INSIDE the star–studded grand finale of "The Oprah Winfrey Show, Surprise Oprah! A Farewell Spectacular" taped Tuesday in Chicago.
Here has the run-down on who fans will see during the two-part episode, airing May 23 and 24.
Two Toms — Cruise and Hanks — opened the show as Madonna took the stage and said to Oprah, "You look surprised!"
Celebs appearing in Part 2 of the episode are: Beyonce, Jamie Foxx, Stevie Wonder, Jerry Seinfeld, Dr. Oz, Dr. Phil, Rosie O'Donnell, Simon Cowell, Maya Angelou, Gayle King, Nate Berkus, Tyler Perry, Alicia Keys, Aretha Franklin, Usher AND Maria Shriver.
The stars all gave testimonials to the outgoing TV icon.
"She fights for things she believes in, even if it makes her unpopular," Madonna said, while Cruise said, "You always had the power, and that is the message you brought into our lives."
"Oprah Winfrey, because of you women everywhere have graduated to a new level of understanding of who we are, of what we are and most of all who we can be," Beyonce said.
Perhaps the kindest words of all came from Oprah's longtime, Stedman Graham, who introduced Aretha Franklin.
"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," Graham said. "You know what really is amazing? You have done this, sweetheart, through all of the sacrifices you've made, humility you have and through God's amazing grace."
Viewers will even get to see a surprise wedding proposal — no, not Stedman to Oprah — but a member of the studio audience, who got a big "Yes!" from his girlfriend.
Oprah's super top-secret final show airs May 25. That episode is expected to be a more low-key, but highly-emotional show, with Oprah talking directly to her millions of fans.
