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Will & Grace

Will & Grace, was a popular U.S. TV series that ran from 1998–2006, that focused on Will Truman, a gay attorney, his best friend Grace Adler, a straight Jewish woman who runs her own interior design firm, Karen Walker, a very rich socialite and Jack McFarland, an effeminate gay struggling actor. The show takes place in New York City.

Pilot [1.01]

Will: Jack, now that you're moving in, can I make one small request?
Jack: What's that?
Will: Change everything about your personality.


Jack: FYI, folks, most people that meet me do not know that I am gay.
Will: Jack, blind and deaf people know you're gay. Dead people know you're gay.


Grace: Karen, I don't want a check. I want assistance. I'm the boss. I give you checks.
Karen: Yes, you do, honey, and I love them. I do. You know, I keep them all right here in this box. So, what else?


Karen: You know, marriage is...what? Marriage is... Marriage is, ok? What the hell, that's all you need to—[Grace already left.] Grace? Oh! Now she's gone. She's gone, and I'm sitting here talking to myself like a crazy person. Oh, my god, listen to me. I'm still doing it!

A New Lease on Life [1.02]

Grace: Can you please fax this application over to the realtor?
Karen: Oh, honey. Machinery. No.


Grace: Karen, I'm not gonna marry someone just because I want a nice apartment.
Karen: Um...yes. That--That would be wrong.
Grace: It would be settling. I want to marry "the one."
Karen: And well you should, honey. How else are you gonna get to the two and the three?


Jack: Are you Karen?
Karen: Yes, honey.
Jack: Well, Peter, Paul and Mary, you are fabulous!


Jack: God, I had no idea you would be so...kitten with a whip! Come on, let's touch stomachs! [pulls up shirt.]
Karen: Oh, my Lord, you are a complete freak! [Karen lifts up shirt and they touch stomachs.] So, honey, what are you doing here? Why are you here? Hmm? What's going on? What's happening?


Grace: Ya know what I'm tawkin' about, ya big mook, with ya 90-mile-an-hour hair?

Head Case [1.03]

Jack: [to Will's secretary] Thanks, you're my new best friend. Call me every 10 minutes. [Closes door; to Will] What a biatch.
Will: Jack, she's just doing her job. I think that's the first time I used the words "Jack" and "job" in the same sentence without "needs to get a" in between.


Jack: (talking about the bathroom) It's too small for Malibu Barbie.


Jack: My God, I think that's the first time I used "Will" and "share" in the same sentence without "doesn't know how to" in between.


Jack: Hmm, let's take a look at a little clip from when it was still the "Michael and Will Show"... Before it was canceled. "Will, can I change your throw pillows?" -- "No!" -- "Will, can I put my sweaters on your shelf?" -- "No!" -- "Will, can anyone live with a control freak nightmare like you?" I'm gonna say "no."


Grace: Just F.Y.I. The first 3 letters in "assistant" spell "ass," so please, get off yours.


Will: Ok, Grace, slow down now. Just-- It's wrong to love a faucet this much.
Grace: You're right. I don't want to fall too hard. They tend to run a little hot and cold.


Will: Oh! Whole lot of tweezin' goin' on. What, are you clear cutting?


Jack: And so ends a scene from "Mr. Bitch Goes to Washington" [TAKES A BOW].


Karen: Oh, uh, Grace, sweetie, what's that? [points to Grace's hat.] That.
Grace: It's a hat, Karen. I didn't have time to dry my hair.
Karen: So, what are you saying, honey? It's going to stay on all day?
Grace: Uh-huh.
Karen: Okay, you know what? I say we close. You're obviously in no condition to work.


Karen: God, that was exhausting. I am assisting my ass off.

Between a Rock and Harlin's Place [1.04]

Jack: So I've decided to take my career in a whole new direction.
Will: Forward?


Will: What are you talking about? You're not a performer.
Jack: I am now. Me, a piano, and a spotlight. I'm calling it "Just Jack." Here's my flyer. "Just Jack." One night only. "Just Jack."
Will: Why one night-- oh. It's open mike night.
Jack: Bring Grace... Or a date. Ha ha, I'm just kidding.
Will: [reads flyer] "A roller coaster ride of emotions." Who said that?
Jack: A critic... Ok. My shrink.


Jack: [singing] Oh, I've been to Georgia and California and anywhere I could run. Took the hand of a preacher man and we made love in the sun. [stops singing.] That actually happened to me.


Jack: (SINGING) Touch me in the mornin' ...
Karen: Honey, I'm busy. Touch yourself.

Boo! Humbug [1.05]

Jack: Will, come on. I can only do this with you. You're my best friend. We'll have so much fun together.
Will: Wow. How am I gonna say no to that? No.
Jack: [turns to Grace] Grace, I can only do this with you. You're my best friend. We'll have so much fun together.


Karen: Honey, I can't go. I have a home, a husband, and 3 beautiful stepchil-- No, wait. Two. Two beautiful stepchildren. Sorry. Yeah. Olivia and...
Jack: Mason?
Karen: Honey, I was getting there.


Jack: Well, look at you. You're like an icon to gay men.
Karen: Ohh!
Jack: You've got the sass, the class, the ass.


Will: Jack, go away. Grace and I are-- are naked and oiled up and about to engage in some Greco-Roman wrestling.
Harlin: [through the door] How long is that gonna take, Will? I'm double-parked.


Karen: Oh, I want a drag name. Give me a drag name.
Drag Queen: Ok, sugar, here's how you do it. Take the name of your first pet and the first street you lived on.
Karen: Shu-Shu Fontana. Oh, it's cute. Honey, I-- [to Jack] Honey, come here. What would your name be?
Jack: Um...Glen 125th.

William, Tell [1.06]

Grace: You know, I thought I knew everything about you. But, you're a mystery. Wrapped in a riddle. Surrounded by enigma. Growing boobies.


[Jack comes in dressed as a space alien.]
Will: Captain, after closer examination, I believe I have identified the life form as...gaylien.
Grace: We come in peace. Please do not rearrange our furniture.


Karen: The thing is, I'm starting to feel as if I don't own my own husband anymore.
Will: You mean you don't know your own husband anymore.
Karen: Well, that's what I just said honey!
Will: No, you s-- You said "own."
Karen: No, I said "I feel like I don't own my own, like I don't, like I--" Ohhh! Alright, ding, ding, ding, you win on Jeopardy, smart guy.


Will: Why are you looking at me like that?
Grace: I know what you did last summer!
Will: Pardon?
Grace: The movie. I rented it. I Know What You Did Last Summer...
Will: Oh, I see
Grace: And...An Affair to Remember...with The Client!


Grace: Oh, my god. So what could it be? I mean, what could it be that--that he didn't tell you and he didn't tell me? It must be something he didn't want us to know.
Jack: Good work, Nancy Drew! Let's meet up at Old Mystery Creek!

Where There's a Will, There's No Way [1.07]

Karen: Grace, desperate times call for desperate measures, it's time to get your head out of the dumps and your legs in the air!


Karen: [to Grace] Honey, we talked about this blouse. [into phone] Oh, hello. Xander Freeman, please. Yes, hello, Xander. I have Grace Adler calling. Oh. Ohh, yes, she's just as beautiful as ever! Oh. Oh, that's very sweet. Goodbye! [Hangs up.] He's gotten fat.
Grace: What?! What?! What did you just do?
Karen: Honey, he had the "ho ho ho" chortle, which basically says "I'm a fatty now."


Will: First of all, they'll give you a payment plan, which you won't follow. Then they'll garnish your wages, which you don't have. Then they'll take away everything you own... which would be your gym membership. Then...finally, they will put you in jail.
Jack: No, no, no. They can't put me in jail, 'cause since I never started paying my taxes, I can continue not paying them. I saw that on television.
Will: On what? The Delusional Channel?


[Will, Jack, Karen and friends are playing cards.]
Will: The game is Follow the Queen.
Karen: [Karen looks to Will and Jack.] I don't know where to turn.

The Buying Game [1.08]

Grace: Oh, no. No Mexican. Fajita hair. It frizzes when the steaming chicken hits the table.
Karen: Honey, does it ever unfrizz?
Grace: Yeah. When you do work.


Jack: I finally found my life's calling, and it involves these two hands.
Will: Ah. So you're going to be self-employed.
Jack: Insert laugh...here. I'm going to be a massage therapist. It was an obvious choice, being that I am a people person. I love people...as long as they're not hairy...or smelly...or have the dreaded bacne, ugh. Ok, I need some guinea pigs. Who's interested?
Will: Smelly.
Grace: Hairy.
Jack: Thank you, friends.
Karen: Bacne. Oh, who am I kidding? It's alabaster from my neck to my ass. I just don't want to do it.


Grace: You know what the funny part is? [laughs] There is no funny part! My life is so unfunny, Mr. Hutt, it's not even...funny. I mean, what am I doing taking on a mortgage? I mean, m-my life is already a mess. I'm still renting an apartment, I don't have a driver's license, I'm not married, I live with a gay guy...
Will: Grace...
Grace: I haven't had sex in five months! And I was in Bloomingdale's this morning waiting on line to buy wrinkle cream, and this Jennifer-Love-Michelle-Sarah-Felicity-looking thing...bumps into me and says, "Excuse me...Ma'am." [Sobs.]


Jack: No! Karen, I can't do it anymore. Every day I come in here and I touch your naked body. We don't talk, there's no emotion. I'm acting like a straight guy, and it's making me sick. I took an oath in front of God and my mother, "I'm here, I'm queer, get used to it."

The Big Vent [1.09]

Grace: Ugh, man. Even disembodied voices are getting more action than I am.


Will: This is pathetic, Grace. What, you come home early just to catch "Days of Our Vent?"
Grace: No! I thought I would cook shepherd's pie.
Will: Pray tell, Julia Child, what's in shepherd's pie?
Grace: Um...shepherds? Sheep? Pie?


Grace: Oh, Uwe is such a liar! How could she lie like that?
Will: I don't know. Why don't you ask her up for some shepherd's pie and ask her? Wait a minute, her name is "Uwe?"
Grace: No. It's just that they're always walking out of the room when he says her name, so all I get is "Uwe."
[Jack enters, wearing glasses.]
Jack: What do you think of my glasses? What do they say?
Will: They say, "Guys don't make passes at girls who wear glasses."
Jack: [Pointing at Will] And guys don't make passes at guys with fat asses.


Karen: [On the phone] Rosario. Hi, honey, listen, I'm running a little late. Yeah, things are muy loco at the oficina. Mmm, listen, I'm gonna need you to feed the kids and read 'em something before bedtime...Well, I don't know, honey. Why don't you read them that book they love? "Green Eggs and I'm Hammered." No, Rosario, now why would I want to speak to them?


Grace: Oh, it's so tragic. Her husband is out there saving lives at a hospital while sluttina flits around the apartment in a satin robe having...
Will: Whoa, whoa, slow down there, church lady. First of all, Thomas is a dermatologist. He's not saving lives, he's popping zits. And second, he's been checked out of that relationship for two years now. Trust me, she's gonna leave him for Dennis.
Grace: Oh, that would be totally immoral. It would break the commandment about...um...coveting thy husband's brother's ass.
Will: Wow. I break that one all the time.

The Truth About Will and Dogs [1.10]

Will: Hey. Got Thai food. Again. Mainly because I'm obsessed with the yum yai salad. You know, it announces its own goodness right in its name: yum yai.
Grace: Huh. You're kind of a geek.


Karen: Grace, the bitch we hate is on line one.


Karen: Forget the pooch. Where's the hooch?!


Karen: Honey, I am so glad I took it upon myself to thin out Grace's closet. I just could not let her go on thinking she could pull off yellow.


Jack: I...love this dog! We totally bonded. We just sat there together in the park. He checked out butts. I checked out butts.

Will on Ice [1.11]

Grace: Jada Pinkett.
Will: Mmm.
Grace: Hate her.
Will: Wow, that's kinda harsh. I mean, she's not very...
Grace: Will, you know the rules. Love or hate, no gray area, just like life.
Will: Hate her.
Grace: Good boy.


Karen: Honey, did you try Balthazar?
Grace: Karen, Steak & Brew are spitting at me through the phone. How would I get a table there?
Karen: Oh, Grace, I am your assistant. Now, I may not be a whiz at the...[points]
Grace: Computer.
Karen: Or know how to work the...[points]
Grace: Fax.
Karen: But, honey, I do know how to get where I need to be. Now hand me the--
Grace: Phone.
Karen: Well, honey, I would have gotten that one.


Vendor: Popcorn!
Will: Yes! Popcorn! I've been calling you for like an hour.
Vendor: Oh, so you were the one. I thought it was the 49,000 other people that are in here!


Karen: Honey, where are you going? Don't leave me here with these ice freaks!! [to woman sitting next to her] Honey, this shirt on you is heaven.

My Fair Maid-y [1.12]

Karen: You know what those rocks need? A little scotch.


Karen: Gosh, I don't think I've ever been stressed out. I mean, why would I be? I got practically no responsibilities, my job's a breeze, and I got a killer rack! Good morning!
Grace: Oh, when you smile, you have the cutest little wrinkle right there!
Karen: Where?! (runs to mirror)
Grace: Feel that? That's stress.


Grace: [to the maid when she shouts at her.] At least Mary Poppins did it with a song and a dance - you're like a spoonful of whoopass!

The Unsinkable Mommy Adler [1.13]

Jack: Anyways, I'm collecting data to put on the Internet. The world should know the truth about C-3P0.
Will: Jack, C-3P0 is not gay, he's British.

Secrets and Lays [1.17]

Grace: Don't answer that. It's probably just the wind...blowing a pine cone against the door...three times in rapid succession.


Grace: Your cook's name is 'Cook'?'
Karen: No, Grace, he has a name. I just don't remember it. No wait a minute, it'll come to me, it'll come to me... "Where are my damned eggs... Paul!" Paul. God, Paul is dead. Now who the hell is gonna cook for us?!


[hearing that her Cook is dead, Karen decides to try and cook.]
Karen: Men, go hunt wild game, there's a White Hen Pantry three miles down the hill.
[She throws the keys at Jack and Will. They let it fall to the ground making no attempt to catch it.]
Grace: Karen, the gays don't catch.


[Grace thanks Karen for letting them use the cabin. After which she responds]
Karen: Oh, no problem, honey, Stan had to take the kids down to Scaresdale to see their real mother. What was her name? Wait a minute, it'll come to me..."Stan, take the kids to see that bitch...Kathy!"

Guess Who's Not Coming To Dinner? [2.01]

Will: Oh, so I, uh, I gave my phone number to that guy at Border's books.
Grace: Phone number or business card?
Will: Business card...
Grace: Not hot.
Will: Why? What?
Grace: "Hi. I'm intimidated by the possibility of rejection, but my secretary isn't. Call her!"
Will: I'm not intimidated by anything.
Grace: Then call.
Will: Oh, yeah, and what if he's there, huh? He says hello, and...where does that leave me?
Grace: You are a disgrace to your people.


Karen: Hey, poodle.
Jack: Who's your daddy?
Karen: You are.
Will: Sorry to get you up so early, Karen.
Karen: Oh, grow up, honey. I haven't been to bed yet.
Will: I need to speak to both of you about Rosario.
Jack: Hey, hey, hey, that's Mrs. Jack McFarland to you.
Will: I thought you were Mrs. Jack McFarland.
Jack: Ha ha. And I thought you didn't have love handles! I guess we're both wrong. Ha ha ha.
Will: I got a call from my friend at the I.N.S. yesterday, and apparently the marriage between a 30-year-old gay man and a post-menopausal Salvadoran maid flagged something in their computer.
Karen: Ok, are we done yet?
Will: No. Look, they're gonna start making random visits to verify that Jack and Rosario are a real married couple. So since their official residence is listed as your place, I think the best thing would be for Jack to move into your penthouse.
Jack: I just adore a penthouse view! Ooh. My very own sexless marriage. Just like Will and Grace.
Will: No, not like Will and Grace. We don't even live together anymore. She's got her own apartment.
Jack: [to Karen] 8 dysfunctional feet away.
Karen: Lord, they're like Siamese twins who are joined at their boring personalities.


Karen: Hey. Hey, you're on the clock, tamale. Get to work!
Rosario: Listen, lady, I'll squash you like a wormy apple.


Karen: Oh, for God's sake, it's just gonna be the 4 of us! Grab a bottle, hunker down, and pray for daylight!


Rob: What's that smell?
Grace: [yelling] It's cat pee! A cat has peed. The entire apartment is soaked in cat urine, ok?!
Rob: Smells like rosemary.
Grace: Oh, that's the chicken.

Das Boob [2.03]

[At an art show, Grace is surprised when Will clamps his hands over her breasts.]
Will: I think you've sprung a leak.
Grace: What're you talking about?
[He lifts his hands, and her water bra sprays twin streams.]
Will: I haven't been with a woman in some time, but I'm pretty sure they're not supposed to do that.
[Karen walks past them.]
Karen: Good lord, why don't you two get a room?

Polk Defeats Truman [2.05]

Grace: Your lips can go from here [points to Will's lips] to HERE! [points to her butt]

To Serve and Disinfect [2.06]

[Jack has accidentally slammed the door onto Grace's face.]
Grace: Ow! You crushed my nose. [exits]
Jack: Sorry! If it's broken, we'll get it fixed. [Aside to Will] For the second time.
Grace: [sticking her head through window into room] I heard that, you bitch. And this nose has never been touched.
Jack: I'm sorry, ma'am, you can pick up your fries at the next window. [Jack closes the window and waves goodbye.]
Jack: [to Will] Guess what. I've been promoted to captain at my catering company, and tonight I'm supervising an event at the Waldorf-Astoria. I will have 8 men under me. How great is that?
Will: 8 men? What'd you do, write the Gay Make A Wish Foundation?


Jack: You couldn't do my job for one night. I challenge you!
Will: Ok, I'll do it.
Jack: Ha! I knew you wouldn't do it, because you are scared...
Will: I agreed.
Jack: ...What just happened?

Homo for the Holidays [2.07]

Judith McFarland: [in response to Jack telling her he is gay.] Looking back on it…there have been clues. When you were a child, you were overly fond of the nursery rhyme "Rub-a-dub-dub, 3 men in a tub". And you do have a lot of flamboyantly gay friends. I mean, look at Will!


Grace: Well, you've come on a good night. Jack's mother is going to be joining us, and she doesn't know Jack's gay.
Karen: How could she not know? What is she, headless?

I Never Promised You An Olive Garden [2.09]

Karen: Honey, Stan can't make it. He's having some work done on his Mercedes. Or his...kidneys...I wasn't really paying attention.


Will: Holy hangover, Batgirl. How fun was last night?
Grace: So fun. Naomi and Kai know all the best clubs.
Will: Yeah. Who'd have thought that after 2 a.m., Tiki Donuts becomes a Latino drag queen bar?
Grace: I forget... Is "chocolate éclair" the name of a donut, or one of the performers?
Will: Why are you screaming at me? Yech. [Will puts his head in sink under running water.]
Grace: [looking down her shirt] Oh, my God. When did I get my nipple pierced?
Will: [looking down Grace's shirt] That's your earring.
Grace: [Pulling ring out] Not right. So what time are we hooking up with them tonight?
Will: Midnight. It's gonna be wild.
Grace: This whole week has been wild.
Will: I know. They're crazy.
Grace: They're fantastic.
Will: I hate them.
Grace: Me too.

The Hospital Show [2.17]

[An extremely young nurse enters to take Grace's blood.]
Grace: Isn't— isn't there someone else who is a little more… experienced? Someone who didn't drive in… on a Big Wheel?
Nurse Pittman: [in a lispy Valley girl lilt] Oh, I don't drive. I keep taking the test over and over again, but I'm all, "This is hard!"


[Jack runs by the waiting area.]
Will: Gay ferrets to the waiting area, gay ferrets to the waiting area.

There But for the Grace of Grace [2.21]

Will: I was just flirting with the cutie rent-a-guy.
Grace: By making fun of me. Ok, so I don't know that much about cars.
Will: Grace, he asked if you wanted a V-6 or a V-8, and you said you preferred a Diet Coke.


Karen: Sorry, fruit, you're out of the loop.


Joseph Dudley: Sharon, you have all the charm of a flesh-eating virus.


Ben: So, the salad's done. The risotto is cooking. Let's talk wine. Karen, you have any preference?
Karen: Honey, I'd suck the alcohol out of a deodorant stick, so you're asking the wrong gal, ok?

New Will City [3.01]

Grace: [to Will] My love for you is like this scar. Ugly, but permanent.

Fear and Clothing [3.02]

Will: Somebody was definitely trying to get in. The doorjamb was messed with.
Jack: Yeah, but the ball cock is ok.
Grace: What? Why did you check the toilet?
Jack: I didn't. I just like saying it. Heh heh...


Will: All right, Well, there's nothing we can do tonight. So, you wanna - wanna stay here?
Grace: No, No, I'm not going to be chased out of my own apartment. Then they'll have won. I'm gonna be strong. Will you sleep over with me tonight? Please! [Begging] Please, Please, Please --
Will: Why do I only get these offers from women? Ok, All right, All right, All right!
Grace: Thank you! Who's my hero? Who's my big strong man?
Will: I don't know. We'll stay over till he shows up.


Will: Ow!
Will: What?
Will: Could we talk about your toenails?
Grace: I'm sorry. I'll cut them.
Will: Don't you need them for tree climbing and warding off predators?


Will: Did I just scream like a woman?
Grace: Don't flatter yourself. You scream like a girl.


Grace: Can you imagine if whoever it was had actually gotten in? He probably would've made me rub lotion all over myself so he could make a prairie skirt out of my skin. Karen, I have never been more terrified in my entire life.
Karen: Oh, honey. Stan bought me a 7-karat ruby on our trip to Paris last year.
Grace: What does that have to do with the break-in?
Karen: Nothing, honey. I thought we were just swapping stories. Jeez Louise! Didn't realize it was "All about Grace" day.


Grace: Are you two still fighting?
Jack: What is she doing here? It's 9:45. Shouldn't she be at lunch?
Karen: What is she doing here? Shouldn't she be at the Westside Y bobbing for boyfriends?

Girl Trouble [3.04]

Gillian: And, honey? That colour doesn't even look good on an orange, okay?

Love Plus One [3.06]

Jack: Oh my God, I love TV. Buffy is my life! I'm so into Willow being a lez.

Lows in the Mid-Eighties [3.08]

Grace: That's not a compliment! A compliment is 'you're sexy', 'you turn me on', not 'one look at you proves I'm a queer!

Three's a Crowd, Six Is a Freak Show [3.09]

Karen: HEY PREGGO, WHAT YOU NEVER SEEN HERPES BEFORE?!

Coffee and Commitment [3.10]

Jack: Hey friends, lovers, mothers, and other strangers you are never going to believe what happened to me. [trips] Oh my God, did you see that? I almost did a half-nelson, I almost bruised my delicates, my delicates, my domo arigatos, mister tomatoes. [takes a drink of ice coffee and pulls out a second ice coffee from inside a bad] Huge news! I have met, are you ready for this, mister right. Well, mister right now anyway, ba-dum-dum, good night folks, I’m here all week! Jack 2000! [takes another sip of ice coffee] He works over at the Jumpin’ Java. You know, that coffee shop over on 72nd and his name is Paul and he is cute with a capital Q! And the busier it gets, the hotter he gets and the hotter he gets, the sweatier he gets, and the sweatier he gets….I forgot where I am going with this, but, the point is [takes another sip] me likey he and he likey me and the best part is shazam he gives me free ice coffee every time I go in which is every hour on the hour and thank you very much and occasionally on the half hour. Ba-da-da-da-da-da! [blows raspberry]


Karen: Don't Worry Jackie, I'll kick coffee too! I'll just have to get used to drinking my Bailey's Straight. It'll still be the best part of waking up!


Will: What are you dressed for? Open-heart surgery?

Swimming Pools...Movie Stars [3.11]

Grace: Oh, my God. I know this apartment. You'll never guess whose it is. You're gonna die.
Will: We're all gonna die, Grace. The important thing is what you do while you're here.


Karen: Hey, poodle. Love your scooter.
Jack: Thanks. Love your hooters.


Karen: Good Lord. I can't believe I'm at a public pool. Why doesn't somebody just pee directly on me?


Cheryl: Mrs. Walker? Cheryl Bricker-Fossberg, Taylor and Hayden's mom.
Karen: I have no idea what you just said.
Cheryl: I just want you to know I think you're awful. Your son Mason swam his heart out today, and all he wanted to do was share that joy with his family, but when he looked up in the bleachers for a familiar face, nothing. Not even a housekeeper. I find that appalling. [turns to walk away]
Karen: Oh, yeah? Well, I find stretch pants appalling, but I'm too much of a lady to mention it, fat ass.


Grace: Have you been eating my makeup?! Will, this lie is SO big, it involves paperwork and a notary.

Crazy in Love [3.12]

Grace: You said that money was no object.
Karen: Honey, that's just a saying, like, "Ooh, that sounds like fun," or, "I love you."


Karen: My mother's crazy. That's why I had her committed. Well, she's not crazy so much as she just bugged me. Heh. She's a bitch.


[after Will and Matt play a game of basketball]
Will: That was pretty good. Oh, yeah. You know, I was a little rusty at first--
Matt: But then you warmed up and you just plain sucked.
Will: Hey! That's--that's not fair. I--I beat that one guy.
Matt: He was four.
Will: He was seven if he was a day!


Will: Ok, basketball's not my game.
Matt: Yeah, I kind of suspected that when I suggested a game of Horse and you got down on all fours.
Will: I knew that sounded too good to be true.
Matt: Look, you don't have to pretend to like sports for me.
Will: Yes, I do. It's why you broke up with your last boyfriend, isn't it?
Matt: Do you really think I'm that shallow? I broke up with him because he was poor. I'm kidding! I'm kidding. We were just different. I like foreign movies. He liked foreign men.

My Uncle the Car [3.14]

[Trying to start up her Uncle Jerry's old car]
Grace: OK, here we go.
[Grace tries to start the car, but it just clicks]
Grace: That's weird. Will, what do you think is wrong?
Karen: Oh my God. She just asked a fairy an engine question. We're all gonna die in this car!
Will: Karen, you're not going to die. It would take a silver bullet and a wooden stake to do that.


Sister Louise: My family dropped me off at a convent when I was three. Yeah, they told me that I was going to the zoo. I was so excited, they dressed me up, gave me a lollipop. All I wanted to do was see the peniguns. Ironic, isn`t it?

Cheaters, Part I [3.15]

Karen: You wouldn't happen to have a breath mint, would you?
Lady: Why, yes, I do. It's in my purse.
Karen: Well, pop it! It's not doing you any good in there!
Lady: How offensive!
Karen: Honey, it's your breath, not mine.


Karen: Honey, how can you drink straight orange juice first thing in the morning?

Mad Dogs and Average Men [3.16]

Grace: Wow, is it me, or are you hot in here? [laughs nervously] Oh, God, I hate myself...


Karen: Oh, he's my nephew.
Grace: Your nephew? You're an aunt?
Karen: You know, I do have a family.
Grace: I know. I just always imagined they lived in pods somewhere in your boiler room...and they only came out at night to race from village to village stealing people's essences.
Karen: Oh, honey...I don't have a boiler room.


Grace: Sumner, hi. If you're looking for your Aunt Karen, she's not here. She doesn't work on days that end with..."day."


Karen: He's my nephew, and I love him like a son of a bitch! And I mean that literally. Stan's sister's a bitch.


Karen: Well, don't let it go to your head. Your hair's already such a disaster that the Red Cross wouldn't give it coffee! Ah! Ha ha! Ha ha!

Poker? I Don't Even Like Her [3.17]

Karen: So, how they hangin', honey?
Candy: Well, thanks to Dr. Kipper, three inches higher. Listen. As much as I'd love to stay here sweatin' with the oldies, I'm getting a little woozy from the booze-y seeping from your enlarged pores.
Karen: Oh, honey, they're not enlarged. They're just in shock over that hair color.

The Young and the Tactless [3.19]

Will: Hide the crucifixes. Beelzebooze is here.
Karen: Ha ha. Oh, honey. I got a fake laugh with your name all over it.

Last of the Really Odd Lovers [3.21]

Val: I'm wearing your dirty bathwater in a vial around my neck.
Jack: Okay. Time to go psycho!

Sons and Lovers [3.22]

Will: He's using my new Chantal sauté pan with a metal-edged spatula. There is no way a crêpe is ever going to slide off that again.
Grace: Wow, you are more gay before 9 a.m. than most people are all day.

The Third Wheel Gets the Grace [4.01]

Will: [in bed with Grace] How's Nathan?
Grace: Mmm...in a word...Bootylicious. Ah, it's so good. And the sex...
Will: He likes it, doesn't he?
Grace: He does.
Will: Even though you're a girl.
Grace: I know, crazy, isn't it? And he does this thing...
Nathan: [Pops out from under blanket] Guys, Bootylicious is in the room.


Grace: Um, I'm sorry. Uh, I sort of promised Will that we were gonna do mannies and peddies this morning. You want to come?
Nathan: Hm. What's the use? I sit for an hour, and then the second I take my keys out of my purse, my tips are shot to hell.


Karen: I've got drinks piling up on my desk and a stack of pills I have even opened yet!


Grace: You and I, we have to stay focused. You know how sharks are eating machines? We are shopping machines. That means all we do is shop, and poop. Shop, and poop. Got it? So what are we going to do now?
Nathan: God, I hope it's shop.


Karen: I have been standing around here all day with these low-end discount-shopping freaks.
[Woman in yellow blouse looks at Karen.]
Karen: Oh, not you, honey. You're perfection. But I'd rethink the yellow. It's making you look a little "hepi b."

Past and Presents [4.02]

Grace: You sure you don't want me to stick around in case Kevin comes back? You know I'm a good biter. I once bit a jump rope in half.
Will: Why?
Grace: What do you mean, "why"?!


Grace: Congratulations. [Points at Karen's pin] I see they're finally giving out medals for evil.


Karen: Honey, you're a little close.
Grace: I'm going to kick your ass.
Karen: Well, why, honey? What did I do?
Grace: You trumped my gift...the first gift...the gift he'll always remember. And because of that, I'm going to kick your ass.
Karen: Honey, you're scaring me a little bit.
Grace: I'm a little scared, too, Karen, 'cause I have never been so overwhelmed with the desire to kick your ass.
[Karen points behind Grace.]
Karen: Look, honey, it's an attractive gay man!


Nathan: Ahh, there's nothing like hoppin' on your hog first thing in the morning and riding it 'til your butt gets tired.
Jack: You're preaching to the choir, ok?


Karen: Why, Grace Alden, I can't believe what I'm hearing.
Grace: Adler. My last name is Adler.
Karen: Oh, that's pretty.

Crouching Father, Hidden Husband [4.03]

Will: Let me try to explain this in terms you'll understand. I'm tequila. [Will picks up small bottles on Karen's desk.]
Karen: Oh, I'm liking this story better already!
Will: These are my friends gin, vodka, and scotch. [Scottish accent] Hello, Karen!
Karen: Hiya, kids.
Will: Now. You got an emergency. You want a bloody mary. You've poured yourself a thimble of tomato juice. Who you gonna call? Me? Tequila?
Karen: What is this crazy talk? I want my vodka!
Will: Exactly. So from now on, you only call tequila when you have a legal problem.
Karen: Ok, I get it now. You're comin' in loud and queer!


Elliot: I don't know. Maybe cause he's gay.
Nancy: He is? One of my moms is gay!
Elliot: Really?
Nancy: Yeah, but she's not a good dancer. She built our house, though.


Jack: There's my boy. Dancing with a girl.
Grace: Wanna dance with a girl?
Jack: Sure. Do you?
Grace: Sure.
[Jack and Grace dance.]

Prison Blues [4.04]

Grace: Oh my God, look at me! I'm wearing a scarf to go to prison. I might as well be wearing a big sign that says, "Strangle me!!"


Guard: Name, please?
Karen: Karen Walker. I'm Stanley Walker's wife.
Guard: Excuse me?
Karen: [shouts] I'm his bitch! Ok? Is that what you want to hear? I'm Stanley Walker's bitch! And I'm his one and only, just in case you pervs get any ideas during those lonely nights at lockdown--
Guard: Ma'am, I just couldn't hear what you said.
Karen: Oh.


[Anthony Dukane from Channel 3 News is interviewing Will on videocamera]
Anthony Dukane: Mr. Truman, do you think your client was treated more or less fairly because of his wealth and status?
Will: Um...the--the status of Mr. Wacker...Whitman! Waxer!
Anthony Dukane: Walker
Will: Walker, thank you! [giggles] Um...buoy buoy...the..the answer to your question is...is, uh, Mr. Guilter's walk...[laughs and mumbles "Mr. Guilter's walk" under breath] Mr. Guilter's alleged walk...Wait, what I'm...What I'm trying to say is, yes, he's rich, he's very rich, but that doesn't mean he's...he's poor. Hoozie boyzie ho....
Will: [to Jack] Uh, what did I just say?
Jack: Hoozie boyzie ho.


Karen: Hey. How about bringing the volume down to foghorn level?
Rosario: Up yours, Count Drunkula.


Jack: How sorry am I? "S" is for how very sad you make me feel. "O" is for, oh, how very bad you make me feel. "R" is for how wrong you make me feel.
Zandra: And the other "R" is for how rotten you are. Get off. Get off the stage! I don't want to even look at you anymore.

Loose Lips Sink Relationships [4.05]

Grace: Uhhh...I had sex with 23 people. Does that seem like a lot or a little?
Jack: A little
Will: A lot!
Karen: Oh honey, everything I say about you behind your back is true!
Grace: Hey, no, no, no. No judgments. We're just having a healthy discussion. We're not here to shame anyone. Sweetie what was your number?
Nathan: 5
Grace: Oh my God, how embarrassing.


Jack: Well, look, um...thrilled to be here, love you, love everything about you, thinking about being you for Halloween.


Grace: Karen...I wanna ask you something, but it's really personal, and I'm afraid you're gonna be insensitive.
Karen: Oh, honey. That makes me feel bad, try me!
Grace: Ok. Do you think it's weird that I've had more partners but less actual sex than Nathan?
Karen: No. No, honey! That just means that people like having sex with Nathan and they don't like having sex with you!
Grace: I can't believe I hesitated to ask you about that.
Karen: Oh relax, honey I didn't mean it like that, of course I didn't! Listen to me! I just meant that people don't like having sex with you, ok?

Bed, Bath, and Beyond [4.07]

Will: Thank God she hasn't broken out the slides yet.
Jack: Ohh, thank God is right!
Will: You know about the slides?
Jack: No, I just assumed it had something to do with her womanity so I thought we'd just skate right past it
Will: No. Slides of Grace as a kid. Whenever she hits a real low point she breaks out the slide projector and spends a few days trying to figure out where it all went wrong.
Jack: I'd say it was the day she became a gay man and fell in love with you.


[Jack is trying to make Grace cry]
Grace: Will, please make it stop. Shake a can of pennies at it.


Karen: Hi girls, how's Grace?
Will: Bad.
Karen: How bad?
Will: Mariah Carey in Glitter.
Karen: Hi honey, whatcha doing?
Grace: Just reading some old letters Nathan wrote me. Listen to this one, it's beautiful. "We...we need milk!!" [starts sobbing] I mean, how sweet is it to remind me to get milk?
Karen: Well, I...never understood the mating rituals of the poor, but... but it...it sounds nice.
Grace: This shoulda worked out, Karen.
Karen: Oh, coulda, shoulda, Prada, honey!


Rosario: You better watch it, lady, 'cause the next time you take a bath, it'll be rub-a-dub-dub I dropped a blender in the tub.


[Looking at slides of herself]
Grace: This is me as a little girl. Look at that big, goofy smile. STUPID IDIOT, OPEN YOUR EYES, NO ONE'S EVER GONNA LOVE YOU!!

Star-Spangled Banter [4.08]

Grace: If you were any gayer, you'd be Elton John's fanny pack.

Moveable Feast [4.09]

Karen: So, how'd you hurt your back? Running away from good taste?


Will: I'm hungry.
Grace: I'm thirsty.
Karen: I could hump a tree.

Stakin' Care of Business [4.10]

Will: It was winter. He didn't have any heat in his apartment, and we were lying there, and he said, "Will, I'm cold, would you...cuddle me bum?


Karen: Oh, honey. You have a dream. You know, I had a dream too. To be rich and beautiful and have a great body. Oh look, my dream came true!


Jack: I couldn't help overhearing...because I was standing here listening...


Karen: Because...Karen Walker helps people. You know, I was just a scared single mom working in a factory, trying to put food on the table, but when I heard about the barbaric conditions in our workplace, I knew something had to be done. I didn't even care how management was gonna brutalize me. No. I stood up on that table, I rang that bell, and I said 'Union! Union! Union!'

Jingle Balls [4.11]

Will: It's a new relationship. It's very fragile. It's like in 7th-grade science class, you know, when we had to grow that little bean in a cup?
Grace: I don't know. I was still trying to grow breasts.
Will: You'd wait for it to sprout, then you bring it out into the light, and it would grow into a great big bean stalk?
Grace: So what are you saying, Robert's a giant? He's freakishly tall?
Will: Are you having your stroke in installments?


Jack: Here we are. I'm designing a Barney's window. Oh, Karen, I feel so artistic. Gosh, I have so many ideas, I could just pee!
Karen: Oh, honey, you're a regular Leonardo.
Jack: You know, even with the extra L.B.'s, he's still my favorite actor.
Karen: And I really think that this window is gonna be your Titanic.
Jack: Thank you, Karen.


Grace: So I repeated the joke. When you discovered "Hold me closer, Tony Danza," you rode that till the wheels fell off.


Karen: I've been on Dasher, on Dancer, on Prancer, on Vixen, on Comet, on Cupid, on Donner, but not on Blitzen. He likes to watch, ok?!


Karen: Grace! It's Christmas, for goodness sake! Think about the baby Jesus. Up in that tower, letting his hair down so that the three wise men can climb up and spin the dreidel and see if there's six more weeks of winter.

Grace in the Hole [4.13]

Will: Jack, this isn't like the pound where you can take home the one that wags his tail at you... Or some gay bar where you can... take home the one that wags his tail at you.


Will: Oh, Grace. You're dating a convict? Does it come to this?
Grace: He's not a convict. He is just some guy who did some white collar real estate thing and needs to be behind bars for a little while until he learns his lesson.
Will: Oh. Hey, he wouldn't happen to have a brother who's not gay but likes to have sex with men, does he?


Karen: Well, as my cell mate, you'd be my bitch. You'd be subject to being molested at any time, day or night.


Jack: This is worse than prison. This is high school.


Jack: Ah, Karen... Beneath those big breasts beats a heart as big as those breasts. Do you want me to come with you?
Karen: No, honey. Like lovemaking, this is something best done by myself.

Dyeing Is Easy, Comedy Is Hard [4.14]

Jack: Hey, what's new? Oh, really? That's good, that's great, you guys work hard, you deserve it. What's new with me? Not too much. Looking good, smelling good. If I weren't so busy, I'd date myself!
Grace: Ok, I've read about this. You're never supposed to wake them.


Karen: Knock-knock. Anybody homo?
Jack: I am, I am!


Will: Yeah, you know what? You know when I said I was a professional tennis player, that was because...you know how you throw the word "professional" around like, like Heather Graham is a "professional" actress?


Bonnie: Yes, I am. I'm gay.
Jack: Prove it! Say something lesbianic.
Bonnie: Home Depot.
Jack: [gasps] k.d. lang, you are a lesbian!


Jack: Wow. Elliot has two gay parents. That's like... every kid's dream.

A Chorus Lie [4.15]

[Cell phone rings.]
Will: Jack, your ass is ringing.
Jack: That means a gay angel just got his wings.


Beverley: Oh, are you insinuating that handsome, handsome man you arrived with is your lover?
Karen: How dare you?! I love my husband! I would never dream of violating the sacred trust of our marriage by taking a lover! He's my whore.
Beverley: Ah! Your gigolo I don't believe you!
[Will walks in the room.]
Will: Well, I won't be getting any sleep tonight. It's as hard as a rock.


Jack: Uh, excuse me. As Aretha said to Gloria, Celine, Shania, and Mariah during Divas Live, "Are you trippin'? No one interrupts the Queen of Soul, bitch. Ok?"
Owen: Well, I believe she also said, "Hey, Cuba, Canada, cowgirl, Crazy, get out of my light and away from my snacks, bitch."


Jack: Why don't we start with some vocal exercises. [quickly] What gym do you go to? Why haven't I seen you in the clubs? And who have we slept with in common?
Owen: I work out at home. I'm allergic to smoke. And I'm in a long-term relationship with my high school boyfriend.
Jack: Name?
Owen: Ben.
Jack: I know him.
Owen: No, you don't.
Jack: How do you know?
Owen: He told me you don't.


[Grace pretends to trip and spills tea on her blouse.]
Grace: Oh! God! Darn! Look at that! I should take this off. It's not good to be wet too long. [pulls open her blouse] Oh! What am I doing?! Oh, wait a minute. You don't care. You're gay, right?
Owen: Oh, right. Right. I'm gay.
Grace: So you don't mind if I--[Grace takes off her top.]
Owen: No, I'm gay. You should definitely take your shirt off.
Grace: [Grace flaunts her bra in front of Owen's face] It's cute, right? Oh, I'm sorry. I'm making you uncomfortable.
Owen: No, no, no. I'm not uncomfortable. I'm gay. We love bras, right? That is a really, really good one. I mean, it is awesome! Uh, I mean, it's, uh, it's fantabulous.
Grace: Well, if you like that, you're gonna love the jeans. [puts her leg on top of Owen's lap] Touch 'em. It's ok. You know, 'cause you're gay.
Owen: Right. I mean, why should you care, you know? Whoop! My hand seems to be traveling up your thigh towards your, uh... Rockin' ass! Ahh, but who cares, right? Because I'm gay! So it's all right if I tell you you're beautiful and throw you down on this couch and make out with you fiercely, right?
Grace: Yep. Because you're gay, I should be on top. You know, you're a good kisser for a gay guy! And I've kissed a lot of gay guys!

Someone Old, Someplace New [4.16]

Will: We're constantly on top of each other. We have no privacy. Last night, I heard noises from your bedroom that sounded like a pig being tickled.
Grace: So, I snore a little. Well, you're a loud pee-er. I swear, it sounds like the last hour of The Perfect Storm in there.


Jack: Um, but you know, Karen, I'd love to include your mother in my "Project Queen-light." What institution is she in?
Karen: Oh. I was just kidding when I told you she was in the loony bin. Funny story, actually. She's dead.
Jack: Ha ha ha ha.... What's funny about that?
Karen: Well, she was alive, and now she's dead. Get it? Ha ha ha!


Jack: I met Karen's mother. She's not dead. She's a cocktail waitress. It turns out Karen's father died when she was seven. Oh, my God. Can you imagine what Karen looked like when she was seven years old? Cute little pumps, cute little martini, cute little pills. Ah-ha-ha. Anyway, from then on, they moved around a lot until Lois met a man, a ne'er-do-well named Bernie. Or was it Todd? I don't know. I can't remember, 'cause at that point I zoned out 'cause some real hot fireman came into the bar. Oh, his name was Todd. That's right. Hot Toddy. Hot Toddy. Hot Toddy. Anyway, what did I do with his number? Actually, when Karen was 16, her and her mother had some big falling-out, and Lois wouldn't tell me what it was, but I have a feeling Karen killed a man with her bare breasts. All this is in my movie. I smell sequel.
[Will pushes Jack out the door.]
Grace: Wow. Karen has a mother?


Rob: Sorry we're late. Traffic was ridiculous.
Ellen: Well, maybe if you had taken the tunnel like I told you to, instead of taking us on a scenic tour of murderville, we could've been here on time! I'm irritable, I'm fat, and I have to pee.
[Ellen goes into the bathroom.]
Grace: Wow. I forgot Ellen stopped coloring her hair. Is it weird that she's not a redhead anymore?
Rob: Yeah, yeah. It's weird she's not a lot of things anymore. Red-headed, fun, nice. I just don't think she likes me anymore, guys.
Will: Come on. Why do you say that?
Rob: Well, it's the little things she says, like, "I don't like you anymore, Rob!"


Will: [on tape] So, Karen, on this, the centennial of your birth, Jack wants me to wish you a happy birthday. I hope all your wishes come true, and when you do become Satan's mistress, don't you forget the little people.

Something Borrowed, Someone's Due [4.17]

Grace: Bill just said 2002 was the last palindrome year of our lifetime, and I laughed, and he looked at me weird. A palindrome is some kind of elephant, right?


Karen: My mother is a con artist, ok? I send her a check once a month to keep her out of my hair. Yeah, my entire childhood was spent traveling with her from town to town, running scams on people. Never settling down. Just when I'd make a friend, have 'em over for milk and cookies... Bam! It was time to move on.
Jack: Karen, that's shocking. You drank milk?
Karen: The last town we lived in, I fell in love with a boy. Heh. He had long blond hair, delicate features, soft skin... At least I think it was a boy. Well, anyway, I was in love. And he or she loved me. Until my mom scammed her, too. Then he left me. That was when I left home and never looked back.
Jack: Karen, this isn't something you can runaway from. It's not like a hotel bill or a crying baby.


Grace: Oh! Oh, do you have any catsup?
Will: Why, did you find another French fry in your pocket?


Lois:There are a lot of things I would like to do over-- I would send you to the proper schools, I would stay put, I would never have broken up you and what's his name. I mean, she was nice.
Karen: Yeah...she was. I miss him.

Cheatin' Trouble Blues [4.18]

George: Oh, by the way, Will, that guy that just made partner at my firm-- Brian. He's gay.
Will: Really? The Canadian guy?
George: Oh, jeez, that was it-- Canadian. He's gonna call ya anyway.


Karen: I'll never forget it. My fellow office workers and I were heading down to lunch, and, suddenly... The lights went out, the elevator dropped, and...Dennis Hopper said he would kill us all if his demands weren't met. I thank God Keanu Reeves was there to get us out. [cries.]
Jack: Karen, that wasn't you, that was the opening scene of Speed!
Karen: Oh. You know, that movie was not at all what was advertised. You think you're going to see a feel-good movie about amphetamines, and, suddenly, you're on a bus? Wh--?

Went to a Garden Potty [4.19]

Jack: Karen, what about me?! I could star in your commercial!
Karen: No...
Jack: I'm an actor! Do I need to remind you I almost just got that part in Seven Grooms for Seven Brothers? Till that damn 15th guy showed up.
Karen: Honey, this is not some trashy downtown skit where you flit around in tights performing for homeless men in cardboard RVs. We need a virile, hunky, straight actor.
Jack: Uh, hello! I could totally play straight!
Karen: Oh, honey, no one in the world would believe you're straight. You're as gay as a clutch purse on Tony night. You fell out of the gay tree hitting every gay branch on the way down. And you landed on a gay guy. And you did him. No, no, honey, your gayness can be seen from space. Why, you're so gay that--
[Jack grabs Karen, dips her and kisses her.]
Karen: And will you be needing your own trailer?


Jack: Oh, look! My ride's here, and it's a huff! I believe I'll leave in it!


Zandra: This better be good. You're taking time away from my slow, agonizing march toward death.


Zandra: You stupid little ass monkey!


Zandra: If I still smoked, I would take my Parliament and stick it in your eye! Oh, what the hell. I'm just gonna jab you with this dirty fork.

He Shoots, They Snore [4.20]

Jack: Ok, here's the scoop, Jackson. Elliot's got a basketball tournament in Connecticut this weekend. All the dads are going, but my boss Dorleen the Whore-leen is making me do inventory. So, will you take him? Please? I'll be up on Saturday. Please just say yes, I promise I won't ask for anything else again!
Will: Ok.
Jack: Damn you, Will! Damn your shiny, pointy face and your sarcastic quips!
Will: Hey, lord of the ring dings, I said I'd do it.
Jack: Oh. Sorry. I wasn't listening.


Will: Hey! Hey. It's, um, Ken, isn't it?
Ken: Yeah, yeah. Uh, this is Will. Uh, the guy I was telling you about.
Tim: Oh, so you're the gay guy.
Will: Yeah. Why, are you the torch-wielding villagers?


Will: Jack!
Jack: Don't Jack me!


Karen: Hi, what's going on? What's happening? What's the emergency?
Grace: I think I'm in trouble.
Karen: Well, you came to the right place. Here's what we're gonna do: We're gonna change your name, get you a new face, and ship you out of the country. Here's your passport.
Grace: [reading passport] "Rosario Salazar." This is your maid's.
Karen: She don't need it. She ain't going anywhere.


Jack: So one time, I was doing my big finale, Send in the Clowns. I went out on that big stage and I got so nervous I threw up twice. But the next night, I went back out on that stage, I summoned up my courage, and I only threw up a little. In my mouth.

Wedding Balls [4.21]

Jack: So, let me get this gay...


[Karen is showing Jack a card trick]
Karen: Is this your card? [Holds up a card]
Jack: No.
Karen: Is this your card? [Holds up another card]
Jack: No.
Karen: Is this your card? [Holds up another card]
Jack: No.
Karen: Is this your card? [Holds up another card]
Jack: No.
Karen: Is this your card? [Holds up another card]
Jack: I can't remember.
Karen: Tada!
Jack: That is so freaky, Karen. How did you do that?
Karen: Oh, sorry, honey. A magician, like a prostitute, never reveals her tricks.


Jack: What, you couldn't go find a real person to hang out with, so you get Karen?


Jack: Yes, sir, I have a question. Why does your book tear people apart?
Rita: I don't think it does.
Jack: I think it does. [yelling] Maude!
Rita: Maybe you could be a little more specific in your analysis.
Jack: Oh, don't try to confuse us by speaking French.

Fagel Attraction [4.22]

Will: Anyway, I turned around to pick up my order and when I looked back, my laptop was gone.
Grace: It was so pretty. Titanium. It went with everything he has.
Will: Hmm. It made me look thin and tall. It had all of my work on it, all of my memos, my briefs... all of my e-mail!
Grace: Sweetie, calm down. It’s just a thing. No object is that important.
Will: It had your DVD in it.
Grace: Not Bring It On?!


Grace: I hate her. I hate Val. I hate her. I hate Val, and I'm the kind of person who doesn't hate anyone!
Karen: You hate your sister.
Grace: Well, she's hateful! But besides her, I don't hate anyone.
Karen: You hate your doorman.
Grace: Well, he calls me "kiddo" and clicks. [Clicks her tongue] Besides my doorman and my sister, I don't hate anyone.
Karen: You hate Teri Hatcher.
Grace: Oh, who doesn't?!


Gavin: You got a set of eyes like two inviting pools of chocolate pudding.


Will: Hey, that guy looks suspicious. He's in a gay bar eating a hot dog without any irony.

Hocus Focus [4.23]

Karen: Honey, you say potato, I say vodka.


Jack: You don't get to have ideas. This show is called "That Old Jack Magic," not "That Old Assistant's Magic."
Karen: Oh! Old?! Well, how do you know that? There are parts of me that were just a twinkle in a scientist's eye three weeks ago. Besides, I was just trying to help.
Jack: You wanna help? Then remember your place. You're the assistant...and let's not forget where that word comes from-- Latin, meaning "ass of an ant." So keep your ideas to yourself and assist. It shouldn't be that hard. It's what you do. Get it?
[Jack leaves the room.]
Karen: I'm gonna be so mad when my mood elevators wear off.


Will: Since when are you afraid to tell people what you think? You walked right up to Kevin Spacey and told him he owed you 9 bucks for K-PAX. I think it went something like this: "Hey, Spacey! Pay it forward!"

A Buncha White Chicks Sittin' Around Talkin [4.24]

Karen: You know what else is incredibly sad? Poor people with big dreams. Actually, that's not so much sad as it is incredibly funny.


Karen: Hey! I'm gonna boink my fat husband in prison.


Karen: They don't even let you turn the lights out. I can't have sex with Stan if I can see him! How am I supposed to have a conjugal watchin' that con jiggle?!


Grace: I wanna travel the world. Anywhere. Everywhere. You know, as long as it's clean and they speak English and it's safe.
Will: You've just narrowed your world travel plans down to Denver.


Karen: [Talking to security camera.] So you're really going to watch us have sex? Well, honey, it isn't going to be pretty. The good news is, it isn't going to be long either. And it should be pretty quick, too. [laughs] I like you.

A.I.: Artificial Insemination [4.25]

Grace: Ok, now, before you start judging and saying things like, "he's gay," and, "that's weird," and, "you're so flat that Will's gonna have to breast feed..." you should know that we are very serious about this.
Karen: Well, of course you are. [laughs] Breast feed. I'm funny...


Grace: Please tell me that you didn't drink your lunch yet.
Karen: Honey, I just got done drinking breakfast. You gotta give the liver a little time to digest!


Karen: Anastasia Beaverhousen. Anastasia, like Russian royalty. Beaverhousen, like... where the beaver live.


Cher: You know, don't talk to me about rejection, ok? I mean, look how many times I've gone down in flames. Remember, I lost the Oscar for Moonstruck.
Jack: But you won the Oscar for Moonstruck!
Cher: And don't you forget it.


Lionel: Ahh, Ms. Beaverhousen. I came as soon as you called.
Karen: Oh, well...that's really none of my business, but I'm glad you could make it.

Boardroom and a Parked Place [5.06]

Karen: Oh. Hi, honey. Listen, you gotta talk to that shower head. He got a little fresh. I had to put him in his place. Well...[whispers] my place.

Dolls and Dolls [5.21]

Karen: [knocks on the washing machine glass] Where are the fish?
Jack: No, Karen. It is a laundry mat. People come here to clean their clothes, then they reuse them.
Karen: Why, poor people are just plain clever. I wonder, why they can't figure out a way to make more money?

23 [5.23]

Jack: Gosh, Grace, it was so sweet of you to cook Will and Karen dinner.
Grace: Well, you know, I just figured after a long day at the divorce hearing, it would be nice to come back to a home cooked meal.
Jack: You're so generous. I swear, if you weren't Jewish, you'd definitely go to heaven.
Grace: Thanks Jack, and if you weren't gay, you'd go there too.


Lorraine Finster: [whispering] Pssst. I'd like you to have all your things out by tomorrow morning, all right?
Karen: [whispering] Oh, okay. Oh, pssst. I'd like you to eat me.

Last Ex to Brooklyn [6.02]

Leo: What do you mean Will was better? He couldn't find a g-spot with Yahoo! Maps.
Karen and Jack: YAHOOOOOOOO!

Home Court Disadvantage [6.03]

Karen: I hate Leo. Yeah.
Grace: What?
Karen: Yep, hate him, hate him, hate him, hate him. He's dull, he's ugly, and he don't make me laugh.


Karen: Beverley Leslie with your pants so tight, won't you be my partner tonight?
Beverly: Ooh, I would be honored.
Leo: You think we can take 'em?
Grace: Please, between the two of us, we've got 8 feet on them.

A-Story, Bee-Story [6.05]

Jack: [After a gay spelling bee] The other guy couldn't get 'erect'...I, however, could.


Jack: Got anything written on your freakishly tinier boob?
Karen: It's only smaller when its scared.

A Gay/December Romance [6.12]

Karen: [When Grace ducks under the table to pick up the bowl of noodles she dropped] GRACE, PLEASE! A girl'll do anythin' to get a peek at my pie!

Ice Cream Balls [6.13]

Jack: Hey. I just got your message. You needed to see my ass and pee?
Will: I needed to see you A.S.A.P.

FYI: I hurt, too [7.01]

Grace: You know, the old Grace would have done this...
[Grace smacks her hand onto Jack's forehead.]
Grace: But now, I just have this new serenity thanks to Mr. Kabbalah.
Will: He's not a person! He's not like Mr. Peanut.
Jack: Uh, Mr. Peanut is not a person, Will.
Karen: He's a legume.

Dance Cards & Greeting Cards [7.16]

Jack (to Beverley Leslie): How do I put this delicately?... You are a raging 'MO yourself!.

From Queer to Eternity [7.22]

Karen:My catch-phrase is: "24 hours in a day, 24 beers in a case." You figure it out.

Friends With Benefits [7.23]

Karen: The only complaint you have is that the American Kennel Club hasn't recognized you as a breed yet!

Grace Expectations [8.16]

Jack: Hey, what's in the bag, fag?
Will: Oh. Muffins from James. Do you think it's weird that he got them by cutting in line, and then lying about need them for his dying mother?
Karen: No, not at all, honey. I mean, that's the same way we used to get bread and juice during the great depre--Eighties.

The Finale [8.23]

[Karen and Jack, both in bubble baths, chat on their phones.]
Jack: What's the story, drunken whore-y?
Karen: Well, we need to do something to get Will and Grace back together! Honey, it's been almost two years!
Jack: Well, why does it always fall on us to help those two?!
Karen: I know, Poodle. You know, sometimes it seems like our sole purpose in life is just to… serve Will and Grace.
Jack: Right… It's like, all people see when they look at us are the supporting players on the Will and Grace show!

Will

  • That's why I should never meet a legend. It's always disappointing, like the time I met Big Bird at the Ice Capades. Not so big.
    • To Ben Ducette when Will first meets him.

(Actually Episode 8, of season 2)

Karen

  • Oh, you must be poor.
  • Thats like saying Prada's are just shoes, or vodka is just a morning beverage!!!
  • Rosario : "Sorry I'm late, did I miss girls night?"
Karen: "Honey you missed "girls" night by about a hundred years"
  • That's just another one of those buzz words that people throw around that don't really mean anything like "maternal" or "addiction."
  • Honey, it's just an award they invented to keep gay men off the streets for a night.
    • Karen, talking to James Earl Jones about the Tony Awards
  • Time to pay the corkage fee, Crazy!
    • Karen to Molly Shannon's charachter at an AA meeting
  • Honey, I haven't slept since 1972, but thank you!
    • Karen, after Rosario tells her that she better sleep with one eye open that night as a threat.
  • Oh, sorry I'm late. I wanted to make sure I missed most of dinner.
    • Karen after she shows up late to Will's birthday dinner

Jack

  • Ladies and gentlemen… JACK McFARLAND!
  • Just Jack!
  • Jack TWO-THOUSAND!
    • promoting his various acting routines
  • Holy dirty apartment, Fatman! (Season 2, Episode 18 My Fair Maid-y"
  • Ladies and gentlemen, fresh from 45 minutes of butt-robics, I give you my ass!
  • There are no straight men, only men that haven't met Jack.
  • Heterosexuality, like the mid-west, is a state of mind

Dialogue

Will: Huh! Honey, I don't need your man. I got George Clooney.
Grace: Sorry, babe. He doesn't bat for your team.
Will: Well... He hasn't seen me pitch.

Unformatted

Karen: What's so great about a man anyway? All they do is manhandle your boobs and eat all the ham!


Will, Jack: We're here! We're queer! Give us a light beer!


Jack: [calming Grace down after she decides to start dating again after her divorce] Okay, okay, we get it! Attention hikers, all trails lead to Mount Grace!


Karen: HEY PREGGO, WHAT YOU NEVER SEEN HERPES BEFORE?!


Karen: Shouldn't you be in your tree making cookies?


[Grace asks Will which Lifetime movie is on]
Will: I'm Not Leaving Town Without My Daughter Because I Have a Brain Tumor, But Don't Hit Me, You Have a Drinking Problem.


Will: Does it hurt when you kiss your own ass while you bend over backwards?


Karen: Close your mouth, it looks like you're missing a chromosome!


Will: And you know what they say: if the hag hates you, the fag won't date you!


Will [as Mrs. Adler]: Honey, I'm just so thrilled about you and your little pillow store, but did I tell you the Schenectady Times said that my performance in Rent stole the show!
Grace: Well, I'm not surprised. I mean, look at you, Mom. You were born to play an adolescent struggling with homelessness and heroin addiction.


Karen: [After Will calls for Grace] Grace, the reason you're not in a relationship is on line one…


Karen: Honey, what's this? What's happening? What's going on here?


Grace: I don't think I've seen him this upset since they hired a female urologist at the free clinic.


Karen: Vodka, it's not just a breakfast drink anymore.


Karen: Oh… and one more thing… [hangs up phone]


Karen: Unless you're served in a frosted glass, you don't come within four feet of my lips!


Grace: Will, what is the point of having a gay best friend if you're not gonna dress me?


Karen: Husbands come and go, but the Chanel slingback is forever!


Rosario: I've got to tell you… I find these toilets that flush themselves very threatening.


Karen: That blouse hurts like a hangover.


Karen: Those shoes need to go back on the Mayflower.


Jack: Blahbity, bloo, blah, bley, touch me.


Will: I mean, who calls themselves "Psychic Sue"? It's like me calling myself "Lawyer Will" or you calling yourself "Designer Grace" or Jack calling himself "Jumping Ferret Jack".


Karen: After my body accepts your liver, I am through with you!


Karen: I brought party mix, complete with uppers, downers and candy corn. Just don't tell my doctor; he is trying to get me off sugar.
 
Quoternity
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