As Oprah Winfrey prepares to end The Oprah Winfrey Show May 25, Us Weekly is taking you behind the scenes for Surprise Oprah! A Farewell Spectacular, two star-studded hours that will air as her second and third-to-last shows.
Watch this space Tuesday night as Us' Allison Corneau offers real-time updates on all the A-listers attending the one night only event at Chicago's United Center. And for even more Oprah, don't forget to follow Us on Twitter to get scoop, photos and tidbits you won't see on TV.
5:58 pm: A techno mix of Adele's "Rolling in the Deep" is pumping on the speakers. Let's party!
6:22 pm: Oprah audience coordinator Sally Lou Loveman is warming up the crowd. "This is one giant love letter to Oprah and The Oprah Winfrey Show!" she says, as the audience starts waving supplied LED lights. "We're going to light up the United Center."
6:36 pm: The United Center crowd is jamming out to the Black Eyed Peas' "I Gotta Feeling." Their dancing is almost as good as the flashmob you saw on The Oprah Show!
6:44 pm: Oprah really brings people together. One of the audience members just proposed to his girlfriend live on stage during the warmup segment. She said YES!
6:52 pm: The capacity crowd is ready for some happy tears. Every audience member has a box of tissues under their seat!
6:57 pm: Three minutes to showtime!
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.
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."
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."
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."
9:26 pm: Will and Jada Pinkett-Smith are in the house! "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."
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."
9:59 pm: Hilarious! Rosie O'Donnell is singing about how much she'll miss The Oprah Show -- backed by Nate Berkus, Dr. Phil & Dr. Oz.
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. "Over the years, you have shared that very generous spirit…you've believed in others, so they can believe in themselves," Shriver says.
10:17 pm: Kristin Chenoweth dazzles with "For Good" from Broadway's "Wicked." "If you're looking for the breakdown, that did it. This is newsworthy!" Oprah says as Morehouse College students hit the stage after the performance, each holding a single flickering candle. "That was amazing."
10:34 pm: Oprah's mentor, Maya Angelou, is now honoring the talk show legend with an original poem. After the reading, Alicia Keys offers "Superwoman" on the piano.
10:50 pm: Stedman Graham offers a humorous tribute to his leading lady. "It really does amaze me that I get to be around a woman who changes people's lives every day and who also takes her own lunch to work," he says. "She says she takes her lunch to work because she wants to save money! That really is amazing!"
10:56 pm: Aretha Franklin belts out a version of "Amazing Grace" that leaves Oprah utterly speechless. Us too!
11:03 pm: "I've never experienced anything like this. Thank you for taking me to a place that is beyond joyous," Oprah says as the show comes to a close. But not before one last surprise! It's Usher, singing the gospel hit "Oh Happy Day," as the full cast of celebs joins Oprah for a singalong. Cue the confetti cannons! It's a wrap!
Tell Us: What is your all-time favorite Oprah Show moment?