Behind the Scenes of Oprah's Surprise Farewell Spectacular

Photo: George Burns/Harpo Studios

The Crew

Crew members work to set up a stage to remember for Oprah's farewell spectacular.

Photo: George Burns/Harpo Studios

Perfecting the Stage

Crew members perfect the stage from top to bottom.

Photo: George Burns/Harpo Studios

Tom Cruise and Katie Holmes

Tom Cruise and Katie Holmes rehearse their lines for Oprah's big day.

Photo: George Burns/Harpo Studios

Jamie Foxx and Tom Cruise

Collateral co-stars Jamie Foxx and Tom Cruise mug for the camera during rehearsal.

Photo: George Burns/Harpo Studios

Will Smith and Jada Pinkett Smith

Part 2 co-hosts Will Smith and Jada Pinkett Smith run through the show with Harpo employee and Oprah stand-in Lesia.

Photo: George Burns/Harpo Studios

Will Smith

Will Smith pretends to interview stage manager Dean during rehearsal.

Photo: George Burns/Harpo Studios

Stevie Wonder and Jamie Foxx

Lesia and Jamie Foxx get down as Stevie Wonder runs through "Isn't She Lovely."

Photo: George Burns/Harpo Studios

Sheri Salata and Jerry Seinfeld

Executive producer Sheri and comedian Jerry Seinfeld perfect all last-minute details.

Photo: George Burns/Harpo Studios

Gayle King and Maria Shriver

Oprah's BFFs Gayle King and Maria Shriver do one last run-through with Lesia's help!

Photo: George Burns/Harpo Studios

Stedman Graham

Stedman Graham puts the finishing touches on his part of the show during rehearsal.

Photo: George Burns/Harpo Studios

Target Lounge

After the rehearsal, the finishing touches are put on the Target Lounge—the area backstage where celebrities will hang out during the show.

Photo: Stephanie Snipes/Oprah.com

United Center

Just before the two historic shows are set to begin, the United Center is all prepped and ready to go.

Photo: George Burns/Harpo Studios

Full United Center

Just hours later, the United Center is packed with fans ready to give Oprah one spectacular send-off.

Photo: Stephanie Snipes/Oprah.com

Nancy O'Dell

As the excitement builds, entertainment reporter Nancy O'Dell shoots a stand-up on the floor of the United Center.

Photo: George Burns/Harpo Studios

Sally Lou Loveman

Senior audience supervisor Sally Lou revs up the crowd before Oprah's arrival.

Photo: George Burns/Harpo Studios

Blackhawks Mascot

Tommy Hawk—the mascot of the Chicago Blackhawks, who play at the United Center—takes a front-row seat on an audience member's lap.

Photo: George Burns/Harpo Studios

Marriage Proposal

It's a perfect proposal! A guest from Canada asks his girlfriend for her hand in marriage in front of tens of thousands of people just before the show starts.

Photo: George Burns/Harpo Studios

Oprah's Entrance

The time has come: A stunned Oprah is greeted by a stadium of cheering fans.

Photo: George Burns/Harpo Studios

Oprah Watches Beyoncé

Oprah grooves along during Beyoncé's performance as the audience dances along wearing their finger lights.

Photo: Stephanie Snipes/Oprah.com

The Audience

One of the big surprises in the show is that every audience member has donated books to help build libraries around the country. This message was the secret code alerting everyone to get their book ready to hold up during the big reveal to Oprah.