Karen Walker
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Quotes for
Karen Walker (Character)
from "Will & Grace" (1998)

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"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.

Karen Walker: Hey I have feelilngs too you know.....
[Jack and Karen both break out laughing]
Karen Walker: Dammit, I was trying to keep a straight face.

Jack McFarland: You know, no one took me on vacation when I broke up with... what's his face, uh... bleached hair, tattoo, goatee, who am I talking about?
Karen Walker: God, I don't know honey. You just described a needle in a gaystack.

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.

Karen Walker: Stan had to take his kids to Scarsdale 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... Cathy!" Cathy.

Karen Walker: Grace, it's 11:30, Campbell gets off work in half an hour. Don't you wanna find out if he's "mm, mm, good?"

Jack: There's a gay bar approximately 5.38 miles north of here.
Karen: Gaydar?
Jack: Cop at the toll booth.

Jack: No one took me on vacation when I broke up with... er... what's his face, bleached hair, tattoo, goatee, who am I talking about here?
Karen: God, I don't know honey. You just described a needle in a gaystack.

"Will & Grace: Pilot (#1.1)" (1998)
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: No, Rosario. Por favor, honey, listen to me for a second, okay? Take Olivia and Mason to la store de los toys.
Will Truman: Where's Grace?
Karen Walker: Oh honey, thank God. How do you say toy store in Spanish?
Will Truman: Tienda de juguetes.
Karen Walker: Uh-huh, thanks. F-A-O-yeah-Schwartzo. Sí sí Rosario, gracias. Hola.

Karen Walker: [Entering] I know. I'm late. My driver had another bronchial incident. It was disgusting. I had to raise the partition. But that's no excuse. I should be punished. I'm writing you a cheque.
Will Truman: [Over speakerphone] Karen, tell Grace she should fire you.
Karen Walker: Grace, tell Will to redirect his anger at his mother where it belongs.

Will: [on phone] Karen tell Grace she should fire you
Karen: Grace please tell will that he should redirect his anger at his mother where it belongs

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

Karen Walker: Will, stop right there, I can't tell you anything. It's a secret.
Will's Secretary - Ellen: What's a secret?
Karen Walker: She's at City Hall getting married. Oh devil!

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.

[Karen is on the phone with Rosario]
Karen: No, Rosario - por favor, honey, listen to me for a second, ok? Take Olivia and Mason to la store de los toys.
Will: [Will walks in] Where's Grace?
Karen: Oh, honey, thank God. How do you say "toy store" in Spanish?
Will: Tienda de jugetes.
Karen: F.A.O-yay. Schwartz-o. Si, si Rosario! Gracias! Hola!
[Hangs up]

"Will & Grace: Lows in the Mid-Eighties (#3.8)" (2000)
Will: [after telling about how he and Grace got in a fight when he came out] Then we didn't talk for a year.
Pam: Wow.
Karen: Yeah. Good times.

Karen: Well, you're all boring and I'm fun. I'd better get back to the kids. Smell ya later.

Karen: The kids will be fine. I cracked a window in the limo.

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.

Jack: Yeah, guys our little Pammy's in a pickle, and, uh, shouldn't we help her find her way back to a place called hope?
Karen: Honey, she's wearing synthetic plaid. It's a four day drive and a boat trip to a place called Hope.

Pam: Do you think that men can't be trusted?
Karen: Honey, I've always said, if your genitals are on the outside, you're hiding something on the inside.

"Will & Grace: Marry Me a Little (#5.8)" (2002)
Karen Walker: Hey, what happened to Grace and that foreign guy she's been hanging around with?

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.

Will Truman: I think fall is finally here. I just saw the first drunk of the season turn yellow and tumble gently to the ground.
Karen Walker: I tripped okay?

Jack McFarland: Um, look, Leo, I know you're new here, and, um, we don't want you to think we're really cliquey and don't let anyone in our little group, but, um, well, we're really cliquey and we don't want anyone in our little group.
Karen Walker: So, if you want to break into the fag four, this symbol of gay oppression has got to go.

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

"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!

Karen Walker: [Answering the phone] Grace Adler Designs.
Will Truman: [Into the phone] Hi, Karen.
Karen Walker: Grace, the reason you're not in a relationship is on line one.

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.

Karen Walker: Well, any friend of Will's is... Grace.

Karen: Gosh, I don't think that I've ever been stressed out. Why would I be? I've got practically no responsibilities, my job's a breeze and I've got a KILLER rack. Good morning.

"Will & Grace: Sweet (and Sour) Charity (#2.18)" (2000)
Rosario: Oh, Miss Karen, you love those shoes like your own husband
Karen Walker: Bite your tongue! Husbands come and go but the Chanel slingback is forever

Karen Walker: Lord. Would you look at these people. Why anybody would choose to be homeless is beyond me.
Jack McFarland: Karen, nobody chooses to be homeless. It's because they did something bad.

Sally: Excuse me, you must get this all the time. Are you Mary Todd Lincoln?
Karen Walker: No. And you must get this all the time. Could you take one giant step back?

Karen Walker: Maybe it's like it says in the Bible - I felt bad because I had no shoes, but then I met someone who had really bad shoes.

Karen Walker: What have you done with them? What have you done with my shoes?
Rosario: Nobody likes to see you squirm more than I do, but I would eat the food you provide for me before I would touch those pumps!

"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.

Will Truman: That's terrific. Karen, it's up to you.
Karen Walker: Oh! Honey, you sound just like Stan in bed!

Will Truman: [Will, Karen, Jack, Jurgen and Steve, are playing poker] All right. New deck. The game is follow the queen.
Karen Walker: I don't know where to turn.

Karen: [looks at Grace's outfit, stares for a while] Honey... we talked about this blouse...

"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.

Karen Walker: Honey, we got you a dog.
Leo Markus: A dog?
Karen Walker: Yeh.
Leo Markus: I've always wanted a dog.
Leo Markus: And I still do. This looks like something a dog coughed up.

Karen Walker: I like you. Wanna make out?
Diane: I like you too. Let's see how the evening goes.
Leo Markus: So, you and Will, huh?
Diane: Yep. Me and Will.
Leo Markus: And, uh, me and you.
Diane: Yeh. Me and you. And, maybe later, me and Karen.
[Karen gestures 'thumbs up' and nods]

"Will & Grace: To Serve and Disinfect (#2.6)" (1999)
Karen: Sorry I'm late. Oh God, that sounded insincere... I'm late!

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.

Karen: [voice from the video] You're just a dirty little pig boy. You know what we do with dirty pig boys, right?
[sound of a whip cracking]

Grace Adler: [after trying to outdo each other with their experiences] What do I have here?
Will Truman: What's on the tape?
Grace Adler: Karen actually doing work
Will Truman: Grace, it's going to take more than that to top the day I had.
Grace Adler: Well, let's just see.
[turns on the video and they sit to watch]
Karen: Dirty little pig boy!
[sound of a whip cracking]
Will Truman: Oh, I fold.

"Will & Grace: The Finale (#8.23)" (2006)
Karen Walker: Y'know, sometimes it seems like our sole purpose in life is just to serve Will and Grace.
Jack McFarland: Right. It's like all people see when they look at us are the supporting players on the Will & Grace show.

Karen: Jack you will do this like any other respectable woman, lay on your back, point your heels to Jesus and think of handbags!

Karen: So that miniature pony offered you all his money just to take a few rides on him and you said no?
Jack: But I don't like him.
Karen: Since when is that a problem?
Jack: Well played.
Jack: I can't do it.
Karen: Oh you'll do it. You'll do it the same way any self-respecting woman does. Get on your back, point your heels to Jesus and think of handbags.

"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.

Jack McFarland: Ok, now don't be shy about removing the robe...
Karen Walker: Yeah, I've done this before, skin to the wind!

Karen Walker: [on the phone with Rosario] Rosario, enough-o with the April Fresh-o.
Karen Walker: [hangs up] Right now she's calling me a bitch-o.

"Will & Grace: The Mourning Son (#8.20)" (2006)
Karen Walker: You know, Honey, normally my motto is "Drugs not hugs", but today I feel different.
[she hugs him]

Karen Walker: That's your laugh? Sounds like a squirrel orgy.
Tina: Thanks.

Tina: When someone dies, no one ever asks how the mistress is doing.
Karen Walker: Ah, tell me about it. Not one person came up to me at Reagan's funeral.

"Will & Grace: Love Plus One (#3.6)" (2000)
Karen: [On the telephone at work] You're a wicked little schoolboy to be talking to me like this at work. I'm going to make you stay after school and bang the erasers.
[Will and Grace walk in]
Karen: Okay, you like it rough, don't you, you dirty little monkey? Yeah, next time I see you, I'm going to bend you over my knee...
[looks up at Will and Grace]
Karen: Oh, crap, I've got to go. Mom and Mom are home.
Will: [to Grace] Now we know how she's making that extra $2.95 a minute.

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."

Karen: [to Grace] Oh honey, come on. I love you like the mother I had committed against her will.

"Will & Grace: Boo! Humbug (#1.5)" (1998)
Karen Walker: Honey, I can't go. I have a home, a husband, and three beautiful stepchil... No, wait. Two. Two beautiful stepchildren. Sorry. Yeah. Olivia and...
Jack McFarland: Mason?
Karen Walker: Honey, I was getting there!

Jack McFarland: I had the best costume. My fig leaf was an actual fig leaf. I had to keep it in the crisper all week.
Karen Walker: What, the leaf?

Stranger at the Gay Parade: You see, your drag name is the name of the first pet you had and the name of the first street you lived on.
Karen: So mine would be uh... ShuShu Fontanna.
[they all laugh]
Karen: That's hysterical. Jackie what's yours?
Jack: [upset] Glen 125th.

"Will & Grace: Moveable Feast (#4.9)" (2001)
Karen: How did you hurt your back? Running away from good taste?

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 & Grace: A New Lease on Life (#1.2)" (1998)
Karen Walker: Honey, no no... she can't move into his place. That's not acceptable!
Jack McFarland: Tell me about it, you feisty little Shih Tzu!

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"?

"Will & Grace: Object of My Rejection (#1.22)" (1999)
[Rosario is in a wedding gown]
Rosario: This is so stupid. I look like a pinata.
Karen: Yeah, and if I had a stick I could watch all of my money fall out.

Karen: Hey, if it wasn't for me and this wedding, you'd be heading back to Cucaracha on Air Guacamole with live chickens running up and down the aisle!

Karen: [condescendingly, with descriptive hand gestures] Sit-o down-o. Try not to talk-o.
Rosario: [first words Rosario ever says on the show] Do you hear how she talks to me?

"Will & Grace: The Truth About Will and Dogs (#1.9)" (1998)
Karen Walker: Spay him, spray him, throw him in a bag, and let's get out of here!

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

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

"Will & Grace: Bed, Bath and Beyond (#4.7)" (2001)
Karen: Finally, you're here!
Rosario: You know, if you're gonna leave me in the limo for five hours, the least you could do is crack a window.
Karen: What, and let you start yapping out at all the other maids so that they can come over and jump on the car? I don't think so.
Rosario: You better watch it, lady, because the next time you take a bath it'll be rub-a-dub-dub, I drop the blender in the tub.

Karen: What's going on? Where's Grace? Did you mistake her for some of my jewelry and stuff her down your pants?
Rosario: Suck it.

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: Whatever Happened to Baby Gin? (#8.22)" (2006)
Karen: Gin, Please!
Gin: Stop begging.
Karen: No, I was ordering. Gin, Please! Please, you have to forgive me. I have no other choice.
Gin: The question is can you forgive yourself for casting me out after leaving me so hideously deformed? Unable to dance... To skip... To read.
Karen: Why can't you read?
Gin: Eh, I don't want to.

Karen: Oh. It's easy to get caught up. You spin the spinner and call your spot. Twister will tie you up in a knot.

Karen: Well, honey, if they did like me more than you, it was only because I was kind and I listened, and I let them bang me under the bleachers while their friends watched.

"Will & Grace: Head Case (#1.3)" (1998)
Karen Walker: [after giving Grace advice] Lord, that was exhausting. I am assisting my ASS off!

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...

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?

"Will & Grace: Homo for the Holidays (#2.7)" (1999)
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?

Karen: I think you're missing the silver lining here. When you're old and in diapers, a gay son will know how to keep you away from chiffon and backlighting.

"Will & Grace: Girls, Interrupted (#2.20)" (2000)
Jack McFarland: Oh hey, lady la-la. What are you doing in here?
Karen Walker: Oh, Stan's been socking down the herbal Viagra again, and this is the only room in the house he doesn't know about. Shh. Don't tell him.
Jack McFarland: Karen, guess what. Tonight I met the One. The man I wanna spend the rest of my life with.
Karen Walker: Hey! There is only one man in your life. And her name is Rosario, and don't you forget that.
Jack McFarland: His name is Bill. Look.
[Takes out a piece of paper]
Jack McFarland: And he gave me a picture of himself.
[Gives Karen the flyer]
Jack McFarland: Isn't that a great idea? I'm gonna start passing out pictures of myself to people I meet at clubs.
Karen Walker: Did you even read this?
Jack McFarland: Well, I read the picture. And it said, "Mommy, mommy, give me some of Jack." Ah!
Karen Walker: He is the head of some group called "Welcome Back Home."
Jack McFarland: Well, I'm sure it's a typo. He must mean, "Welcome back, Homo."
Karen Walker: [reads from the flyer] "It's never too late to get back on the straight and narrow"? Honey, this is a cult! Yeah! Like the Moonies or the homeless. Yes. They're trying to make gay people straight! Good Lord! Don't they know what that'll do to the fall line?
Jack McFarland: "We noticed your homosexuality. Make the choice to be straight. Gay is not the way"? Jennifer Jason Leigh, these people are freaks!
Karen Walker: Yes. And it looks like your new sweetie has turned his back on homosexuals. And not in the good way.
[Turns to look up at the cross hanging above Rosario's bed]
Karen Walker: No. Don't listen.
Jack McFarland: Well, Bill is not straight. I mean, look at us, Kare. We're lovers.
[Jack puts Bill's photo next to his face]
Karen Walker: Lord. I wonder if Stan's exhausted himself on the body pillow yet.
Jack McFarland: Wait! They're having a meeting tomorrow and we have to go. What this organization is advocating is morally wrong, and it is my responsibility to shine the mirror of truth upon them.
Karen Walker: Honey...
Jack McFarland: Okay, I just wanna make out with Bill.
Karen Walker: Okay.
Jack McFarland: He's so cute, isn't he?
Karen Walker: I know, I know, honey, but it's a waste of time, all right? It's like exercise or reading to your kids. The man thinks he's straight.
Jack McFarland: There are no straight men, only men who haven't met Jack.
Karen Walker: Yeah, well you can count me out. If you think I'm gonna spend my Sunday morning with a bunch of self-loathing closet cases...
Jack McFarland: You'll get to be a lesbian.
Karen Walker: Wake me by 11:00.

Bill: Man, that was a great game.
[turns off the television]
Jack McFarland: Yeah. So, wanna hit the showers?
Bill: What?
Jack McFarland: You know, like they're doing.
[Gestures toward the television]
Bill: Jack, I don't think that's appropriate.
Jack McFarland: Whaddya talk? It's just a couple of naked straight guys soaping each other down.
Bill: Okay, I... I have to say something here. The back-slapping and the head-rubbing was one thing, but the ear-blowing and the butterfly kisses are not standard NBA practice. And now this shower thing.
Jack McFarland: What are you implying?
Bill: You're coming on to me.
Jack McFarland: What? I am shocked and appalled. But are you interested?
Bill: You think that you can just come in here and use this group, this group that puts people back on the path of righteousness, as some kind of dating service?
Jack McFarland: I just need a yes or a no.
Bill: No! And I want to make something crystal clear to you and to everyone else in this room.
[to the group members]
Bill: Excuse me. We are here to lead normal, heterosexual lives. Man and woman are meant to be together. So anyone here who has a misguided notion that Welcome Back Home is some kind of a - a gay pick-up joint, you can just leave right now.
[everyone but Bill, Karen, and Jack leave]
Karen Walker: Well, look at 'em go. I haven't seen a stampede like this since Pamplona. Oh, my god, listen to me. I'm a funny lesbian. I'm Ellen!
[Karen leaves]
Bill: [Bill looks at Jack] Well, as long as it's a heterosexual soap-down.
Jack McFarland: Attagirl.
[Bill and Jack start to leave together]

"Will & Grace: Yours, Mine or Ours (#1.16)" (1999)
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 & Grace: Alley Cats (#1.21)" (1999)
Jack McFarland: I know CPR.
Karen Walker: You know CPR?
Jack McFarland: Oh yeah. I had to do it on my father when I told him I was gay. Only I think it just confused him even more...

Jack McFarland: Here's a little acronym that'll help you: C.T.A.P.T.N.T.T.H.A.B.M.T.M.
Karen Walker: Here's a little acronym for you, honey: What the hell are you talking about?

"Will & Grace: The Honeymoon's Over (#5.10)" (2002)
Karen Walker: You know how I'm into Aerosmith, right?

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: Whose Mom Is It, Anyway? (#2.4)" (1999)
Rosario: Listen lady, in my county I was a schoolteacher.
Karen: Oh yeah? Well in this country, you wash my bras.

[Jack kisses Rosario]
Karen: Oh, Good Lord. You know you shouldn't look, but there is a certain morbid fascination.

"Will & Grace: The Big Vent (#1.10)" (1999)
Karen Walker: [Talking to Rosario over the phone] Listen, I'm gonna need you to feed the kids and read 'em something before bedtime.
[Pauses while Rosario responds]
Karen Walker: Well, I don't know, honey. Why don't you read them that book they love? "Green Eggs and I'm Hammered!"

Karen: Your play stinks.
Jack: Which pages?
Karen: Uuuh... The ones with words on 'em?
Karen: [reads] "Come to me Tonga, and let us make lup lup on my house boat!"
Jack: Karen, it's a Caribbean fantasy...
Karen: It's a Caribbean nightmare!

"Will & Grace: Boardroom and a Parked Place (#5.6)" (2002)
[after Karen leaves Stan and is forced to live in her limo, Grace and Jack try to convince her to come and stay with one of them]
Karen: Honey, if I gave in to every persuasive argument I'd be in some kind of crazy three-way marriage with Maury Povich and Connie Chung!

[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: ...And the Horse He Rode in On (#5.1)" (2002)
Karen: Alright! I met him in a bar! He flirted with me, thought I was a whore! Made me feel...I don't know, special!

Karen: Earlier tonight, Lionel Banks invited me to his hotel room. Well, at first I didn't wanna go because, well, I'm a lady and I do have moral standards to uphold...
[Karen, Jack, Will, and Grace laugh]
Karen: I know, that was just for us. Anyway, so I go to his room, we start talking, have a couple of minibars, and, uh, next thing i knew, he's touching me. I couldn't stop him, i didn't want to, after years of being with Stan I felt like, finally! A man who knows how to make a woman feel like a girl, and how to make that girl feel like a slut, and how to make that slut feel like a woman!

"Will & Grace: Dolls and Dolls (#5.21)" (2003)
Karen: Wow! That may have been the greatest day of my life. I love errands, they're like mini-adventures for undesirables.
Liz: Okay so your half of the bill is $30.45 and don't try rounding down like my last roommate cuz that is just f-ed up.
Karen: Well you don't have to worry about me Liz, I intend to pull my own weight around here.
Liz: Now did you take a look at the chore wheel? Cuz you're in charge of emptying the ant traps and organizing the CD tower.
Karen: Wow, how did I go my whole life without ever learning any of those words?
Liz: Karen. you shouldn't of bought this cheesecake; I'm like totally eating healthy this week. Ugh! Cut to me eating this whole cheesecake.
Karen: Oh Liz, I love when you do "cut to me".
Liz: Everybody does.
Karen: [pulling out a jug of wine] Oh Lizzy, I rented us a video.
Liz: You are gonna get me into so much trouble.
Karen: If you're lucky!
Liz: You're crazy!
Karen: Like a fox!
Liz: I doubt it!
Karen: You wish!
Liz: Don't I ever!
Karen: You and what army
[Karen laughs]
Karen: Oh, Lizzy!

Liz: So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered and I couldn't really afford it on my own. So what's your story?
Karen: Since my marriage ended I've been living at The Palace and even though I've made a lot of swell friends... it's lonely.
[Karen tries to pour a soda into a glass without opening it]
Karen: I want a real home, with real people. I mean you're real, right?
Liz: [Liz opens the soda... Karen looks in awe as she pours the soda] Super real. So, okay, true or false? I'm easy to live with.
Karen: Um, true.
Liz: False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.
Karen: You're in music?
Liz: I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on tv. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"...
[She pauses]
Liz: "The 90's"...
Karen: Well I can see why you'd want ot keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.
Liz: You should know that I like things done a certain way; just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.
Karen: Um, Liz, I know we haven't known each other very long but I think that you might be just about the most interesting person I've ever met... I could learn tons from you.
Liz: Okay, okay, true or false... I think you're great?
Karen: Um, false.
Liz: True!
Karen: Oh, this game is so hard!

"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: Between a Rock and Harlin's Place (#1.4)" (1998)
Harlin Polk: I'm Harlin Polk. I'm supposed to meet Grace.
Karen Walker: I'm Karen Walker. I'm supposed to be Grace's assistant.
Harlin Polk: Well, you don't strike me as the assistant type.
Karen Walker: Well, honey, behave yourself, and I won't have to strike you at all. Go on, honey, sit down. Grace'll be here in a minute.

Jack McFarland: [Karen is at her desk filing her nails as Jack enters] Ladies and gentlemen, please put your hands together for Just Jack!
Jack McFarland: Touch me in the mornin' ...
Karen Walker: Honey, I'm busy. Touch yourself.

"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!

Karen Walker: Skate faster! We have reservations!

"Will & Grace: Guess Who's Not Coming to Dinner (#2.1)" (1999)
Karen: Hey Poodle.
Jack: Who's your daddy?
Karen: You are.

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: May Divorce Be with You (#5.22)" (2003)
[after Will says he can't represent Karen as her attorney]
Karen Walker: That's alright. I'll find another lawyer...a better lawyer...a gayer lawyer!
Will Truman: Good luck finding that.

Karen Walker: You're canned, Soup.

"Will & Grace: Heart Like a Wheelchair (#6.6)" (2003)
Karen Walker: Hey, Wilma, I need your help.
Karen Walker: Remember Lorraine Finster? The dame who stole my husband and tried to bump me off. Well, I think I found her. Private Dick said he dug up an L. Finster and the Hotel Knickerbocker. C'mon, let's go down there and give her the what for.
[later, after taking Will's mum's pain killers]
Karen Walker: Enough with that. Remember Lorraine? The husband who stole my dame and tried to bump me off. Private Knickerbocker says she's at the Hotel Dick. Let's get her.
[still later]
Karen Walker: Oh enough with that. Jackie, I need your help. Remember Lorraine? The dame who stole my bump and tried to husband me off. Well, the Finster Hotel is Private Dickerknockers. Wanna come?

Karen Walker: Do you want my top on or off?
Lyle Finster: Well, I'm a gentleman so why don't you keep it on and I'll rip it off?

"Will & Grace: Me and Mr. Jones (#6.4)" (2003)
Karen: [to James Earl Jones] Would it be too forward if I asked you to lift me above your head?

James Earl Jones: I was once sitting in an acting class between Marlon Brando and Shelly Winters!
Karen: Honey... no offense, but how did that bench not break?
James Earl Jones: How do you know it didn't?
[laughs, evilly]

"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.

Dr. Osher: Mrs. Walker? I have some news about your husband.
Karen: Give it to me straight, Doc. Am I looking at a future filled with loneliness and memories of better days, or is Stan gonna die?
Dr. Osher: Mrs. Walker, the test results came back, and it seems your husband didn't have a heart attack at all...
Karen: Oh, thank God.
Dr. Osher: But rather, acute angina.
Karen: Heh. You've got a lot of nerve, coming on to me while my husband is dying. Wow.

"Will & Grace: Christmas Break (#7.12)" (2004)
[at Christmas]
Rosario: [entering] Miss Karen? We have a little visitor.
Karen: Oh, for god's sake, I'm not your mother. You know where the tampons are!
Karen: [annoyed] It's your stepdaughter Olivia, you ghost of Christmas passed-out.

Karen: So, what we're doin'?
Jack McFarland: What all teenage girls do. Which is remarkable similar to what gay men do. Talk about boys, obsessed of our bodys and make fun of people.

"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!

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 & 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.

Jack: [jumpy] Why isn't there any coffee?
Karen: The same reason you don't have a wife and three kids honey... It's the way God wants it.

"Will & Grace: Buy, Buy Baby (#8.18)" (2006)
Karen Walker: I love Filipinos; they're Asian but not cocky about it.

"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.

"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: Cheatin' Trouble Blues (#4.18)" (2002)
[Jack and Karen have been walking up the stairs to the Rainbow Room, as Karen's afraid of elevators. Jack's forgotten the cake and they walk down twenty flights to get it]
Jack McFarland: Now we have to walk all the way back up. This is so stupid! Whatever made you afraid of an elevator anyway?
Karen Walker: 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!
Karen Walker: Thank God Keanu Reeves was there to get us out!
Jack McFarland: Karen, that wasn't you! That was the opening scene of "Speed!"
Karen Walker: 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?

"Will & Grace: The Kid Stays Out of the Picture (#5.3)" (2002)
[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 & 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!

"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: Fear and Clothing (#3.2)" (2000)
Karen: Hey, guess what, good news! We're not mad at each other anymore because I've forgiven you!
Jack: Interesting because I haven't forgiven you...
Karen: So what's your point? Oh alright, I'm sorry. There we're done. Let's go get French Tips
Jack: Karen, I am not a lightswitch that you can just apologize to and expect me to forgive you.
[Jack thinks about what he just said. Audience laughs]
Jack: My emotions are much more complex than that, I I need time to heal. I don't accept.
[Jack walks away]
Karen: What? You don't what?
Jack: I said I don't accept!
Karen: I don't think you understand what just happened here. The only other person I've apologized to was my mother and that was court-ordered... So please accept my apology in the spirit it was intended or I'll kick you in the gentles.
Jack: No. Now be gone before somebody drops a house on you!
Karen: Up yours, Dorothy.
Jack: Well, you tan and freckle!

"Will & Grace: Hocus Focus (#4.23)" (2002)
Karen: I'm gonna be so mad when my mood elevators wear off!

"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.

"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: Friends with Benefits (#7.23)" (2005)
Karen Walker: 'k guys, where's Jack? We got to move this along. I got Stella McCartney meeting me at the manse for a fitting and I want Rosario to slaughter a chicken in front of her.
Karen Walker: It's fun to mess with vegans.

"Will & Grace: Grace Expectations (#8.16)" (2006)
Karen Walker: [after Will told her that James cut into line in the coffee house] No, not at all, honey. I mean, that's the same way that we used to get bread and juice during the Great Depre... 80s.

"Will & Grace: Saving Grace (#1.20)" (1999)
Karen: Honey, are you still doing the law thing?
Will: Honey, are you still doing the "I married for love" thing?
Karen: No.

"Will & Grace: He Shoots, They Snore (#4.20)" (2002)
Karen: [Karen is assisting Grace's design seminar. She leans back in her chair and puts a "sexy" voice and face on]
Karen: Mastaba....

"Will & Grace: Bathroom Humor (#8.11)" (2006)
Karen Walker: I love Chinatown. You can buy a bag of zippers this big for a dollar.
Karen Walker: I hand them out to poor kids. I love to watch the look on their little faces as they zip and unzip their new toy.

"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?

"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)
Karen Walker: This is the best prank we've played since we set up Martha Stewart.

"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.

"Will & Grace: Ben? Her?: Part 2 (#2.24)" (2000)
Karen Walker: Honey... if you look inside this bag, i'm giving you a little sign language right now!

"Will & Grace: A Chorus Lie (#4.15)" (2002)
Will: So... do people really think I'm a gigolo?
Karen: [giggles] Yeah...
Will: Well, let's give them something to talk about!
Will: [Will leans in and gives Karen a passionate kiss]
Karen: Wow... now I can see why Grace married you!

"Will & Grace: Wedding Balls (#4.21)" (2002)
[Karen exits the elevator, reading her book intently, as she runs into Will leaving his apartment, carrying a bag of garbage]
Karen: Hey, Will. Hey, Grace.
Will: Karen... this isn't Grace. This is a bag of garbage.
Karen: Oh, silly me. How could I make that mistake... twice.

"Will & Grace: Flip-Flop: Part 1 (#6.15)" (2004)
Karen Walker: Hit the road, you syphilitic toad.
Lyle Finster: Karen, if there's one thing I will not tolerate, it's rhyming insults.
Lorraine Finster: Sow.
Karen Walker: Cow.
Lorraine Finster: Runt.
Lyle Finster: Stop it!

"Will & Grace: Three's a Crowd, Six Is a Freak Show (#3.9)" (2000)
[Grace has a cold sore]
Karen: [to woman] What are you looking at, preggo? Haven't you ever seen herpes before?
[to Grace]
Karen: I tell ya, some people are so insensitive...

"Will & Grace: My Fair Maid-y (#1.12)" (1999)
Karen Walker: [Karen and Grace are setting up Grace's Exhibit at the Sublime Design Showcase] Well, I...
[Tripping on rocks]
Karen Walker: You know what those rocks need? A little scotch.

"Will & Grace: Fagel Attraction (#4.22)" (2002)
Karen: [to Val, in reference to Grace's designing ability] This woman has more talent in her little-boy breasts than you have in your whole body.

"Will & Grace: Whoa, Nelly! (#4.12)" (2002)
Jack: Lamar is... well, he's like me, Kar.
Karen: Not allowed to step within 100 feet of Kevin Bacon?

"Will & Grace: Home Court Disadvantage (#6.3)" (2003)
Karen Walker: Beverley Leslie with your pants so tight, won't you be my partner tonight?
Beverley Leslie: Ooh, I would be honored.

"Will & Grace: Fred Astaire and Ginger Chicken (#6.20)" (2004)
Karen: So has Grace met your new fella?
Will: Not yet.
Karen: Then how do you know if you like him?

"Will & Grace: Big Brother Is Coming: Part 1 (#1.14)" (1999)
Karen Walker: Oh, my god! Do you know what he would love? Oh! What is that deal down in the Mediterranean where you can charter a yacht with another couple for a week? You know, 7-person cruise, they take you up the Italian Riviera. Oh, what is the name of that boat?!
Will Truman: Oh, I know. The S.S. Lower Your Dosage.

"Will & Grace: Grace in the Hole (#4.13)" (2002)
Rosario: [about Jack and Karen] My God it's like Dumb and Drunker
Karen: Don't you just love our "Ro Ro!" Let's tickle her!