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Busy broke down in tears as her BFF, Michelle Williams, delivered a touching tribute.

After one season of sipping margs and discussing the hottest goss, Busy Philipps said goodbye to her friends and foes on Thursday's final episode of "Busy Tonight."

But the most emotional moment came when one of her best friends paid tribute to her on this bittersweet occasion. Michelle Williams brought the host to tears with a speech celebrating their friendship.

However, it wasn't all tears. After thanking the many famous faces who have stopped by her late-night talk show, Busy shared a snarky message for those who didn't.

"Here's the thing, guys," Busy began. "One of the greatest thing you can do in life is show up. I have made it a point to show up. You know, you have to show up for your friends and your family, but you also have to show up for your community and for the people who need it most."

"In the last six months -- you know, this is just a TV show -- but so many people have shown up for me," she continued. "And there were some people that didn't, and they know who the f--k they are."

Taking a hefty sip of her margarita and staring directly into the camera with a grin, she added, "And I -- will never forget."

Later on, Busy gave friends Michelle, Whitney Cummings, Jennifer Carpenter, Linda Cardellini and Krista Miller the opportunity to roast or toast her -- and the subsequent speeches brought the actress to tears.

Whitney's was hilarious, as she told the story of the moment she knew she and Busy were friends.

"For the past three months, it has been an honor to see you do what you do best: talking and crying," she joked. "The moment I knew we were friends is we were in a makeup trailer, and I had to wear a wig for something and my hair was down and I wasn't wearing any makeup, and Busy looked at me and went, 'Oh, my God! Now I know who you look like!' And I was like, 'Who?' And she goes, 'My ex-boyfriend, Craig!'"

Michelle's speech was particularly touching, as she revealed she was missing the opening night of her daughter's school play.

"I said to her, 'Listen, Aunt Biz needs me. Are you cool if I just come to the middle and the ending,'" Michelle tearfully recalled of her conversation with Matilda. "And she was like, 'Mom, absolutely. Get on that plane. Of course.' And then she said to me, 'Why are you guys such good friends because you're so different?'"

"I mean, does she work for Vanity Fair?!" a tearful Busy shouted with a laugh.

"You're just always there," Michelle continued. "I don't know how you do it because you look like you're living a fabulous life for yourself, but the truth is is that you show up for all of us, all of the time, and that you are the most selfless person that I know. And it's taught me everything that I know about being a friend. Thank you for asking me to come here and be with you tonight."

Immediately after, Busy dried her tears and made a joke about how there are more men named Todd in the entertainment industry than there are women.

"When we were hiring, selfishly, I just was like, 'I think I should leave this show with more than one lady friend,'" Busy said before calling out all of the women who've worked on "Busy Tonight." They flooded the set.

"So many women!" she shouted proudly.

Before stealing a prop and heading out back to celebrate with the show's team, Busy looked right into the camera and gave her viewers an emotional goodbye.

"We have learned that you should meet your heroes, that competition kills creativity ... that a career pivot is always an option for everyone," she said with tears in her eyes. "Finally, the most important lesson that we learned here is that it is a marathon, not a sprint, and that the real trick is figuring out what the f--k the marathon is that you're actually running. And I have to tell you something, guys: We haven't even broken a sweat yet."

For her last goodbye song, Busy sang, "This is our last goodbye song, parting is such sweet sorrow, but follow me on Instagram, and I'll see your asses tomorrow. Goodnight, you guys. I really love you. I do."

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