-do.

8:21 pm: “I don’t know what Beyonce was recruiting for, but I’m signing up. If she runs for president, I think she’s going to win,” Hanks says. Adds Oprah: “Those are some good quadriceps.”

Next, Hanks announced that the audience had brought some of their “favorite things” — books that they planned to donate to a school library in New Orleans. John Legend appeared live via satellite to accept them.

Diane Sawyer then walked out as a giant lit-up tree rose to the ceiling of the United Center. Sawyer announced that 25,000 oak trees would be planted in Oprah’s honor. Joked Oprah: “I just gave everybody a tree! you get a tree and you get a tree and you get a tree. Everybody gets a tree!”

8:40 pm: “I loved you the first moment I met you. The true beauty of your show is that viewers of your show….have risen up to literally change the world,” says Halle Berry, who joins Katie Holmes and Queen Latifah to introduce viewers who have made a difference in their community.

8:54 pm: Cruise and Holmes introduce Rascal Flatts‘ performance of “I Won’t Let Go.” As the crowd sings along, the night’s star-studded cast joins Oprah on stage. “I feel the love! And I thank you for it,” Oprah tells the crowd. “Your being here tonight…. honors me in the deepest way possible.”

The first hour wrapped up with all the stars returning to stage and Oprah hugging them one by one.


Before the second show started, a producer joked that John Travolta was locked in the bathroom. (Travolta famously appeared on the 25th season premiere to give away the trip to Australia.)

Will Smith and Jada Pinkett Smith hosted the second hour.

9:26 pm: “Oprah, I want to thank you for the 25 years you’ve given us of you. You have enlightened and empowered us, you have taught us how to be. I know you don’t have children of your own, but you have mothered millions,” Pinkett-Smith says. “That puts you in the status of a goddess.”

The first guest was Michael Jordan, who revealed that he came to Chicago the same year as Oprah: 1984. “MJ in the house!” said Oprah.

9:33 pm: Jamie Foxx and Stevie Wonder serenade Oprah with a duet of “Isn’t She Lovely” before Wonder performs a new song he penned with Oprah in mind. Sample lyrics: “Oprah thank you for using your gift to lift up so many more.”

Next, Jerry Seinfeld came to the stage and delivered a comedy routine: “We are trying to figure out. How much can one person take? We are going to keep going until you say we can’t take it anymore!”

Simon Cowell was up next and began to talk about The Oprah Winfrey Show’s impact on music before stumbling over his words, saying “blah blah blah” and starting again. Oprah blew him a kiss from the audience. “I can also say firsthand that you are a very good kisser,” joked Cowell.

9:59 pm:  Rosie O’Donnell came out singing “Fever” but changed the lyrics about how much she’ll miss Oprah. “You saved me from depression when you gave us Dr. Phil!” was one verse, before Dr. Phil showed up on stage. Also joining him: Oprah proteges Nate Berkus and Dr. Oz.

Oprah Winfrey and Maria Shriver

10:08 pm: Oprah’s “best girlfriends” are introduced…Gayle King and Maria Shriver! Hours after Shriver’s estranged husband Arnold Schwarzenegger’s stunning public confession — he secretly fathered a child with a household staffer 10 years ago — Shriver put on a brave face to fete her friend.

“Well Oprah, for more than 30 years, you bestowed the most amazing friendship on me, given me love, support, wisdom and most of all truth,” said Shriver, who worked with Winfrey and King at the same TV station in Baltimore in the beginning of their television careers. Tyler Perry also appeared and urged the audience, “I know it’s getting late but wake up in here, wake up, show the love!”

10:17 pm: Kristin Chenoweth dazzles with “For Good” from Broadway’s “Wicked” as the lights were dimmed and Morehouse College students filled the stage holding single lights.

“You’re trying to break me down. That did it. You’re looking for a breakdown. That was it right there,” said Oprah. “All right, carry me on out of here! Oh my God, there’s still more! This is newsworthy.”   hit the stage after the performance, each holding a single flickering candle.

10:34 pm: Oprah’s mentor, Maya Angelou, is now honoring the talk show legend with an original poem as Alicia Keys played the piano. Oprah appeared emotional as she sat directly across from Maya. Keys then sang “Super Woman.”

Oprah left the stage next, and was overheard complaining about how much her shoes hurt as the audience laughed.

Her longtime boyfriend Stedman Graham then took the stage, and Oprah grabbed King’s arm in surprise. “Honey, you are so special, and I am so happy… I’m so proud of you,” he said as the audience made a collective “aww” at the rare public appearance by Graham.

“I cannot believe a colored girl from the back woods of Mississippi has done all you have done with your show, your magazine, your film company, radio, and your also hands on with your school in South Africa,” he said to applause, “while launching a network!”

Graham — who also announced he loved her and called her “sweetheart” — then introduced Aretha Franklin, who appeared in good health as she performed a bluesy version of “Amazing Grace.” Oprah raised her arms up from the audience, as Graham made a rare public display of affection by putting his arm around Oprah’s waist.

Oprah finally broke into her infamous “ugly cry” after the music sped up and Franklin began dancing around. “Enough! Aretha Franklin and Michael Jordan in the same night? What is that? I can’t take it anymore,” she said on stage after, half laughing and half crying as she danced with Franklin.

Hanks appeared again after. “There’s been a lot of highlights tonight,” he said. “Morehouse college, Maya Angelou, Stedman!”

“Holy Jesus from God, what is happening? Stedman is on stage!” joked Oprah.

Then a producer came out and asked Oprah to speak louder, and Will Smith quipped, “Don’t tell Oprah what to do! That’s Oprah! You’re fired.”

Oprah then took a minute to thank her fans: “I’ve never experienced anything like this and I say once again thank you for taking me to a place that’s beyond joyous. I’m going to have to process it and look at it on tape to see what actually happened here. It feels like the rapture, so thank you all for that!”

Smith announced there’s one last surprise, as a full symphony began to back Usher, who sang “O.M.G.” mashed with “Oh Happy Day” as Hanks awkwardly danced.

Confetti shot up from the audience, and the stars rejoined Oprah on stage as she thanked everyone.

Four hours later, the show was over. And within 30 minutes, the chairs had been broken down and the confetti was being swept up.

The shows will air in the two-part series “Surprise Oprah! A Farewell Spectacular” on May 23 and May 24. Her final show airs May 25.