Grace Adler
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Quotes for
Grace Adler (Character)
from "Will & Grace" (1998)

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"Will & Grace: Pilot (#1.1)" (1998)
Grace Adler: Huh! Honey, I don't need your man. I got George Clooney.
Will Truman: Sorry, babe. He doesn't bat for your team.
Grace Adler: Well... He hasn't seen me pitch.

Will Truman: Another night alone with my clicker.
Grace Adler: Oh, is that what the kids are calling it?

Will Truman: [the scene cuts between the two apartments; Will is watching TV and talking to Grace on the phone] What are you doing?
Grace Adler: Hanging out.
Will Truman: Come over.
Grace Adler: Will, I can't.
Will Truman: Come on, Grace. You know you want to.
Grace Adler: Of course I want to, but...
Will Truman: It's going to be a good one. I can feel it.
Grace Adler: It's always good. Still...
Will Truman: You're not going to come over, you want me to, uh... talk you through it?
Grace Adler: It's tempting, but I think I'll watch ER here.
Will Truman: Another night alone with my clicker.
Grace Adler: Oh, is that what the kids are calling it? So, I went back to the sale today.
Will Truman: Yeah. Did you get that black, flowy thing?
Grace Adler: No, you were right. It's too "Stevie Nicks: The Heavy Years."
Will Truman: Eriq La Salle just smiled.
Grace Adler: Really?
Will Truman: No. Did you buy anything?
Grace Adler: Yeah. I got a great camisole.
Will Truman: Yeah? Sexy?
Danny: [Walking By] I'm going to sleep.
Grace Adler: Ask me in the morning.
Will Truman: Was that Danny?
Grace Adler: Yeah. Jealous?

Rob: [Playing $25,000 Pyramid] Go!
Will Truman: Ok, ok. Uh...
[Reading the Card]
Will Truman: Oh, driftwood. Uh... John Wayne. Your parents' marriage.
Grace Adler: Things that are dead.
Will Truman: Yes. Uh... my one night stand on Fire Island.
Grace Adler: Latin things!
Will Truman: Good. Uh... The postcard I sent you from Italy. Uh, "Everybody Hurts" by R.E.M
Grace Adler: Oh! Things that make you cry!
Will Truman: Yes. Um... Professor Gopnick's teeth...
Grace Adler: Things that are yellow!
Will Truman: Yes. And, uh... a cane. Uh, uh, a railing.
Grace Adler: Huh? No, come on, give me another clue!
Will Truman: Uh... each other.
Grace Adler: Things that you lean on!

Ellen: So, Will, have you seen Michael since you two broke up?
Will Truman: Uh...
Grace Adler: No, he hasn't, but I have. Michael's not doing well. He got fat, he's depressed, cheap haircuts, not good. Actually it's really sad.
Rob: What are you talking about? I just saw him. He looks great.
Grace Adler: Uh, Rob... you're dismissed.
Will Truman: Thanks for trying, sweetie.
Grace Adler: His haircut really was awful.

Will's Secretary - Ellen: [Over the Intercom]
Will's Secretary - Ellen: Will, it's Grace on line one.
Will's Secretary - Ellen: Hey.
Grace Adler: Can I stay at your apartment again tonight?
Will Truman: Of course. As long as you want. What are you doing?
Grace Adler: I'm looking for tissues.
Will Truman: Have your assistant get them for you.
Grace Adler: She's late again.
Will Truman: [Scoffs] Oh! Fire her already.
Grace Adler: I'm not going to fire Karen. Her social contacts keep my business afloat.
Will Truman: Why does she even work? I mean, isn't she worth, like, a gazillion dollars?
Grace Adler: She feels working keeps her down to earth.

Will Truman: [Knock at Door] Oh, no.
Jack McFarland: Hi, honey, I'm home. Oh, are we entertaining?
[to Rob and Ellen]
Jack McFarland: Welcome!
Will Truman: Jack, I meant to call you, but I...
Jack McFarland: Don't even - !
Grace Adler: Wait, wait. I can stay at Rob and Ellen's tonight.
Jack McFarland: No, you can't, Grace, because, apparently, you matter. How about that?

Karen Walker: All right, honey, here you go. Guilt, be gone!
Grace Adler: Karen, I don't want a check. I want assistance. I'm the boss. I give you checks.
Karen Walker: Yes, you do, honey, and I love them. I do. You know, I keep them all right here in this box.

Karen Walker: I'm serious, Grace, pick up the pace.
Grace Adler: I'm serious, Karen, pick up the phone.

Karen Walker: Well, that was a little harsh.
Grace Adler: Good!
Karen Walker: Uh, yes, yes, it is! He's a bad person. Very bad.

Patron #1 - -Henry: Hey, hey, hey, come on, you two, how's about a kiss?
Crowd: Oh, yeah! Yeah!
Crowd: Kiss! Kiss! Kiss! Kiss! Kiss! Kiss!
[Will kisses Grace]
Crowd: .
Grace Adler: Nothing? Anything?
Will Truman: Sorry. Nothing. Hmm.

Jack McFarland: Grace, did you know I was gay when you met me?
Grace Adler: My dog knew.

Jack: For your information, most people who 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.
Jack: Grace, when you first met me, did you know I was gay?
Grace: My dog knew.

"Will & Grace: Grace, Replaced (#1.18)" (1999)
Grace Adler: I don't like the way she's so chummy with your husband.
Karen Walker: Please don't refer to him as my husband.
Grace Adler: All right, fine. I don't like how chummy she is with your non-romantic life partner.
Karen Walker: Also bad, so please stop, ok? I'm glad he has a new friend, especially since I'm so busy.
Grace Adler: Your sexless lover!

Val Bassett: Aww... I like that little bra that you're wearing.
Grace Adler: Aww... and I liked your split-pea soup.
Val Bassett: Well, thanks.
Grace Adler: I got a little taste when you shoved my face in the rug.

Will Truman: [Grace and Val are rolling on the floor, fighting] Once again, girl-on-girl action, and it's totally lost on me. Hey. Hey! Gabrielle, Xena, break it up!
[Will pulls the two girls apart]
Will Truman: What is going on?
Grace Adler: She started it.
Val Bassett: You did.
Grace Adler: Nuh-uh!
Will Truman: Ok, ok! "Nuh-uh" was just uttered by an adult. You're both taking a time-out. Go to your corners. Go on.
Val Bassett: [to Grace] Bitch.
Grace Adler: [to Val] Psycho!

Karen Walker: Honey, you know, whenever I get stressed out, I always like to...
Grace Adler: [pause] You always like to what?
Karen Walker: 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! Ha ha ha ha! Oh... Whoo!
Grace Adler: Aww... You know, when you just said that?
Karen Walker: Yeah?
Grace Adler: You got the cutest little wrinkles right there.
[Pointing to Karen's face]
Karen Walker: What? Where?
[Looks in mirror]
Grace Adler: You feel that? That's stress.

Grace: [running by] Hi Jack. Bye Jack.
Jack: Dad, was that you?

Will Truman: [Grace and Val are having a fight on the floor] Ok girls break it up.
Grace Adler: [Grace kicks out and hits Will] Sorry.
Will Truman: [Will falls to the ground holding his groin] Oh! My globes! My precious globes!

"Will & Grace: Yours, Mine or Ours (#1.16)" (1999)
Peter: I'm going to take a rain check on the movie. This is what I get for moving to New York. And to clarify things, you're not my type.
Grace Adler: Wow. That was embarrassing.
Will Truman: Yeah. How do you feel?
Grace Adler: What do you mean, how do I feel?
Will Truman: Sweetie, you just got dumped.
Grace Adler: Oh, I don't think so. You got dumped. He's clearly gay.

Karen Walker: Sorry I'm late. My driver hit a pedestrian on 57th Street, and we had to stop and blah, blah, blah...
Grace Adler: Oh my god! Is he ok?
Karen Walker: Mmm, a little rattled, but he always gets like that when he hits someone.

Karen Walker: [About her driver] Grace, he is old and sweet and helpless. I can't just fire him because he's a raging incompetent. I mean, maybe you could, but not me.
Grace Adler: Karen, if that were true, we wouldn't be having this conversation.

Will: Did you eat salami today?
Grace: No. Did you wash your face with ugly soap?

Peter: You know, you have the most beautiful smile.
Grace: Oh, it's - it's a little crooked.
[smiles big]
Peter: Now, so was Audrey Hepburn's.
Grace: Oh, come on now. I hate my smile.
[smiles bigger]
Will: Well, then, stop smiling.

"Will & Grace: William, Tell (#1.6)" (1998)
Will Truman: Grace, where are you?
Grace Adler: It's a SECRET! Now tell me, how does that make you feel?
Will Truman: Like a sorority girl in a bad slasher movie. Where are you?
Grace Adler: Let's just put it this way;
[in low, creepy voice]
Grace Adler: The call is coming from inside the house.
[Will sees Grace at the coat check]
Will Truman: Grace, you cannot be here right now. Go home!
Grace Adler: No.
Will Truman: Go home.
Grace Adler: No.
Will Truman: Go.
Grace Adler: No.
[Will angrilly ends the phone call]
Will Truman: [to Host] Excuse me.
Host: Yes?
Will Truman: Would you mind having that crazed red-head removed? Listen to me, I'm Ricky Ricardo!
Host: I'll take care of it Mr. Ricardo.

Grace Adler: You're trying to bulk up?
Will Truman: No, it's a... dietary supplement.
Grace Adler: No it's not...
[Austrian Accent]
Grace Adler: You want zah big arms so you can get zah big mens and lure zem into your den of zum-zum.
Will Truman: Ok. Thank you very much. That'll be enough, Grace.
Grace Adler: Oh, my god, what's happening?
Will Truman: What?
Grace Adler: Your buttons are popping. Your shirt is ripping. You're hulking up, You're turning green.
Grace Adler: Aah!
Will Truman: Ok, thank you. Excuse me, this happens to be good for you.
[Reading Label]
Will Truman: Oh, my god. It says it also grows breast tissue. You want to give it a try?

Grace: So, what could it be 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!

[about Will]
Grace: Oh, my God, he's on drugs. He's doing drugs. Without me. Not that I do drugs, but I'd like to be asked.
Jack: You know what else he wouldn't tell us. If he's sick. What if he needs a kidney. Oh, God, he needs a kidney. Not that I'd give him one, but I'd like to be asked.

Grace Adler: [a delivery man arrives at her office] Oh, you want to be useful? Help the man standing behind you with the big package.
Jack McFarland: Grace, don't tease me.

"Will & Grace: Secrets and Lays (#1.17)" (1999)
Grace Adler: You look good.
Campbell: You look really good.
Grace Adler: I can't believe you're here.
Karen Walker: [To Grace] Honey, Campbell brought the wood in... Looks like he'll be leaving with it too.

Grace Adler: [After Karen throws her keys to Jack and Will and they don't catch them.] Karen, the gays don't catch.

Will Truman: Allow me, to go hunt and gather for the womenfolk.
Grace Adler: Jack, don't you think it would be nice if you went with Will so that he didn't have to be alone?
Jack McFarland: [Reluctantly] OK.
Will Truman: Very well, I will hunt and gather with our womenfolk.

Grace Adler: Your cook's name is "Cook"?
Karen Walker: 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 damn eggs... Paul!" Paul. Oh god, Paul is dead? Now who the hell is going to cook for us?!
Will Truman: I guess this concludes the mourning period.

Grace Adler: I'm going to bed
[To Jack]
Grace Adler: And by the way it looks like Dr. Zhivago threw up on you.

"Will & Grace: My Fair Maid-y (#1.12)" (1999)
Will Truman: Look, you're being ridiculous. She didn't do anything, except go "aah!"
Grace Adler: Oh, don't you dare mock the "aah!"
Will Truman: I have no connection to the "aah!"
Grace Adler: You resent the "aah!" You fear the "aah!"

Will Truman: Peace, oneness. Ohmmmmmmm!
Grace Adler: Thank you. Ohmmmmmmm!
Will Truman: Let's go hommmmmme.
Grace Adler: Why hommmmmmme?
Will Truman: There's a rock in my bummmmmmm!
Grace Adler: At least it's not your thummmmmmb!
Will Truman: Now it's going nummmmmmmb!

Grace Adler: You know, Mary Poppins got the same message across, but she did it in a nice little musical number. You're like... you're like a spoonful of whup-ass

Grace Adler: You know, I can't... There's no... It won't... I'm sleeping... Wake me... NEVER!

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

"Will & Grace: Big Brother Is Coming: Part 1 (#1.14)" (1999)
Grace: You know what my Aunt Pescha would say if she were in this room right now?
Will: "Why the hell did my parents name me Pescha"?

Grace: Will, call your brother. Michael Corleone forgave Fredo, right?
Will Truman: Yeah, that was right before he had him taken out to the lake, and SHOT!
Grace: Yeah, but the important thing is that he forgave him.
Will Truman: No, I think the important thing to Fredo is, he GOT SHOT!

Grace: Hey, I've got some big news.
Will Truman: Yeah?
Grace: Remember when you selfishly bailed on me at the store and left me to buy a birthday present for you to give your friend?
Will Truman: Yeah, that was right after I thoughtfully split up the workload so you could make your manicure on time.
Grace: Yeah, it was right about that time. Anyway, thirty seconds after you left, Sam Truman walks up to me.
Karen Walker: Ooh! Old lover?
Will Truman: Sam Truman? My brother?
Karen Walker: So... no?

Grace: Will, he's here. You owe it to him.
Will Truman: I owe it...? He is the one who cut me out of his life! You know, he... he... he is the one that... that... that leaves the family Christmas at three when he knows I'm showing up at four. I have a nephew that I have never met. Do you know what that feels like?

[trying to repair their relationship, Grace invited Will's brother Sam to Jack's birthday party]
Grace: So you're just going to hide in here all night?
Will Truman: I'm not hiding. I thought Jack's party would be a good time to weed out my tie collection.
Grace: Will...
Will Truman: Pick the one you want to be strangled with.

"Will & Grace: The Unsinkable Mommy Adler (#1.13)" (1999)
Bobbi Adler: [Whispering] Honey, have you found yourself in a family way?
Karen Walker: Oh, no no no no. But I think I might be pregnant.
Grace Adler: [Walks into the apartment] Hi, sorry I'm late.
Karen Walker: Yeah, join the club.

Bobbi Adler: We think you should marry Will.
Grace Adler: Yeah, this would be us three months in. Hi honey, how was your day?
Will Truman: Fine.
Grace Adler: I'm having an affair.
Will Truman: Me too.
Grace Adler: His name is Donald.
Will Truman: Me too!

Grace: You need to find a better hobby than outing robots.

Grace: This would be us three weeks into marriage. 'Will, I'm having an affair'.
Will: 'Me too'.
Grace: 'His name's Donald'.
Will: 'Me too.'.

"Will & Grace: The Buying Game (#1.8)" (1998)
Jack McFarland: [Trying to get some guinea pigs for him to test his massaging on] I love people. As long as they're not hairy... or smelly... or have the dreaded 'backney'. Ew! Ok, I need some guinea pigs. Who's interested?
Will Truman: Smelly.
Grace Adler: Hairy.
[They both leave]
Jack McFarland: Thank you, friends.
[Jack looks at Karen]
Karen Walker: Backney.

Grace Adler: You know what? I'm sorry. I can't just turn it on and off like you. If you prick me, I bleed, and right now, I am bleeding because of a particularly unforgivable prick!

Grace Adler: [gradually coming unhinged as she explains how horrible her life is] 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!*"

Will Truman: Don't hate me.
Grace Adler: Don't talk to me.
Will Truman: I have to talk to you.
Grace Adler: I have to hate you.

"Will & Grace: Last Ex to Brooklyn (#6.2)" (2003)
Grace Adler: I have something special planned tomorrow night.
Jack McFarland, Karen Walker: Yay!
Grace Adler: Leo and I are having dinner.
Jack McFarland, Karen Walker: Boo!
Grace Adler: His ex-girlfriend is also coming over.
Jack McFarland, Karen Walker: Yay!
Grace Adler: But I'm OK with that, so there's not going to be any drama.
Jack McFarland, Karen Walker: Boo!

Grace Adler: How could I fall in love with your kebabs? I've never had them. Diane had your kebabs, but apparently I wasn't good enough for your kebabs.
Leo Markus: Wait. Why do you care that Diane's had Will's kebabs, but you don't care that she's had mine and I've had hers?
Jack McFarland: Silly, Diane is a girl. She doesn't have kebabs. She has a ka-gina!
Karen Walker: And nice ka-tits.

Grace Adler: I'm not jealous. And I'll tell you why I'm jealous. Because I'm not jealous!
Leo Markus: You're not making any sense.
Grace Adler: Oh and all of a sudden you're the president of things that make sense?

Grace Adler: I'm not mad. And I'll tell you why I'm mad. Because I'm not mad!
Will Truman: You're not making any sense.
Grace Adler: Oh and all of a sudden you're the vice-president of things that make sense?
Will Truman: Why vice-president?
Grace Adler: Because, Leo's president. Deal with it.

"Will & Grace: To Serve and Disinfect (#2.6)" (1999)
Karen: What's going on? What's this? What's with the video? What are you watching?
Grace Adler: Oh, just a little something I like to call 'the feel good movie of my life'.
Karen: Oh God, did you rent Pretty Woman again? Face it Grace, the only things you and Julia Roberts have in common are horse teeth and bad taste in men.

Grace Adler: You would not believe the day I had.
Will Truman: No, no, no. whatever it is, I guarantee I can top it.
Grace Adler: Okay. You open.
Will Truman: Cater waitering for Jack at the Waldorf Astoria.
Grace Adler: Good open. But I see your Waldorf and raise you hunting for porn all over Manhattan.
Will Truman: Running into law school classmates while serving them crab cakes.
Grace Adler: Getting groped in an adult video store by a former New York City mayor.
Will Truman: Enjoying an appetizer of potato and leek... and laxative soup.
Grace Adler: Oh, that's good. I don't know if I could...
Grace Adler: [pulling out Karen's movie] Oh, oh, oh, what's this? Oh, yes, yes, yes. Karen actually doing work.
Will Truman: Ah, no. Grace, that's not gonna do it.
Grace Adler: Let's just go to videotape, shall we?
[turns on the video. Again, only audio is heard]
Karen: Baby's made a mess. Dirty pig baby.
[whip cracks]
Will Truman: Oh, I fold.

Grace Adler: Just one question: is 'dirty little pig boy' the other white meat? Come on, spill it.
Karen: Well, I was just out of college, I was broke, it's the oldest story in the world. Boy meets girl, boy wants girl to do dominatrix film, girl says 'naked?', boy says yeah, girl says 'forget it'. Boy says 'okay, then just wear this rubber maid's uniform and beat the old man with a scrub brush', girl says 'how hard?'

Grace Adler: [revealing she knows about the fetish film Karen did] Karen. Something you want to tell me?
Karen: Uh, wasn't me.
Karen: [Grace plays more of the video, only audio is heard] What's going on honey? What's happening? Why aren't you licking that floor?
Karen: Okay, it is me, but it's not what you think!
Grace Adler: [holding up the video case] Really? Cause I think it's you in a maid's uniform whipping some old guy in a onesie. Am I wrong?

"Will & Grace: A New Lease on Life (#1.2)" (1998)
Grace Adler: Will, the Dodgers left Brooklyn in 1958.
Will Truman: Oh sweety, you know I don't follow the volleyball.

Grace Adler: I want to marry the one.
Karen Walker: And well you should, honey. How else are you going to get to the two and three?

Grace: I want to marry... "the one."
Karen: And well you should, honey. How else are you going to get to "the two" and "the three"?

Grace: [on why she should live with Will] The dry cleaner in your neighborhood calls me nice lady.
Will: He calls me nice lady.

"Will & Grace: Big Brother Is Coming: Part 2 (#1.15)" (1999)
Grace Adler: Look, the Jacobs had to cancel this morning, so I've rescheduled for tomorrow afternoon. Can you just call and nail down a time and make sure they don't need any...
[Karen is staring at Grace]
Grace Adler: What?
Karen Walker: You had sex.
Grace Adler: What? How did you... What... Is this out on video? I don't understand. How does everybody know?
Karen Walker: Every poker player has a tell. And, uh, speaking of poker, who was it, huh?
Grace Adler: No one you know, so just don't even...
Karen Walker: [Gasp] It was Sam!
Grace Adler: Oh, my god! No, you know what? I'm going before you figure out every detail of what happened last night.
Karen Walker: Honey, come on. There is no possible way I could know every detail. I only know it was twice!

Will: Grace, do you want to sleep with me?
Grace: I'm sorry, I don't sleep with gay men.
Will: Oh, see, that's the problem. I do.

Karen: You slept with Sam because he's the Will that will touch your boobies.
Grace: Are you implying that I had sex with Sam because he's the straight version of Will? Well, it just so happens that I had sex with Sam because he's cute...
Karen: Like Will
Grace: He's smart...
Karen: Like Will
Grace: He's funny...
Karen: Like... you think Will is.

Will: [learning Sam slept with Grace] How could you do this?
Sam Truman: You mean in general or in this particular situation?
Will: Don't joke.
Grace Adler: Will... Will, I am so sorry.
Sam Truman: It was an accident.
Will: An accident? Well, how... how does that work? "Oh, sorry, I slipped and fell. Over and over and over again"?

"Will & Grace: Head Case (#1.3)" (1998)
Grace Adler: Karen?
Karen Walker: Yeah?
Grace Adler: Why do you want to work for me?
Karen Walker: Well honey, because I adore you. And because I always work before I marry money... I joke, of course I mean Stan. I joke, of course I mean money! Hahahahaha...

Grace Adler: Karen the first three letters in assistant spell ass, so get off yours!

Karen Walker: Men hate change.
Grace Adler: Well, usually, you can't lump Will in with other men, he's...
Grace Adler: Oh, honey, come on, gay, straight, bi, Thai, they don't like change.
Grace Adler: What is that? Like an Upper East Side Haiku?

Grace Adler: We're just like fifty men and a mirrored ball away from being a gay disco.

"Will & Grace: Alley Cats (#1.21)" (1999)
Grace Adler: Well, if no one wants to play with me, then I'm just going to go to my room and play with myself. By myself. I meant by myself.

Grace Adler: Oh, oh, and by the way, once you let Jeannie out of the bottle, there's no way she's going back to that little circle couch.

Grace Adler: You can't control your competitive nature any more than I can.
Will Truman: That is...
Grace Adler: Yes, you, you just like to play the cool Will Truman while I'm all the intense crazy one. Well, once the bowling shoe is on the other foot, look who's the good cop and look who's the bad cop.
Will Truman: That is the worst mixed metaphor you have ever uttered.

"Will & Grace: Marry Me a Little (#5.8)" (2002)
Will Truman: Leo, great. And Grace, best of luck.
Grace Adler: Best of luck? Well thanks for coming to my Bat Mitzvah, Uncle Hochum! Have a safe drive back to Siaset!
Karen Walker: I don't know what half those words meant.
Jack McFarland: [nods] Me either.

Karen Walker: Honey, this is me you're talking to. Carol!
Karen Walker: Karen!
Grace Adler: Oh, that's pretty!

Bobbi Adler: so, Where are you kids going on your honeymoon?
Grace Adler: We haven't really talked about it yet.
Eleanor Markus: Oh! You should take her to your cabin.
Grace Adler: You have a cabin?
Leo Markus: Yeah, I go there to fish.
Grace Adler: You fish?
Leo Markus: Mm-hmm. I learned in Africa.
Grace Adler: You were in Africa?
Leo Markus: Yeah, when I was with Doctors Without Borders.
Grace Adler: You were with Doctors Without Borders?
Rosario Salazar: Have you two met?
Will Truman: Hey, hey. Let's give the newlyweds a break here. I'm sure they know all the important stuff. Like favorite song.
[Grace and Leo look blank]
Will Truman: Favorite movie.
[Blank looks again]
Will Truman: Birthdays? No? Ppf. Doesn't matter.
Eleanor Markus: Don't worry, Grace. Marvin will fill you in on all that stuff.
Grace Adler: That's right, Eleanor. Who's Marvin?
Leo Markus: [laughs] That'd be me.
Grace Adler: Your name is Marvin?
Leo Markus: [awkward smile] yeah, yeah. People always call me "Leo"... 'cause my name's Marvin.
Jack McFarland: [laughs with a mouthful of cake] You just married a guy, and you don't even know his name?
Grace Adler: I don't know your name?
Leo Markus: Come on, my first wife didn't have a problem with that. Huh?
Grace Adler: You were married before?

"Will & Grace: Lows in the Mid-Eighties (#3.8)" (2000)
Grace: [right after Will comes out] "Hindsight"? Is that one of your gay words?

Grace: [when her mom tells her that Will can't sleep in her room] Mom! This isn't fair!
Bobbi Adler: Well neither is my cottage cheese ass!
Grace: Why is that your answer to everything?

Grace: [as Karen is showing her breasts to a woman] Karen, what are you doing?
Karen: She started it.
Grace: Karen, she's breast feeding.
Karen: Oh... That would explain the little bald man.

"Will & Grace: Moveable Feast (#4.9)" (2001)
Karen: Wow. Those football players. Their asses are so high.
Will: I'm hungry.
Grace: I'm thirsty.
Karen: I could hump a tree.

Grace: Hey, are you really thinking about having sex with someone?
Karen: For god's sake, IT'S NOT GONNA BE WITH YOU!

Will: WASP dysfunction. Ya can't see it, ya can't talk about it, but ya know it's there.
Grace: Kind of like a fart in church.

"Will & Grace: Bed, Bath and Beyond (#4.7)" (2001)
Grace Adler: [Will interrupts as Jack is singing to a severely depressed Grace] Will, please make it stop, shake a jar of pennies at it!

Grace Adler: Look, I'm sorry, I'm not like all of you. Will, Micheal left you for another guy. He was the love of your life and you have to live every day knowing he's loving someone else. I couldn't do that, I'd die. Karen, your husband is in jail. The rock of your life and you don't know when he's coming back. If I were you, I'd be a wreck. And Jack. You're so resilient. You're an actor-singer that gets involved in a dozen different relationships and doesn't get emotionally invested in any of them. I wish I could do that but I can't. So please, just let me go back to bed and let me deal with this the only way I know how!

Karen: [Grace has left the bed] Grace, I like your hair. What do you call that style?
Grace Adler: Psycho chic. It was the style Anne Heche was sporting when they picked her up in L.A. last year.

"Will & Grace: Homo for the Holidays (#2.7)" (1999)
Grace: Ok, here's the Thanksgiving menu so far: apple pie, pumpkin pie, blueberry tart, and ice-cream roll. What am I missing?... Cake. We need cake.
Will: Did you take a bong hit before you wrote that?

Grace: Hmmm. 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?

"Will & Grace: Key Party (#7.5)" (2004)
[Vince is in the shower]
Grace Adler: [knocks] Vince, hurry up!
[to Will]
Grace Adler: Your boyfriend's been in the shower for 20 minutes. All the cops you could've dated, and you hook up with Dirty Mary?
Will Truman: Grace, he's a gay Catholic - he may never feel clean.

Grace Adler: You have had some lousy birthdays. Remember when we went to see James Taylor, and that drunk roadie peed on you?
Will Truman: Ironically, during "Shower the People".

"Will & Grace: Where There's a Will, There's No Way (#1.7)" (1998)
Karen Walker: Oh, honey, I think I found something to make you feel better.
Grace Adler: Oh, Karen, you didn't have to buy me clothes.
Karen Walker: Oh, I didn't, honey. These are to cheer me up. Yeah, you been bringing me down, lady.

Grace Adler: [Everyone has left. As Will cleans up, Grace waves a pair of white shorts on a stick from her bedroom door] I'm waving the white delicate. Can we be friends again?
Will Truman: Of course. Oh, and, uh, Gracie, the next time you're gonna offer me a truce, wave your own white delicates.
Grace Adler: Yours are prettier.

"Will & Grace: The Kid Stays Out of the Picture (#5.3)" (2002)
Grace Adler: Admit it. You're happiest when I'm miserable. I mean, come on. Isn't that our thing? Because then you don't have to look at how miserable you are.
Will Truman: Shut up, Grace!
Grace Adler: But I am not gonna be miserable for you. I am gonna try to be happy, and if you can't deal with that, then you are even more pathetic than I thought!
Will Truman: Get out of here.
Grace Adler: Go to hell!
Will Truman: I want you out of here in two weeks! You don't live here anymore.

[Grace is explaining to Karen about how bad her new boyfriend, Leo, kisses]
Karen: Honey, what is the problem? It was just a kiss.
Grace: Oh, no, no, no. You don't understand. It was a really good kiss.
Karen: [scoffs] Yeah! Show me.
Grace: No.
Karen: Show me!
Grace: No!
Karen: Come on. We're both stoned.
Grace: Forget it.
Karen: Shut up and show me.
[Grace grabs Karen and kisses her for 15 seconds]
Karen: Yeah, you're screwed.

"Will & Grace: Queens for a Day: Part 1 (#7.10)" (2004)
[the planned get-together for Thanksgiving with Vince's family has to be cancelled, and lately Grace has been having sex dreams]
Grace Adler: Great. No sex, and now no turkey.
Karen Walker: Well... either way, no stuffin' for you.

Will Truman: Apparently she's never liked any of his boyfriends, so I'm gonna take her for a day of shopping. Give her a whole "Pretty Woman" makeover, without spending more than $100
Grace Adler: Where you taking her shopping? Flint, Michigan?

"Will & Grace: An Old-Fashioned Piano Party (#3.18)" (2001)
Grace Adler, Larry: [Playing the piano and singing] Enough is enough, is enough, is enough, is enough, is enough...
Karen Walker: THAT'S ENOUGH!

Grace: Come on Jack, eat something. I got you this lavender cupcake.
Will: Yeah, with rainbow sprinkles, the color of our flag.

"Will & Grace: Love Plus One (#3.6)" (2000)
Grace: I mean, can you imagine me in a three-way?
[Will and Karen laugh]
Karen: Honey, I can barely imagine you in a two-way.
Grace: Come on, it's not outside the realm of possibility.
Will: Grace, I can see me in a three-way. I can see Karen in a two-way.
Karen: Oh, honey, every night with Stan is a three-way: him, me, and Johnny Walker Black. Just the three of us.
Will: But you're just not that girl.
Karen: [laughs] No way. No how.
Grace: Hey, I have been know to get a little crazy in the boudoir. Some might even call me... kinky.
[Will and Karen laugh hysterically]
Will: Sweetheart, people who are kinky never use the word "kinky".
Karen: And who the hell says "boudoir"? "Hey, look at me. I'm kinky, and I'm in the boudoir."

Grace: Nicholas, I'm so embarrassed. If I had known that kiss before was just a "hello" kiss, I would have used a lot less tongue. See, when you called, I thought you wanted to get together to do what we get together to do.
Nicholas: That's right.
Grace: But you have a girlfriend now.
Nicholas: That's right.
Grace: Okay, I guess I'm a little dense, because, I mean, you can't have sex with me and your girlfriend at the same time.
Nicholas: *That's* wrong.
Grace: [pauses] Oh. Oh, but...
[covers her mouth]
Grace: *Oh!*

"Will & Grace: The Honeymoon's Over (#5.10)" (2002)
Grace Adler: There was a bar *in the pool!* I swear, swimming any other way but drunk is just stupid!

Karen Walker: Can I have my maritini now?
Will Truman: No! No dessert!
Grace Adler: Will, she's hungry.
Will Truman: Tough! She's go to learn that there are consequences to her actions. So you are going to sit there, on this couch and look at Grace's honeymoon pictures!
Karen Walker: I HATE YOU!
Grace Adler: Roll one - my luggage!

"Will & Grace: The Big Vent (#1.10)" (1999)
Will Truman: Judy is ooey.
Grace Adler: Ooey is Judy?
Will Truman: Yes, it's... truey.

Will Truman: So now you're skipping work all together?
Grace Adler: I called in sick.
Will Truman: Called who? You're the boss.
Grace Adler: I know. It was a strange conversation. If I do it again, I'm gonna fire me.

"Will & Grace: Fear and Clothing (#3.2)" (2000)
Will: Ow!
Grace: 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?

Grace: [Jack and Will have left to investigate a burglary scare that has left Grace frantic, and Jack's boyfriend for the night comforts her] Oh, thank you. That feels nice. Who are you?
Mipanko: Mipanko - like the candy treat. And don't worry. Jack has a black belt in Tae Kwon Do. The Navy Seals, they train him for this sort of thing.
Grace: So you two are pretty close, huh?
Mipanko: As close as two men can get in eleven minutes.

"Will & Grace: Polk Defeats Truman (#2.5)" (1999)
Karen: He actually expects me to live on this.
Grace: Karen, I think you can learn to live on this. I mean Spain does.

[Grace is upset because she thinks Will is selling out to make more money]
Will: I'm just trying to do whatever it takes to make my business go from here
[holds his hand high]
Will: to here
[moves it lower]
Will: .
Grace: Yeah, and as a result, your morality has gone from here
Grace: to here
Grace: .
Will: It's funny. My interest in this conversation just went from here
Will: to here
Will: !
Grace: And your lips can go from here
[his mouth]
Grace: to here
[her butt]
Grace: .

"Will & Grace: Will Works Out (#1.19)" (1999)
Grace: Karen, maybe you should talk to your shrink about this.
Karen: [scoffs] My shrink? Honey, I only go to him for refills.

Karen: I didn't know there were actually people named Ira.
Grace: I don't know if there are people named Ira either, but that was his name.

"Will & Grace: Cowboys and Iranians (#8.17)" (2006)
Grace: Pam could you answer that?
Pam: Right after my smoke break.
Karen: So inappropriate... smoking in the office. Would anyone mind if I took my boob out?

Grace: Sometimes I wish I were a Republican. Then I wouldn't have to worry about anyone's feelings. The only thing I'd have to worry about is being indicted.

"Will & Grace: Crazy in Love (#3.12)" (2001)
Grace Adler: What are you doing?
Will Truman: Watching the Nicks game.
Grace Adler: Why? Did they get new cute boy cheerleaders?
Will Truman: Hey, I'm allowed to watch sports okay? Cos I'm a guy. That's what guys do. Now get me a beer.
[Grace looks away and back puzzled]
Will Truman: Who am I kidding? I want a spritzer. I'll never pull this off.
Grace Adler: What is happening to you?
Will Truman: I told Matt that I'm a sports nut. That I love watching sports, that I particularly love playing baseball and that I'm really good at it.
Grace Adler: How quick can you get out of town?
Will Truman: What should I do? Do you think I can fake my way through this?
[Grace carefully, slowly and exaggeratedly picks up an orange and high lobs it towards Will]
Will Truman: [Will watches it sail past and hit the floor without moving]
Grace Adler: I'd say no.

[Grace opens the door and sees the bare floor]
Grace Adler: Where's my paper?
[Mr Zamir leaves his apartment]
Grace Adler: Mr Zamir? Mr Zamir!
Mr. Zamir: I didn't take your paper.
Grace Adler: How did you know that's what I was going to ask you about?
Mr. Zamir: Every day I tell you I didn't take your paper.
Grace Adler: And every day you take it.
Mr. Zamir: You got me there.

"Will & Grace: Past and Presents (#4.2)" (2001)
Grace: [Grace and Nathan are fooling around in the office] Oh come on Karen, haven't you got a little... in the office?
Nathan: Yeah but at least she had the decency to be by herself
Karen: [laughing slightly] It's funny 'cause its true.

Grace: Hey, should we learn how to swing?
Will Truman: What do you mean, swing?
Grace: Dance.
Will Truman: Then, no.

"Will & Grace: Will on Ice (#1.11)" (1999)
Karen Walker: Oh Grace, I am your assistant. Now I may not be a whiz at the...
Grace Adler: Computer.
Karen Walker: Or know how to work the...
Grace Adler: Fax.
Karen Walker: But honey, I do know how to get where I need to be, now hand me the...
Grace Adler: Phone.
Karen Walker: Oh honey, I would've gotten that one!

Grace Adler: Ok. I don't think Jack likes me.
Will Truman: Ohh! What are you talking about? Jack loves you.
Grace Adler: No. Jack loves you. I came along with the deal. See, you're the hamburger, and I'm that little cup of coleslaw. You don't order it, but, pfft, there it is on the plate.

"Will & Grace: Star-Spangled Banter (#4.8)" (2001)
Ted Bowers: So, in conclusion, women in the home, force those foreigners to speak our language, and if God didn't want some people to be poor, he'd give them money.
Mr. Zamir: He is very good.
Grace Adler: And now... Let's hear from a real candidate. Ladies and gentlemen, Judy Green.
[Grace support Judy because she is Jewish, like Grace]
Judy Green: Thank you, Grace. Let me start by saying how gratifying it is to see so many white faces here tonight.
Grace Adler: [Grace is shocked] Goh!

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

"Will & Grace: A Chorus Lie (#4.15)" (2002)
Grace: Hey, I know I said it before, but I hate men. Here's an update, now they hate me. Just now in the grocery store I was flirting with that cute produce guy...
Grace: gave him the hair...
[Grace flips her hair]
Grace: the eyes...
[Grace gives a sexy stare]
Grace: the teeth.
[Grace smiles, showing her teeth]
Grace: He asked me if I needed something to keep me from swallowing my tongue.
Will: So you got dissed by some guy in the produce department, big deal.
Grace: Did I not mention what happened in the meat, dairy, and cutomer service departments.
Jack: Hey, H.R. Desperate-Stuff, stop trying to pick up guys in the grocery store, huh.
Grace: Did I not mention what also happened in the hardware store, drug store, liquor store, and Big Apple Circus.

Owen: Whoops, my hand seems to be traveling up your thigh towards your ROCKIN' ASS. But who cares right? Cause I'm gay. So it's all right if I tell you you're beautiful, throw you down on this couch and make out with you fiercely, right?
Grace: Yup, because you're gay, I should be on top.
[Start making out]
Grace: Ya know, you're a good kisser for a gay guy, and I've kissed a lot of gay guys.
[enter Jack with camera]
Jack: Got you, you sick straight bastard.
Grace: Jack get lost, I'm not done.

"Will & Grace: Swimming Pools... Movie Stars (#3.11)" (2001)
Will: Look at this. I'll bet Courtney Love has probably peed in this very toilet.
Grace: Or, at the very least, around it.

Jack McFarland: Toot toot! Heyyy!
Jack McFarland: Guess what I just got off of eBay?
Grace: I don't know what you got, but I know a scooter that just won a homosexual.
Jack McFarland: Oh, my God. You are so blah! I got this scooter, which happens to be autographed by Ricky Martin, the openly-Latino pop singing sensation. But the best part is, I outbid my arch-rival, Dr Dangerous, to get it.
Will: Dr Dangerous? Do Mr Thumb and Shrinkface know about this?
Jack McFarland: Dr Dangerous is his online screen name, and he and I always bid against the same things online, and he always wins, but that's about to change. Do you know why?
Will: Because we don't care?
Jack McFarland: No. Because I have this special online beeper. It lets me know immediately when someone outbids me. That's how I got this Ricky Martin scooter, and let me tell you something...
Will: Let me guess. It bangs, it bangs.

"Will & Grace: The Hospital Show (#2.17)" (2000)
Karen: It's Stan. He needs blood for a bypass. And... he needs it drawn slowly by a large pointy needle.
Grace: Um... Um, I - I - I - I doubt that - that I would even match. I've got - I've got a very rare blood type.
Karen: I'm sure it'll be fine.
Grace: What type do they need?
Karen: What type do you have?
Grace: What type do they need?
Karen: What type do you have?
Grace: Um, AB-negative.
Karen: That's the type they need.

[Grace has to get her blood drawn by a very young nurse]
Grace: Whoa, whoa, her? Isn't there someone who's a little more... experienced? Someone who didn't drive in on a Big Wheel?
Nurse Trainee Pittman: Oh, I don't drive. I keep taking the test over and over, but I'm all, "This is hard."

"Will & Grace: Christmas Break (#7.12)" (2004)
[Grace has broken Will's mother's Lladro figurine, and is panicked that she knows. Marilyn is on her way up to their apartment, and Will wants her to just lie]
Will: Grace. What are you worried about? You didn't do anything. Right?
Grace: Right.
Will: Right. So anything she has to say about the fate of her figurine is new information, and should be met with shock. Let's try it. Um...
[imitates his mother]
Will: Grace, my Lladro is broken!
Grace: [immediately] DEAR GOD, NO!
Will: [pause] Yeah, you're - you're *mildly* surprised, not being asked to give money to charity.

[Grace broke Marilyn's Lladro figurine at a party and hid it under her couch]
Marilyn Truman: I have some very sad news, Will. Fiona was cleaning after the party yesterday -
[starts crying]
Marilyn Truman: and she found Ouisan in pieces on the floor. Ouisan is dead, Will. She's dead!
Grace: Ouisan? Well, she sounds like someone who was ready to go anyway.
Marilyn Truman: She was a very rare Lladro figurine. And somebody broke her. Oh, I bet it was that Skippy Faber, the clumsy drunk. Grace, you were talking to her. Was she slurring?
Grace: Uh, a little. But I really couldn't tell 'cause she was...
[raises her arms stiffly]
Grace: stumbling around and waving her arms.
Marilyn Truman: I knew it! I am going to wait until April and pour bleach on her roses.
Will: Well, hey, that's something to look forward to.
Marilyn Truman: I'm just going to splash some cold water on my face, and then I'll be going.
[exits crying]
Will: [whispers to Grace] This is perfect! This is what happens when you keep your mouth shut. Skippy Faber takes the fall!
Grace: So, that's it? I just let Skippy hang for my crime?
Grace: Ah, she's German. We'll just call it even.

"Will & Grace: 23 (#5.23)" (2003)
Jack McFarland: If you weren't Jewish, you'd definitely be going to heaven.
Grace Adler: And if you weren't gay, you'd be there too.

Will Truman: To someone whom my second wife, Karen, always held in such regard and spoke of with great affection...
Grace Adler: Oh, my god, that's me.
Will Truman: Grape Antler.

"Will & Grace: Coffee & Commitment (#3.10)" (2001)
Karen: Hey, what's going on here? I'm sensing a mood.
Grace: Well, Will thinks that I'm taking advantage of...
Karen: - Yeah, save it honey. We'll crack it open later when we're desperate.

Will: It's always "Will and Grace." Will and Grace buy the present. Will and Grace do the speech. "We cordially invite Will and Grace." why don't they ever say "Will and guest"?
Grace: Well, who did you want to bring?
Will: I don't know! One of the Gap dancers, Aquaman, anyone!
Grace: Well, who's stopping you?
Will: You are! Because you're so content to play Mrs. Will Truman. I want a husband. I want someone who loves me, a-and a family. I want this, not this!
Grace: I do not know where you got the idea that I am your wife, but let me tell you something, if that's true, we've got big martial problems because Mrs. Truman's getting a lot of action on the side.

"Will & Grace: The Finale (#8.23)" (2006)
Grace: Jews and chicken; it's real and it's deep.

"Will & Grace: Girls, Interrupted (#2.20)" (2000)
[Will and Grace are in Val's apartment, looking for Grace's missing music box.]
[Val enters.]
Val Bassett: Hey?
Will Truman, Grace Adler: Surprise!
Val Bassett: What are you two doing here?
Grace Adler: Um, uh - we thought you had a gas leak.
Val Bassett: Then why did you yell, "Surprise"?
Will Truman: Well ... we didn't say it was a nice surprise.

"Will & Grace: The Rules of Engagement (#4.6)" (2001)
Grace Adler: So, how do I look? Would you say "Yes" if I asked you to marry me? Pretend you're straight.
Jack McFarland: Grace, I can not pretend I'm straight. I did that all through pre-school, I'm not about to go back.

"Will & Grace: Acting Out (#2.14)" (2000)
Karen: He should be killed
Grace: He happens to be the sweetest, most thoughtful, most sensitive guy I have ever gone out with. I think he's great.
Karen: He makes me wanna barf! I wanna kick him til he's dead, honey.

"Will & Grace: Dyeing Is Easy, Comedy Is Hard (#4.14)" (2002)
Jack McFarland: Hi, 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. Lookin' good, smellin' good. If I weren't so busy, I'd date myself.
Grace Adler: Ok, I read about this. You're never supposed to wake them.
Jack McFarland: What's new with my son, Elliot, you ask? Oh, boy...
Elliot: [he enters sporting a flashy outfit and a new, blond dye-job] Hey, how ya doing? I'll call ya - or not.

"Will & Grace: Boo! Humbug (#1.5)" (1998)
Will Truman: [after returning from trick or treating with Harlan's kids. His son is dressed as Nixon] Now wasn't that fun, kids? Oh, and Nixon, don't think I didn't see you steal that extra Abbazabba from the doorman at the Dakota.
Grace Adler: So much for not being a crook.

"Will & Grace: Election (#2.2)" (1999)
[Grace and Will are arguing about their lifestyles]
Will: You're about as Jewish as Melanie Griffith in A Stranger Among Us.
Grace: Well, you're about as gay as Tom Selleck in In and Out.
Will: I am plenty gay.
Grace: When was the last time you had same sex sex?
Will: I'm choosy.
Grace: Oh, you're straight, go watch a basketball game.

"Will & Grace: My Uncle the Car (#3.14)" (2001)
[Trying to start up her Uncle Jerry's old car]
Grace: Okay, here we go... 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.

"Will & Grace: Gypsies, Tramps and Weed (#3.7)" (2000)
Will Truman: What is that smell?
Grace Adler: Why do you always look at me when you say that?

"Will & Grace: Brothers, a Love Story (#3.13)" (2001)
Jack McFarland: I don't understand this. I mean, what's going on right now? What exactly are we watching?
Will Truman: This would be called a basketball game.
Jack McFarland: Uh huh, uh huh. And where is this all taking place?
Will Truman: That's Madison Square Garden.
Jack McFarland: That's a sports auditorium now?
Will Truman: It's the world's most famous sports arena. But I can see how that fact may have eluded you, given that your entire knowledge of sports consists of giggling every time you hear the word "balls".
Jack McFarland: Hee hee, hee hee. Gets me every time.
Jack McFarland: [later, Grace comes in] Grace, check it out. This is amazing. Tall, muscular lovelies in nothin' but short shorts and matching tank tops. Why would straight guys watch this?
Grace Adler: If I knew why straight guys did anything, do you think I'd be hanging out with you two homos?

"Will & Grace: Whose Mom Is It, Anyway? (#2.4)" (1999)
Bobbi Adler: I listened.
Grace: You're a mother. You're not supposed to listen.
Bobbi Adler: Then what do you want me to do?
Grace: I don't want you to fix me up. But I want you to want to fix me up. I just don't want you to want me to want to go out with the guys that you want to fix me up with.

"Will & Grace: Love Is in the Airplane (#8.6)" (2005)
Grace Adler: [returning from first class] You will not believe this: Leo is in first class.
Will Truman: Leo DiCaprio is in first class?

"Will & Grace: New Will City (#3.1)" (2000)
Jack McFarland: You're into gay porn, right?
Grace Adler: Who isn't?

"Will & Grace: I Never Promised You an Olive Garden (#2.9)" (1999)
[Will and Grace are both very hungover]
Will: How awesome was last night?
Grace: Totally awesome. Oh, my God. When did I get my nipple pierced?
Will: [looks down her shirt] That's your earring.
Grace: So, what time are we supposed to meet with them tonight?
Will: Midnight.
Grace: They are so cool.
Will: I hate them.
Grace: Me too. Let's just tell them we're not going tonight.
Will: Why are you yelling at me?

"Will & Grace: Boardroom and a Parked Place (#5.6)" (2002)
[about to go to sleep in Karen's limo, all laying on their right sides]
Grace: Night.
Karen: Night.
Jack: Night.
Rosario: Noches.
Karen: Jack, that had better be your penis.
Grace: Ok, I can't do this, I sleep on my left.
[They all turn to the left]
Grace: Night.
Karen: Night.
Jack: Night.
Rosario: Noches.
Karen: Grace, that had better be your penis.
Grace: It's a thermos. But, thank you.

"Will & Grace: Partners 'n' Crime (#8.21)" (2006)
Will Truman: A sex dream about Ang Lee? What was that like?
Grace Adler: A little slow-paced, but visually stunning.

"Will & Grace: An Affair to Forget (#2.19)" (2000)
Grace Adler: Ellen is a dear friend of mine and she has entrusted me with the responsibility of being the maid of honor and I take it very very very seriously.
Karen Walker: Oh my God, you slept with the groom!
Grace Adler: What ? How do you... ? Where do you... ? Do you have three 6's on your head ?

"Will & Grace: From Queer to Eternity (#7.22)" (2005)
Grace Adler: Wait, you haven't updated your will in 15 years? Will, you update your Barry Manilow fan site web thing every day.
Will Truman: It has a name, Grace. It's called "The Mani-Lowdown" and people depend on it.

"Will & Grace: Something Borrowed, Someone's Due (#4.17)" (2002)
Will Truman: Well, this isn't working. We'll have to go back to Plan A.
Grace Adler: You mean, tell Ellen the baby is not hers?

"Will & Grace: FYI: I Hurt, Too (#7.1)" (2004)
Grace Adler: Well, I got it out.
Will Truman: Yeah, by vandalism, theft and yelling. The three pillars of Kabbalah.

"Will & Grace: Das Boob (#2.3)" (1999)
[Grace is in the newspaper for interior design]
Will: "Manhattan interior designer Grace Adler, 26 - "
[looks at Grace]
Grace: It must've been a typo.
Will: Mmm.
Jack: More like a lie-o.

"Will & Grace: Bathroom Humor (#8.11)" (2006)
Grace: [after seeing loads of pills fall out of a closet in the Karen's bathroom] What kind of prescription plan are you on by the way?
Will: I think it's the 'sneak a truck across the Canadian border' plan

"Will & Grace: Between a Rock and Harlin's Place (#1.4)" (1998)
[about Grace's designing of Harlin's apartment]
Will: Grace, that was completely offensive. I could tell by the expression on his face that he was offended.
Grace: You know, the only expression that Harlin's face was saying was "Hey, I'm Harlin's face."

"Will & Grace: Field of Queens (#5.12)" (2003)
Grace: [Grace and Will are watching Karen flirt with a guy] Aw, look at her all nervous and shy. Like a teenage girl.
Will: Yeah...'Are You There God? It's Me, Satan.'

"Will & Grace: All About Christmas Eve (#5.11)" (2002)
Grace Adler: [after a horrifying cab ride] That was intense. What was that?
Will Truman: That was not just B.O. It was "B.O. my God!"
Grace Adler: What is the scent of that guy's air freshener, onions and feet?

"Will & Grace: Queens for a Day: Part 2 (#7.11)" (2004)
Grace Adler: [Looking at Sal] I am so into him.
Karen Walker: Yeah, well I'm double into him.
Grace Adler: Well I'm gonna ask him out.
Karen Walker: I'm going to ask him to move in.
Grace Adler: He gave me a hickey.
[Points to her breast]
Karen Walker: [Points to her belly] He gave me a child! I am pregnant Grace!
Grace Adler: No you're not. You can't get pregnant from kissing.
Karen Walker: Oh thank God!
Sal: [On his cellphone] Hey I just bagged two old ladies.
[Watching them look at him]
Sal: I may need to borrow your dad's toolshed later.

"Will & Grace: Strangers with Candice (#6.9)" (2003)
Grace Adler: It's being resized.
Will Truman: Yeah, in your pocket whore!

"Will & Grace: Alive and Schticking (#8.1)" (2005)
Grace: Stan? Stan's alive? But we were at the funeral...we scattered a trash bag full of his ashes!

"Will & Grace: Guess Who's Not Coming to Dinner (#2.1)" (1999)
Grace: [On: Will & Jack's friendship] I just don't see how anyone could subject themselves to that kind of abuse on a daily basis.
Karen: [Karen enters] Honey, your new dump smells like cat pee.
Grace: ...Never mind.

"Will & Grace: Forbidden Fruit (#8.12)" (2006)
Will: That's my Grace. You're a good person. Just like Jake Gyllenhaal. I don't know, sometimes when I look at my screen saver, I think... 'Yeah, you're thinking about me, too.'
Grace: You know, I used to feel that way about Sarah Jessica Parker. But then, we shared an elevator ride together and she poked me in the boob with an umbrella and didn't apologize.
Will: Were you trying to hug her?
Grace: That's not important.

"Will & Grace: Tea and a Total Lack of Sympathy (#2.10)" (2000)
Grace Adler: [Grace's teapot is worth $30,000 and Jack has stolen it; she stops a security guard] Excuse me! Have you seen a gay man run through here with a tea pot real excited?... What am I saying? It's like asking if you've seen a loser at a renaissance faire.
Jack McFarland: [guards move a trunk that Jack is under; he looks up at Grace] Can you see me?
Grace Adler: Yes, Tommy. I can see you.

"Will & Grace: Seeds of Discontent (#2.11)" (2000)
[his promise to give Grace sperm]
Will: I would like to amend that.
Grace: To what?
Will: To "You selfish lunatic, get out of my spermatorium."

"Will & Grace: The Young and the Tactless (#3.19)" (2001)
Grace Adler: [Nathan tricks Grace into coming up to his apartment, and answers the door in a tuxedo] Wow. Look at you. You've gone from pig to Pygmalion. What do you want with me?
Nathan: Uh, I just wanted to get your opinion.
[he brings her into his living room, with sheets over the sofa, soft music playing, and a table laid like an Italian restaurant]
Grace Adler: [impressed] Wow.
Nathan: [he pretends he set this up for his girlfriend] Vicki always wanted to go to Venice, so I thought...
Grace Adler: I can't believe it. It's amazing. I can practically smell the canals.
Nathan: [a bit uncomfortable] Well, that's probably just the sheets. Come, sit down.

"Will & Grace: Home Court Disadvantage (#6.3)" (2003)
Grace: Why can't
Grace: see how fantastic you are?
Leo: Wait a minute, you're concerned about the opinion of a woman whose pet peeves are sobriety and kindness.

"Will & Grace: Prison Blues (#4.4)" (2001)
[Grace visits Stan in prison]
Will: Stay away from the glass, Clarice.
Grace: Stop it, you promised you wouldn't do that.
Will: I lied. Fssss.

"Will & Grace: Grace in the Hole (#4.13)" (2002)
Grace: I hate men
Will: Good, more for me.