Jack: Heard that. I am metaphorically curled up in the fetal position and you continue to kick me about the ear, nose, and throat?
Karen: Oh Minnie Driver, who ever told you, you could pull off a leather jumpsuit?
Will: Grace, go to bed. You obviously have had a very busy day of crazy.
[Jack is angry with Karen]
Karen: Hi, poodle.
Jack: Mm. How are you?
Jack: Hi, Grace. Who's your daddy?
Grace: [confused] His name is Martin Adler.
Karen: [looking into a mirror] Hello Starshine.
Karen: [to Grace] Oh Lord, honey, you are just as simple as that blouse you're wearin'.
Grace: Will, my love for you is like this scar, (points at elbow) ugly, but permanent.
Karen: Good Lord. I can't believe I'm at a public pool. Why doesn't somebody just pee directly on me?
Cheryl: Mrs. Walker? Cheryl Bricker-Fossberg, Taylor and Hayden's mom.
Karen: I have no idea what you just said.
[while watching basketball on TV]
Grace: Have you seen Matt yet?
Will: Yeah, he's right there, right on the sidelines. Just four clicks left of Spike Lee. Just right beside that little girl and her grandpa.
Jack: Uh, that's Catherine Zeta-Jones and Michael Douglas.
Will: No, no. I don't want to have sex with you.
Jack: Oh, Will that wasn't sex. Okay, how do I explain this? Okay, when a man and a man love each other very much...
Will: No, no... Psychic Sue said I was going to spend the rest of my life with a guy named Jack.
Jack: Jack who?
Will: Jack you.
Jack: Jack me?
Will: No thanks.
Jack: I WOULD DIE, I WOULD JUST DIE!
[Ellen asked Grace to baby-sit her kids but is now upset because she assumed Will would be there as well and he is out of town and she no longer wants Grace to do it]
Ellen: You know what I just realized? Rob's sister can probably do it. She lives closer to us anyway.
Grace: Judy? The one who has to turn the lights on 14 times or the oceans will dry up?
Karen: Ellen, why would you leave your kids with someone who has such an important job?
[Will and Jack have bought a place in the country and are now trying to escape their crazy neighbours]
Will: Come on, Jack, let's try the back door.
Jack: Will Truman! Coming on to me at a time like this!
[Grace and Jack have been seeing Vince at a grocery store with another man, Dennis, and think he's cheating on Will; they don't know that he was fired and now works there, and that Dennis is his boss]
Jack: [to Vince] We know what's goin' on.
Grace: Yeah, we know your filthy secret.
Dennis: Vince, I want your ass in aisle five.
Dennis: And bring the mop.
Jack: Oh, my God. What kind of a place is this? And why do I shop anywhere else?
[Karen is offended because Grace said that she, Karen, could not be trusted as a babysitter]
Grace: Look, Karen, I'm sorry, but taking care of children is a huge responsibility. It's more "Tickle Me, Elmo" and less... "Let's fill Elmo up with drugs and smuggle him across the border."
Karen: Where the hell have you been?
Rosario: Riding a llama in Neverland. Where do you think? I was cleaning.
[Karen is waiting up for Rosario, who has been out cleaning another man's apartment]
Karen: Well, well, well. El Pollo has come home to roost. How's Beverly?
Rosario: Miss Karen, I was just...
Karen: Oh, don't insult me with your lies. I know where you were. Scrubbing floors for Beverly Leslie. I can smell his generic cleaning products all over you.
Rosario: It's not what you think.
Karen: Oh, really? Is that a new Members Only jacket you're wearing?
Rosario: So what if it is? A lady likes nice things.
[Karen has just messed up Beverly's pool shot]
Beverly Leslie: I would have made that shot.
Karen: Aww, tell it to the Marines, if you already haven't.
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"... "the 90's".
Karen: Well I can see why you'd want to 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.
Karen: Oh this game is so hard!
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 has a huge laugh]
Karen: Oh Lizzy.
Grace: Pam, did you fax over the drawings to the cabinaker yet?
Pam: Right after my smoke break.
Grace: I already told you, there is no smoking here.
Pam: It is part of my religion.
Karen: Smoking in the office... how inappropriate! Hey does anyone mind if I take my boob out for a second?
Grace: It's one thing at dinner Karen but work is where I draw the line.
Karen: Honey, I'm too tired to slap you. Bash your face up against my palm.
Jack: [rolls eyes and does so]
Cheryl: I think you are awful.
Karen: Oh yeah? Well I think stretch pants are awful, but I am too much of a lady to say it, FAT ASS.
Karen: Could you believe that?
Karen: Some people, so tactless.
Jack: Now you're talkin' Jackanese.
Sissy: Damn it, why does everyone out grow me?
Karen: Oh honey, I would, but... I don't want to.
Bobbi Adler: Now Grace, I don't want you to freak out, but the biggest day of your life is ruined.
Bobbi Adler: Your father's back went out.
Grace: Well how is he going to walk me down the aisle?
Bobbi Adler: Oh don't worry, we'll just put a pastrami sandwich under the Chuppah and he'll find his way there.
Karen: [sympathetically] Oh, Grace...
Karen: Nothing, I just thought it needed an "Oh, Grace".
Karen: [to Gillian the intern] Hi, honey. Sit down!
Gillian: What's going on, what's happening, what's this all about?
Karen: I've got something tough to tell you. Uh, I'm fabulous, okay? I'm an incredible dresser, I've got buckets of money, I'm a hoot and a half, and I've got a killer rack. Do you get what I'm saying?
Gillian: Not really.
Karen: Honey, you're not me, and you never will be.
Gillian: [pointing to her chest] Is it the rack?
Karen: [laughing and shaking her head] "It's a big part of it. Now, you're never going to be me, but, you got a good chance to be Grace, and that's nothing to sneeze at, honey, you shouldn't throw it away so quickly."
Gillian: But Grace, she's just not us.
Karen: Bup-bupbupbupbupbup, watch your mouth, or I'll wash it out with cheap vodka. That's my little girl you're talking about. Now, Grace is a damn good role model. She's bright, she's successful, she's the worst dresser in the whole wide world, she's talented and I look up to her. Honey, why else would I be here?
Gillian: You told me it's because you hate being home with Stan and the kids.
Karen: [laughing and shaking her head] It's a big part of it.
Gillian: Hey, can I still use the word "honey"?
Karen: What? Ohhhhhhhh no.
Grace: [right after Will came out] That's not a compliment! A compliment is "You're sexy. You turn me on"! not Not "One look at you and I know I'm queer"!
Grace: [to Ellen after Will tells her he's gay] How could I not have known? He was Boy George for Halloween, he has a diffuser on his hairdryer, and he's prettier than me.
Karen: By your inflection I can tell that you think what you're saying is funny, but... No.
Karen: [storming angrily out of the Principal's Office] You dragged me down to this God-forsaken place to tell me my kids made the Honor Roll? Honey, my time is precious, call me when one of them gives birth at the prom!
Jack: [mimicking phone call] Hello, "Day-Old News?" Yeah, I'd like to cancel Will Truman's subscription. Yeah. he's going to be giving his business to "Behind the Times." OK. OK, OK. OK. I love you, too. Bye-bye.
Jack: [mimicing phone call] Hello? What's that? I'm bored? Thanks for calling.
Jack: Chow mein.
Jack: I cost a little more but I'm worth it.
Jack: I think I'm gonna have to put you on hold for just a second
[mimics throwing up]
Jack: okay, babe, what we're you saying?
Will: [in commercial voice] How do you stop unwanted homosexuals from invading YOUR office?
Karen: It's a victimless crime, like tax evasion or public indecency.
Karen: Oh, coulda shoulda Prada!
Karen: Hey Hey Hey Hey, This is a place of business! We are trying to get some work done in here and we don't need you just barging... wait, I'm saying it and I don't even buy it!
Jack: Haley Joel Osment, you look fantastic!
Will: Okay, final tally is: Me - DE DEEDLE DE DE DE! You - WAH WAH WAAAAAAH!
Karen: It's not something you can just run away from like a hotel bill or a crying baby.
Jack: Are you done? Wait a minute let me rephrase that. You're done!
Jack: [gasps] That was you taking my breath away!
Karen: I'd give you a credit card, but I used my AmEx to hit a face I didn't like.
Jack: Woah Woah Woah Shift It Back!
Jack: Will Truman, don't think that we didn't see you and your big forehead sneaking out of that party last night!
Karen: You say potato, I say vodka.
[Leo has invited Grace to go with him on his Doctors without Borders trip]
Leo: Grace, it's what I do. And you're who I do. I just want to be able to do who I do while I do what I do.
Karen: [Karen and Nathan meet in the elavator for the first time] Going down?
Nathan: You get right to the point.
Karen: [Karen thinks for a minute] I like you.
Karen: Driver, turn up the heat, there's a nip in the air back here.
[looks at breasts]
Karen: Oh, make that two!
[Lyle walks in]
Lyle Finster: There she is, the woman who set my heart on fire.
[Karen rolls her eyes]
Lyle Finster: Which is a nice change, since the women I'm usually with cause a burning feeling in an altogether different area.
Karen: Get lost, David Cop-a-feel. Just because we once made out like drunk straight girls at a frat party, doesn't mean you're wanted here.
Grace: [to Lyle] Hi. Welcome to my office. And we usually reserve this kind of talk for casual sex Friday.
Lyle Finster: Oh, I'm so sorry. I didn't see you there. Lyle Finster.
Grace: Finster? Oh my God. You're Lorraine's father. You tricked Karen into kissing you.
Karen: That's right. And it ain't never gonna happen again. No, sir. Not on my watch.
Lyle Finster: I understand. But I only came here to return the kiss that you left on my lips.
Karen: What? Give it back!
[Karen jumps on Lyle and they start making out and growling]
Grace: If you'll excuse me, I'm just gonna go in the back and gouge out my eyes and puncture my eardrums.
Karen: Oh, no, honey, stay. I was just taking back my -
Lyle Finster: Karen, I'm lost without you. I've tried to fill the void with secretaries and whores, but at the end of the hour, it's you I wish I was paying.
Grace: Really, I'm uncomfortable.
Karen: It's never gonna happen between us, Lyle. So beat it.
Lyle Finster: Very well. But I'll never forget you. Every mouth that I kiss will be your mouth. Every bottom that I slap will be your bottom. Every nipple that I tweak...
Grace: Please, one of us has to go!
Karen: Get out.
Lyle Finster: Very well. But know this: Every vagina...
Grace: GET OUT!
Jack: [to Karen] You will never be a fish! Isn't it enough that you *drink* like one?
Jack: You're caring and loving...
Will: You're just saying that to make me feel better.
Jack: No I'm not. I mean, what would I get out of that?
Jack: So we need to get them back together, but how? Pretend to think, pretend to think.
Karen: Pretend to care, pretend to care.
Jack: Oh, I've got it. What we need is a plan. Some way to get them in the same room together.
Karen: Oh honey, that's genius, write that down. Oh, wait, not on that, that's for Will and Grace, that's an invitation to Joe and Larry's kid's birthday party.
Jack: Oh yeah, I got one of these too. Anyway, enough about that. We have to figure out a way to get them in the same room so they can work it out. But how? Ow, I just got a paper cut on this party invitation for Will and Grace.
Karen: Focus. We're trying to get them in the same room together. Forget about this party they're both invited to. Now, what do they both like?
Jack: Well, Will likes to be taller than everyone, and Grace likes to eat cake.
Karen: Where can we take them where there'll be small people eating cake?
[takes a sip of wine]
Karen: Oh, shoot, I just spilled on this invitation to a child's birthday party.
Karen: Hey, are you thinking what I'm thinking?
Jack: I don't know, are you thinking what it would be like to have Spiderman spray his web on you?
Karen: Okay that's just freaky.
Grace: Tonight I'm gonna be better. I know it. Look, I've been playing with myself and I feel much more confident.
Will: Funny, it just makes me feel sleepy.
Ben Doucette: You have till Friday, Will.
Will: Friday... Like in Friday?
Ben Doucette: No, Friday like in Thursday, but I'll give you till Friday.
Will: That sounds fun. What time is it on?
Jack: Uh, not really looking for any Johnny-come-latelys.
Will: Oh, please, please, please, can't I be a flouncing geek, too?
Will: No one can stand playing with you. You're bad, you get taco sauce all over the cards, and at this point you're down so much, you're paying people in turquoise jewelry. And except for Larry, none of us want it.
Will: Ben Doucette, Karen Walker.
Ben Doucette: I know Mrs. Walker.
Karen: Oh, yeah... I remember you. Stan and I met you at the Whitney opening. You were the bartender. Yeah.
Ben Doucette: No, you just gave me your drink order.
Karen: Yeah... and I'm still waiting for it.
Will: That's why I should never meet a legend. It's always disappointing, like the time I met Big Bird at the Ice Capades. Not so big.
Karen: Honey, when I agreed to drive you to the set, you didn't say it was on Staten Island. How the hell am I ever gonna get the stench of landfill and working class families out of tropical lightweight wool?
Will: Well, good for you, Jack. What's the video about?
Jack: It's a hard hitting look at sexual harassment in the workplace.
Will: Ha ha ha. Ha ha ha. I'm sorry, Jack. Sexual harassment? Starring the guy that asked his coworker at Starbucks if he had 2 nipples for a dime?
Grace: Look, my choices were flawless, and if your client can't see that, then he is guilty of extremely bad taste, and isn't that the real crime here today?
Will: Gracie, there is no...
Grace: Objection. The familiar cutening of my name implies we like each other.
Grace: The only reason you were offered a job, is so that he can slither out of the lawsuit.
Will: Of course. That ruthless bastard offered me a 5-year contract, paid vacation, a huge signing bonus, all to make a dispute over slipcovers go away. How could I have been so blind.
Grace: Why do your people always go to sarcasm first?
Karen: I know what this is. This is the work of our limp wrested lawyer, WILL TRUMAN.
Jack: Welcome to Cynical Island, population: you.
[after hearing from a psychic they will spend the rest of their lives together Will and Jack are setting ground rules]
Will: Sex is out of the question. I don't even like seeing your head poke through your sweater.
[Jack has been annoying Will]
Jack: Ooh. Barracuda. What crawled up your culottes?
Will: Nothing crawled up my culottes. It's just that you're two inches from my head, polluting my brain with your inane ramblings and buzzing through those chips like some queer gopher.
Cher: Ya know dude, it is a little weird that you are talking to my doll.
Jack: Um I don't think that I need a drag queen to define normal behavior. But I will say this, the look, is flawless.
Jack: Ohh. Working the attitude. OK, you're good.
Cher: I've had a lot of practice.
Jack: Hey hey. You're not that great Mister Sister. I do a better Cher than you.
Cher: Ya think so?
Jack: Actually it's "You think so, hooooooooooooooe"
Cher: Are you kidding me with this?
Jack: OK, the hand is perfect, but it's more "are you kidding me with this, hoooooooooooe"
Cher: Get a life.
[walks away then turns around]
Cher: [sings] If I could turn back time.
Jack: [clears throat to sing] If I could turn back time, hoooooooooooe. Time hoooooooe. Time hoooooe. Time hoooooe.
Cher: [slaps Jack] Snap out of it!
[she leaves; Jack realizes who she really was and faints]
Karen: It's the oldest story in the book. Boy meets girl. Boy wants girl to do dominatrix film. Girls says, "Naked?" Boy says, "Yeah." Girl says, "No way." Boy says, "Okay how about you just wear this rubber dress and beat this old guy with a scrub brush?" Girl says, "How hard?"
Grace: [sobbing] I feel like I'm in the Twilight Zone. And all the people are pigs. And I'm the pretty one, but everyone thinks I'm ugly because they're all pigs and they think pigs are pretty.
Grace: If you're looking for your Aunt Karen, she's not here. She doesn't work on days that end with... "day."
Jack: I fooled around with Josh.
Jack: Remember when I told you that there was something about Josh that I couldn't put my finger on? Well, I put my finger in it.
Will: There was a saying on the island. Mana Na Kalaka. Kana Makalui.
Grace: What does that mean?
Will: I don't know. I just can't believe you ended up with another gay guy.
Jack: He's a smarty pants, Will... he uses big words like 'particularly' and 'delicatessen.'
Grace: What you're feeling are pangs of guilt.
Grace: Guilt. Oh, boy. Ok. How am I gonna explain this one? Uh... guilt is an emotion that - Ok. Jumping ahead. An emotion is something that...
Karen: Hey, hey, hey. Come on. I know what guilt is. It's one of those touchy-feely words that people throw around that don't really mean anything... You know, like "maternal" or "addiction."
Karen: Oh kids ruin everything. I mean look at the stitching on this. You cannot trust a ten year old to do a good hidden button.
Karen: You know, may there is an alligator running around with me as a handbag... I mean who knows what they do with my old skin...
[watching slides in her bedroom, depressed]
Grace: This was my puppy, BoBo. He got run over by a truck. Lucky bastard.
[Describing his ideal man]
Jack: I don't care if he's rich or poor, fat or thin, as long as he's rich and thin.
[a man rushes in to meet Karen]
Man: Miss Walker, I came as soon as you called.
Karen: Well that's really none of my business, but thanks for sharing.
Will: Jack, just pour the milk. It's cereal, not dynamite.
Grace: On Christmas Eve, grandma lost both her legs to diabetes.
Jack: And then on Christmas Day, she lost both her feet.
Will: Grace, if you want to lose weight, try my diet. Whenever I want to eat I have a friend come over and steal my food.
Rosario: [to Karen] Why don't I just squeeze you like a sponge. There's probably enough alcohol in you to fill a hot-tub.
Will: Grace, you are in no way to blame for your sisters metabolism. Or her epic ass.
Will: So, what do you think about my therapist?
Grace: I like him. I like him like I like the Statue of Liberty. I know he's there but I don't need to see him all the time.
Will: Interesting analogy.
Will: You want to go out tonight? We could grab an Italian. And then go for dinner afterwards.
Karen: Well, well, well. Look what the cat cleaned up, showered, exfoliated, powdered, lipsticked, Gucci'd and dragged in.
Jack: 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: As you know, this weekend, my new show opens at the Duplex, and this year, I'm giving my fans something I know they're dying for.
Grace: Their money back?
Fannie: Chest! Chest! You're not givin' it to me!
Grace: I don't have it to give!
Will: You know, the female reproductive system is so amazing. It's a miracle, really. So complex. So beautiful.Yow! What is that thing? God! It looks like the bad guy in a science fiction movie.
Grace: Oh, please. Like your stuff looks like a box full of kittens? It don't.
Jack: Number of films with full frontal nudity... four! Number of films with full sidal nudity... three! Number of films with rear frontal nudity... priceless!
Jack: You're so generous. I swear, if you weren't Jewish, you'd definitely go to heaven.
Grace: Thanks, Jack. And if you weren't gay, you'd go there too.
Jack: ...but when we get back to New York I swear I'm taking an EPT, and if it's blue I am not going through this alone!... again!
Karen: I smell liquor on my breath. You're drunk!
Will: If I was going to have sex with a woman it'd be Hillary Swank... or Tobey Maguire.
Will: "Pansexual"? Isn't that a rest stop on the road to "homo"?
Will: Jack, we're going to slap such a lawsuit on her she won't know what hit her... or I could just pants you in public. I'm gonnna go with that.
[Karen answers Jack's phone; it's Elliot and he wants to talk to Jack]
Jack: No, no, he's gonna - he's gonna try to get me to another one of his basketball games. It's just not my thing. Make up an excuse.
Karen: All right.
[into the phone]
Karen: Um, Elliot... Yeah, I've got some bad news. Jack and I were figure-skating and he plunged through the ice. Haven't heard from him since. Could I take a message? Okay. You're trying out for the cheerleading squad?
Jack: [runs over and grabs the phone] Brr, I'm back!
Jack: I don't know how much longer I can live with Will. I mean, every time I get in the shower with him he's like, Jack, get the hell out.
Karen: I know honey, Grace is driving me nuts too. She can't concentrate on work anymore, she just sits around all day, doodling pictures of people's houses, on these enormous sketch pads. And then, she's on the phone all the time ordering furniture. Honey, where's she going to put all that, huh? In those "houses" she's drawing?
[after seeing Karen's mother]
Rosario: Santa Maria, it has a mother.
Will: I have got, pants down, the best birthday present ever.
Grace: Face it Karen, your a racist.
Karen: How dare you call me a racist... Karen Walker is no racist... A homophobe... Maybe... But I am no racist
[walks to the door and then turns back]
Karen: And you can ask anyone I own!
[Jack has just seen Karen's enormous closet for the first time]
Jack: My God. If my closet were like this I never would have come out of it.
Jack: You shouldn't be dancing with him. He's not your stalker, your stalker is still at large.
Kevin Bacon: But you fingered this guy.
Jack: I did not. We were just holding hands. Your stalker has been throwing pebbles at your window for the past 15 minutes or maybe you didn't hear me because the music was so loud.
Kevin Bacon: You... you're my stalker.
Jack: I prefer the term 'Professional Crazed Fan'. A job that's a hell of a lot more satisfying than sewing Prada labels in your Old Navy shirts. Go get yourself a new assistant. If you need me, I'll be in your hamper.
Jack: This makes me feel like a man.
Jack: No, seriously, I'm going to need a man after we're done.
Karen: [on hiring Jack to play a straight man in a commercial] No one in the world would believe you're straight. You're as gay as a clutchpurse on Tony night. You fell outta the gay tree, hitting every gay branch on the way down. And ya landed on a gay guy... and ya did 'em. No, no, honey, your gayness can be seen from space.
Will: Oh, I can't believe this. This is only the most important thing we've done together and you flake out on me. I don't know why that's surprising, you're a flake.
Grace: All I asked for was one month, one month to see where this is going.
Will: Oh let me tell you where this is going. You'll end up hating him in three weeks because, I don't know, he has a weird chest hair pattern, or he doesn't like watching E... Or he'll end up hating you because you're too needy. Then you'll fall apart, I'll pick you up, and then magically, you'll be ready to have a baby.
Jack: You sure you don't want to go to Joe and Larry's kid's party? You'll tower over people.
Will: I do like to feel tall.
Karen: Oh honey, you're always the life of the party. Oh, speaking of parties, would you like me to "RSTD" to Moe and Mary's?
Grace: Uh, I don't know Karen, I'm really not in the party mood.
Karen: There'll be a nice cake.
Grace: I do like a nice cake.
Grace: We're all here for you, right Karen?
Karen: Why wasn't I your girlfriend, queerbait?
Karen: You told your mother that Grace was your girlfriend, how could you?
Jack: But I didn't even know you when I made up that lie.
Karen: Oh yeah, but when you did, you should have broken up with her, and hooked up with me.
Jack: You're married, I'm gay.
Karen: Not in the lie.
Jack: 1. Five hundred thousand dollars all in fifties. 2 A Shetland pony died pony blue to match my eyes. 3 Powder Blue Eyes.
[Jack and Karen have just had a big fight over the Rosario/Jack divorce case. Jack flounces out of the room but just before... ]
Jack: By the way your boobs look great today
Karen: [Quickly but cheerfully shows some of her top and cleavage] Thanks it's a one of a kind Jean Pierre just had it shipped in from Paris today.
Karen: NOW GET THE HELL OUTTA HERE.
Karen: Poor Jack. How could anyone tease a boy with such lovely eyes. Sweet smile.
Karen: HAH. JACK MC FAIRYLAND.
[whiny kid voice]
Karen: Fairy land fairy land Give me your lunch money fairyland or I'll kick your ass.
[Karen stops heads over to her chair and sits down]
Karen: Kids can be so cruel...
Will: The last thing I need in my life right now is somebody else's drama
[Grace opens door to reveal Jack]
Jack: My wife is cheating on me, my life is ruined, Will help me!
Grace: Enter the drama queen, exit the neighbor.
Jack: Can you believe this? She wants to divorce me and marry Gardener! I'm out on the street!
Will: That's shocking. Is there any way you can tell me about this without screeching like a howler monkey?
Jack: [extremely high pitched] You know what, I don't need you! I have plenty of friends who would be more than happy to help me through this! Goodbye!
[Long pause, neither moves]
Will: You don't even pretend to leave anymore, do you?
Jack: We need a good designer.
Karen: Do you know any?
Jack: Why isn't she speaking?
Karen: Because she's hypnotized by her own dress.
Karen: You know I had a dream once. To be rich and beautiful and have a great body. Oh look, my dream came true.
Karen: Honey that is so sweet... no.
Karen: Well don't let it get to your head, your hair is already such a disaster that the Red Cross wouldn't give it coffee.
Karen: I'm not going to Queens, there are people living in cabs down there.
[Watching the first gay kiss on network TV]
Jack: This is bigger than the moon landing.
Will: One giant leap for man-on-man kind.
Jack: My ride is here. It looks like a huff. I think I'll leave in it.
Karen: Grace, my head is spinning. and not in a good way.
Grace: OK,let my try an experiment I did in college.
[Karen sighs then grabs Grace's face as if she is going to kiss her]
Karen: All right one kiss and back to work.
Grace: Not that kind of experiment.
Gillian: [talking about Karen] She sends me to the coolest places, right? I mean, like yesterday. She sent me to Tiffany's and Barney's. She even sent me to the dog groomer to get the gray out of her poodle. Well... they couldn't because, well, it's a gray poodle.
Grace: I'm sorry. She shouldn't have you running errands.
Gillian: No, no. It was great. I mean, the moment I mentioned her name at Barney's, people just started kissing my ass. I got a glass of champagne, a personal shopper, and a Percocet. It was awesome.
Grace: Well, you should see what happens when you mention my name at The Rug Barn. You get a glass of cold mint tea and a rough kiss from a guy named Misha.
Grace: When we broke up it was for totally different reasons. I wanted to raise the kids Jewish, you wanted to sleep with men.
[Will is walking Grace down the aisle]
Will: This may be the wrong time to tell you this, but I'm straight.
Grace: Don't make me laugh, I'm being photographed.
[talking to Jack]
Rosario: Hold on Francis Ford Fagola.
Karen: Well, look who penetrated the inner-circle. And then he stuck around and married her.
Grace: I don't need to have two gay guys laughing at me. I get enough of that at home
Jack: I don't know Truman it's kind of a turn off. Howabout mary fatjeans?
Jack: One day I hope to have a hag of my very own.
Karen: Why did I agree to cook for Stan? I must have been sober. That won't happen again.
Karen: Husbands come and go but the Chanel slingbacks are for life.
Karen: Jack I've spent years and my husbands millions learning about fashion. What are your qualifications?
Jack: I'm gay.
Karen: Oh honey what would I do without you?
Ben Doucette: Yes you will.
Will: No I won't.
Ben Doucette: Yes you will.
Will: No I won't.
Ben Doucette: You know, it's a little ironic. Thirty years of legal experience between us, and this is how we argue. And yes you will.
Karen: Well honey, look on the bright side.
Grace: What bright side?
Karen: Jeez Honey it's just an expression.
Karen: Looks like your new sweetie's turned his back on homosexuals. And not in a good way.
Karen: It's a cult, like the Moonies, or the homeless.
Jack: Wow, Will, you did a great job planning this wedding.
Jack: I take my pants off to you.
Will: What, is the whole city gay?
Jack: Not yet, but if all goes according to plan, come tomorrow morning... muhahaha.
Will: Don't you know that a Queen always beats a Straight?
Karen: I know. Let's take pictures of us eating all this food and then show it to some homeless person.
Jack: Karen. You are such a female Jesus.
Jack: Sex is a drug, Karen. I should know. I'm a licensed dealer.
Jack: Mary Kate and Ashley, it's beautiful.
Will: Jack, I'm asking you to be my kid's godfather. Or rather, his fairy godfather.
Jack: I've always wanted to perform... on the Broadway stage. The wigs, the makeup, the costumes... and then I'd walk to the theater.
Will: I don't hate Andy, I like Andy.
Grace: Well, Humphrey Bogart liked Ingrid Bergman but he gave her up for the good of the Resistance.
Will: Have you been swinging from powerlines?
Ben Doucette: Let's talk wine. Karen, you have any preference?
Karen: Honey, I'd suck the alcohol out of a deodorant stick, so you're asking the wrong gal.
Will: I just spent an hour with Nathan at the Tight End.
Grace: Oh God, if you're gonna tell me he's gay I'm gonna have a freakin' heart attack.
Alex: [on the phone] Come on Will, tell the truth, you're actually a married man with wife and kids with no intention to ever see me again.
Will: Nothing could be more far away from the truth.
Grace: [entering and yelling] Good Morning sweety. Oh my God, is that bacon? I love you, I love you, I love you.
Karen: Grace that blouse hurts like a hangover.
[Val is making obscene positions in the elevator]
Will: Val? What are you doing?
Val: Oh, nothing, just a liitle something to the security camera. A liitle gift for the boys in the basement.
Jack: Shut up, I do the same thing.
Will: I hate to disappoint you both, bu that's not a security camera, that's a smoke detector.
Grace: Fine, I don't need to go out with you guys. I have a kick ass night planned.
Will: OK, ant traps are under the sink.
[Grace is asking Will to help her choose a dress]
Grace: This one's slitty... this one's slutty... this one's titty... this one's butty.
[Will is coming out to his boyfriend's boss, who had thought they were brothers. Earlier, Will and Stan changed Stan's will without telling Karen and made it so 1/3 of his money would go to charity]
Will: But make no mistake about it, Harry. I am a gay man. I sleep with men. I have no desire to sleep with women... Not now, not ever.
Karen: [entering] You screwed me, Will Truman!
Karen: Oh, don't you play dumb with me. Oh, you stuck it to me but good.
Karen: And he is just so comfortable giving it away, aren't ya? Wow. Single mothers. Homeless women. Sally Struthers? You make me sick! I got news for you people, I'm gonna get him in a room, and I am gonna work that little will until I'm satisfied.
[Will goes to see a psychic]
Psychic Sue: I see a man in your life. You're going to spend the rest of your life with this man.
Will: Ok, ok, tell me more.
Psychic Sue: His name starts with a "J". Like Jake... no Jack.
[Will looks sick]
Psychic Sue: Do you know anyone named Jack?
Will: [looks ready to cry] No...
[Will is wearing an Abercrombie like shirt]
Karen: Oh, Will, there was someone in the elevator asking for you. Oh, yes, it was your youth it wants its shirt back.
Jack: Wow, Elliot has two gay parents. That's like... every kid's dream.
[Jack is meditating to prepare to tell his mom he's gay]
Jack: And now I'm calm.
[Here's a knock on the door and learns it's his mother]
Jack: Sarah Jessica Parker. Hide me.
[Jack doesn't believe that Eliot's mother is gay]
Jack: No, it can't be... same something lesbionic.
Bonnie: Home Depot.
Jack: K.D. Lang you are a lesbian.
Grace: No, he is not laughing at you. He is laughing with me, who is laughing at you.
[Jack lost Will's boyfriend's dog and Will and Jack are trying to figure out what to do when he knocks on the door]
Jack: Maybe it's not Paul.
Paul: Hi, it's Paul.
Jack: Maybe it's a different Paul.
Paul: Paul Bailey.
Jack: Maybe he forgot about the dog.
Paul: I'm here for the dog.
Jack: Maybe he's over you.
Paul: Oh, I've missed you.
Jack: Well, my work here is done.
[after someone asks Will what his name is]
Will: I'm Truman. Will Truman. And I really didn't mean to say that in a Bond. James Bond kind of way.
Karen: You know what else is sad? Poor people who have dreams.
Karen: Well that's not sad as much as it is extremely funny.
[Karen is meeting Stan in prison]
Karen: I can't have sex with Stan with the lights on. How am I supposed to have a conjugal if I have to watch the con jiggle?
Will: When you saw Kevin Spacey you tried to get back those nine bucks you paid for "K-Pax". I believe your exact words were: "hey Spacey, pay it forward."
Karen: She's getting too big for her boots.
Rosario: Someone should punch her in the neck.
Karen: Hey. that isn't very ladylike
Rosario: With an open fist.
Karen: That's my girl.
Grace: I ran into Leo. But you can't tell Will I found out. I mean, *I* know, but he doesn't know I know. And now that you know I know, you can't let Will know that you know I know, you know?
Jack: No... do you know?
Karen: I think I know, but I'm sure I don't care.
Jack: It's time to put the sex back in homosexual, Will.
[about newly gay man Barry]
Jack: Will, you don't understand. We have to help the new gays. Nurture them, make them beautiful. We have to Gay It Forward.
Will: How long have you been sitting on that one?
Jack: Since the movie came out.
[a year after his coming out, to Jack]
Will: You've been like a sherpa through the Himalyas of... him-a-laying.
Karen: I'm not good or real... I'm evil, and imaginary.
Karen: [entering Will and Grace's apartment, panicked] Help me. Hide me. She's after me.
Will: Wh-what's the matter, does your stepdaughter want a hug?
Karen: I thought, finally. A man who can make a woman feel like a girl. And who can make that girl feel like a slut. And who can make that slut feel like a woman.
Karen: [to a lesbian at a hate crime prevetion fundraiser] Oh yeah, honey, we're all lesbians when the right man isn't around.
Karen: OK, rule number one. Unless you're served in a frosted glass, never come within four feet of my lips.
Karen: Grace. It's Christmas, for goodness sake. Think about the baby Jesus... up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.
[Grace introduces Karen to her intern]
Grace: Let me move you over here, in the unlikely event that she unhinges her jaw and swallows you whole.
Karen: Nice outfit for a funeral. If that outfit were any shorter I could see your English muffin.
Lorraine Finster: I wouldn't talk. If that dress were any lower I could see your Yankee doodles.
Will: Stanley Walker was a great man.
Grace: A nice man.
Jack: A FAT man.
Will: He was a decent man.
Grace: A kind man.
Jack: A surprisingly good dancer.
Rosario: [to Karen] Up yours, Count Drunkula.
Rosario: [to Jack and Karen] Oh look, it's "Dumb and Drunker".
Karen: [to a waiter] Hey apron. who told you you could make eye contact?
Will: Their last party was so wild. All I remember is making out with some guy in a hot tub.
Jack: Me too.
Will: I really don't really remember that...
Jack: Me neither.
Jack: [to a guy who works in tv] TV? I love tv. "Buffy" is my life. So into Willow being a les, did you have anything to do with that?
Jack: When I first saw you I could tell you were bearing the weight of the world on your shoulders and about 30 on your hips.
Jack: Have you lost your mind as well as your looks? I ain't babysitting.
Jack: [to Will, about Elliott] Would it have killed you to acknowledge that he exists, or were you too busy high-kickin' it with Nikki Kidman at the Moulin Rouge?
Jack: Uma Thurman-Hawke, hide me.
Lorraine: You're a fancy dresser. Are you English?
Will: Oh no, I'm gay.
Lorraine: Well, its the same thing.
Will: If that weren't true, I'd find that offensive.
Nathan: I'm Nathan, Grace's new boyfriend.
Jack: That's strange. I'm not getting a gay vibe from you...
Cher: Don't talk to me about rejection, okay? Look how many times I've gone down in flames. Remember, I LOST the Oscar for 'Moonstruck'.
Jack: But you WON the Oscar for 'Moonstruck'.
Cher: And don't you forget it.
Jack: STOP IT. STOP IT. You're hawking your album during my dream?
Cher: Well, someone's gotta pay for these costumes and dancing fairies.
Cher: [to Jack during his dream] Follow your bliss jack...
Jack: [grabs one of Cher's dancers] my bliss is this way.
[Two kids are making fun of another kid]
Jack: Oh, my God, that mean bully act is so 1983 I could vomit.
Karen: [to Will] Oh honey, I have a fake laugh with your name written all over it.
[Will invited Jack's mom to their Thanksgiving dinner]
Jack: The woman is a monster, and you clearly did this to torture me.
Will: I did not. That was just an unexpected bonus, really.
Barry: I'm sorry I'm late. I didn't know what to wear for our second homosexual date.
Will: Oh, traditionally, whatever's hanging on your homosexual chair in your homosexual bedroom.
Jack: So, K, how's it going with the divorce? Do we know what we're getting yet?
Karen: Well, we'll find out next week after the hearing, but I'm not worried. All we have to do is show that Stan cheated on me - which the filthy pig did - no hard feelings - may he rot in hell - I love him to pieces - the fat turd. And I get half of everything.
[Will and Jack are reading the newspaper]
Will: Yes. Intel is up 2-and-a-half points.
Jack: Yes. My gym just got trampolines.
Grace: [on the phone] Yes. This is Grace Adler of Grace Adler Designs. I was in there yesterday. I told you I would be back today. And now you're telling me you're all out? Do you know how much business I've given you over the years? How much money I've spent? You idiots never make enough chili.
[Slams down the phone]
Jack: Sorry, no public displays of affection. They don't know I'm gay here.
Cam: I guess that means you haven't spoken or moved.
Jack: [to Grace] What I know is, a grown woman shouldn't wear pigtails.
Will: Yeah, what's that about, Pipi?
Grace: You know, I really didn't want to be invited to the 'bitch brunch'.
Karen: [to Will] Honey, I thought you were a lawyer. Why are you living in the projects?
[about Jack's father]
Jack: He was the source of all my talent.
Will: But Jack... you don't have any talent.
Mrs. Markus: Don't worry, Grace, Marvin will fill you in on everything.
Grace: Who's Marvin?
Leo: I'm Marvin.
Grace: Your name is Marvin?
Leo: Yeah, but people have always called me 'Leo' because... my name is Marvin.
Grace: OK, this has been driving me crazy, and I can't keep it in any longer. There's something I really need to tell you. I have been dating your shrink.
Will: [in unison with Grace] Dating my shrink.
Grace: How did you know?
Will: Well, let's just say he's used my sessions to figure out a way to get into Graceland.
Jack: [answering the phone] Yeah?
Jack: Yeah? Oh, my God. I'm so excited. I can't wait to tell my friends.
[hangs up and runs to the door]
Jack: I'll see you guys later.
[Jack has his feet up on Grace's table]
Jack: I'm too much of a giver. That's right. I give a little bit too much. Always putting other people's needs before mine. Well, no more. Before it used to be World, Jack. Now it's Jack, World.
Grace: Hey, Jack-world, how about you move your Jack-feet before I kick your Jack-ass?
[Leo has to tell everyone to go home]
Dr. Leo Markus: Okay, everyone... look, you're not gonna like what you're about to hear...
[Grace comes in, singing]
Will: Well, to be fair, he DID say we weren't gonna like what we were about to hear.
Jack: Who gets married on twenty-thou? My dress alone will cost fifteen.
Karen: The only other person I've apologized to is my mother and that was court ordered.
[on top of a building just before Grace's wedding]
Grace: We have been up here before, remember?
Will: No, that building was across the street from that juice store.
Grace: Paradise Juice. See right where that parking lot is.
Will: They paved paradise and put up a parking lot.
[Will and Grace are dancing on the roof of a building just before her wedding]
Will: Don't tell Leo that I had the first dance.
Grace: Oh my god. Jack got turned on by a woman? Well, he couldn't be straight, so, what, now he's a lesbian?
Jack: Jennifer Jason Leigh, these people are freaks.
[Val has stolen Grace's music box, which plays "Hava Nagila", and claimed it is hers]
Will: How long have you had it?
Val: Oh, for, like, forever.
Will: Oh, what's it play?
Val: This old Irish song that I love.
Will: Sweet. Can I hear it?
[opens the music box, singing along]
Val: Gosh and begorra, gosh and begorra, gosh and begorra, my Irish eyes...
Grace: [shrieking] It's 'Hava Nagila'! It's not an Irish song! It's an ancient Hebrew song about... something Jewish!
Will: You mean I just let a gorgeous guy who cooks, makes his own jewelry, and who was totally into me walk out the door?
Stuart: No, actually. First you called him a filthy stinkin' ho, then you told him to get to a clinic, then he sort of ran out the door.
Karen: Honey, my mother wants to do something for herself and that gives me a beautiful feeling.
Grace: So do the little blue pills you take every fifteen minutes from the bottle labeled "Beautiful Feeling!"
[Will is trying to convince Karen not to fire her pastry chef, whom he has the hots for]
Will: He's a genius. He's an artist. You wouldn't fire Picasso, would you?
Karen: I would, and I did! He put both my breasts on the same side of my body. I wouldn't take that from my plastic surgeon, and I wouldn't take it from him!
Jack: You cannot believe the day I had. Something must be dont.
Will: Ohh look, it's the Notorious FAG.
[Jack and Karen meet Bebe Neuwirth at a cafe]
Karen: Say something as Lilith. We hate your real voice.
Bebe Neuwirth: I will if you will.
[Jack is participating in a gay spelling bee, cutting from another scene]
- O-W, J-O-B. 'Eyebrow job.'
Jack: D-I-R-R-R-T-Y. Christina Aguilera's 'Dirrrty'?
- H-I-S. 'Mom, I don't know how to tell you this.'
Judge: [later] The word is... 'GQ.'
Jack: Did you say GQ?
Judge: Congratulations. You've made it to the final round.
Will: That's your captain? That's your limo driver.
Karen: Oh, drive a boat, drive a car, drive a plane, as long as I'm drunk, what's the difference?
Karen: Swell party. My stepson's no longer a virgin. Thanks, Debbie Harry.
Dr. Leo Markus: Grace, I have to go to Guatamala to help out some doctors down there.
Grace: You're going back to Africa?
Dr. Leo Markus: Yes. And while I'm there I'm gonna buy you an atlas.
Grace: Who's Diane?
Jack: Oh, Diane is the woman Will slept with after he broke up with you. You knew about that. You told her.
[Grace looks hurt]
Jack: You didn't know about that? You didn't tell her?
[Grace gets up and walks out]
Will: Wait, Grace. Jack, when we get home I am going to rip your heart out through your foot.
Grace: Put the catalog down... you have everything in it.
Jack: We hate her. We hate her even more than the know-it-all daughter on 'The Gilmore Girls'.
Karen: My mother's crazy, that's why I had her committed. Well, she's not as crazy, as so much as she really bugs me... yeah, she's a bitch.
[On Karen in divorce court]
Will: It's been a difficult day... watching Joan Crawford address Pepsi-Co...
Grace: You said that money is no object.
Karen: Oh honey, that's just a saying, like 'Ooh. That sounds like fun.' or 'I love you'.
[Will is telling Grace about his sexual encounter with a woman after he dumped Grace]
Will: Grace, I just wanted to see for sure. It was really bad.
Grace: Well, why couldn't it have been bad with me?
Will: Because I love you. I had to do it with someone I didn't love. And I love you. I couldn't do that to you.
[Will and Grace are playing Pictionary]
Grace: A duck. A chicken. An emu. Uma Thurman. Shamu. Okay, no. Okay. The sun. The moon. Reverend Sun Myung Moon. An eclipse. Eclair. Claire Danes. A great dane. Dame Judy Dench. Dame Maggie Smith...
Will: Enough with the dames.
Grace: [to Jack] Today I'm handing out lollipops and ass-whoopins and right now, I'm all out of lollipops.
Karen: Honey, I don't produce theatre. I am theatre.
Karen: Oh yeah, real rough day for you. Meanwhile, my soon-to-be ex-husband is trying to screw me over. I gave that man the drunkest years of my life.
Will: Stop saying that here. Stop saying that to the judge.
Karen: [to Jack] Oh, Honey. You're simple, you're shallow and you're a common whore. That's why we're soul mates.
Karen: Grace, remember that afternoon and we were walking down 5th Avenue and you saw that ring in the window of Tiffany's and you said to me, "I would give anything to buy that ring"?
Karen: I bought it for myself.
Will: Ahh Jack. Cute as a button, but not quite as smart.
Will: This guy I had a date with tonight, used to be straight. I was his first homosexual date.
Jack: What. He just can't start sleeping with guys, who is he, Anne Heche?
Karen: [to Will and Jack] Hey. What the hell did you two Mork and Mindy-looking sons of bitches do to my cousin Barry? You're supposed to help him be gay, but you didn't finish. The poor kid's so confused, he's sitting at home on the couch watching football in a spandex onezie.
Jack: Why are you so angry? Why don't you tell me what this is really about? Oh... my god. You're in love with me, aren't you?
Will: Do you smell toast? Because I think you're having a stroke.
Karen: Wilma, I forget, which are you these days, gay or straight? Wait, wait! I'll do a little test. There's a penis and a vagina in a tent and it's on fire. Which one do you save?
Will: Why are they in a tent?
Karen: Oh, Will! I'm trying to do you a favor. I want to hook you up with my cousin Barry!
Jack: What? Why him? He's hideous!
Jack: [to Will:] No you're not.
Jack: [to Karen:] He's revolting!
Jack: [to Will:] That's not true.
Jack: [to Karen:] He's disgusting!
Karen: Oh, and when you meet him, where something tight. You've got good stuff in there.
Will: What am I, a sausage?
Karen: How about a toast...
Will: I can't believe you told her.
Grace: I can't believe you told him.
Will: He doesn't count, he never listens.
Grace: She doesn't count, she's always buzzed.
Karen: Hey, hey, hey. Hey, c'mon now... where are we?
Jack: ...I'm sorry, what?
Grace: Karen, please tell me that you didn't drink your lunch yet.
Karen: Honey, I just finished drinking breakfast. You've got to give the liver a little time to digest.
Will: You don't take relationship advice from Karen. You get advice on, I don't know, what wine goes with mood stabilizers.
Will: It's so weird how your eggs have an expiration date. They're just like... eggs.
Will: She's got a drink in each hand, and probably one in her purse. And she's got me.
Jack: There are no straight men. Only men who haven't met Jack.
Will: Karen once told me that Christmas celebrates the birth of our Lord Cartier.
[Grace sees Nathan passed out with Will and Jack on a bed]
Grace: Oh my God. I turned another one.
Jack: Are there any Hobbits left in America?
Grace: Ok, now, remember, Karen. Not a word about...
Karen: [NODDING] Oh. John Goodman.
Grace: Yes, Karen. John Goodman. Also try to avoid the subject of baby.
Grace: I see the way you look at me when I shave my legs.
Will: Well, that's because it happens so infrequently, I have to take a minute to figure out what you're doing.
Karen: Honey brace yourself. Stan is having an affair. He was caught red handed.
Jack: He was by himself?
[Karen is feeling depressed]
Grace: I need you to do me a favor... I need you to hit on Karen.
Ben Doucette: Please tell me you just said you need me to PUT a hit on Karen.
[Why Paul is dating Will instead of Jack]
Will: Maybe because I read novels rather than Tiger Beat. Maybe because I can finish a sentence without the use of jazz hands. Maybe because my frame of reference extends beyond boy bands and butt-robics, or maybe, just perhaps, it's because he sees a good long-term prospect with me rather than a good hour and a half with you.
[Jack and Grace are cooking]
Jack: This looks hard.
Grace: Jack, it's four packs of Easy Mac.
Grace: It's *really* hard.
[Grace shows Will a bowl of microwaved mac and cheese]
Grace: Look, Will. We've been cooking.
Will: Oh, a cuisine of Chef Boy-Are-You-Lazy.
Rosario: It's Mr. Stan. He's dead.
[everyone is stunned]
Leo: [entering] Hey, hey, I got off work early, picked up a couple of sixes. I found a 20 on the street - damn, it's good to be alive... What?
Will: Your dad's great.
Grace: Yeah, in a parallel universe where my hair is straight and so are you.
Mr. Stein: I thank you from the heart of my bottom. No. Wait a minute. Strike that, reverse it.
Mr. Stein: I like you, Will. You remind me of a young me.
Mr. Stein: Do you know where my red wagon is?
Will: Uhh... no. I'll have to ask mom.
Grace: Thanks for taking me out to dinner, Kar.
Karen: Well, honey, it's like the old song goes - anyone deserves a free meal who has Will's sperm inside them.
Grace: I think that was from "You're a Gay Dad, Charlie Brown."
Karen: How badly do you want to be my lawyer?
Will: Very badly.
Karen: Badly enough to suck that peanut off the table?
Will: Karen, I'm not gonna...
Karen: Suck it.
[Will bends over and sucks the peanut off the table]
Will: God, I hope that was a peanut.
Karen: Grace. It's Christmas, for goodness sake. Think about the baby Jesus: up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.
[Thanks to Karen, Jack says he just lost the gay spelling bee]
Jack: Well, well, well. Look who it is. Got anything written on your freakishly tinier boob?
Karen: It's only smaller when it's scared.
Leo: Are you jealous about them?
Grace: No, I'm not jealous. And I'll tell you why I'm jealous. Because I am *not* jealous.
Leo: You're not making any sense.
Grace: Oh, so suddenly you're the president of things that make sense?
Will: [to Jack] Oh my God, it's finally happened. You've gotten so gay that you looped around to straight again.
Will: Karen, I am a lawyer, which means, unlike you, I actually *passed* a bar.
[telling Will that he is the only guy to make her have an orgasm]
Diane: You spun me right round, baby. Right round, like a record player. Right round, round, round.
[after being complimented on her looks by her former adult movie employer]
Karen: Yeah? Well it's smacked you in the face with a shovel and left you for dead, ya look like hell.
Candy Pruitt: Karen, love. It's your voice I heard.
Karen Walker: Oh.
Candy Pruitt: I thought someone was strangling an old macaw.
Karen Walker: Candy. I can't believe you're up and around. I guess even a mad scientist has to hit a wall at some point.
[Candy and Karen both laugh, and air-kiss each cheek]
Karen Walker: So, how they hangin', honey?
Candy Pruitt: Well, thanks to Dr. kipper, three inches higher. Listen. As much as I'd love to stay here sweatin' with the oldies, I'm getting a little woozy from the booze-y seeping from your enlarged pores.
Karen Walker: Oh, honey, they're not enlarged. They're just in shock over that hair color.
[Candy and Karen both laugh, and air-kiss each cheek]
Karen Walker: Sweet gal.
Karen Walker: She's gone to Mexico for face-lifts so many times, I'll bet if you whacked her head with a stick, prizes would fall out.
Karen: What's so great about another person anyway? All they do is manhandle your boobs and eat all the ham.
Will: Yeah. And get hair gel all over your pillow and move around your bedside table figurines.
Mr Stein: And cut your tie in half and make you call yourself Nancy...
Jack: Lesson for today: Though the eyes are the window to the soul, the zipper is the window to the underwear.
Will: [about Stan] He didn't find out about your affair, did he?
Karen: No. Thank God my boobs are like arms. I was able to distract Stan with one of them while the other one motioned for Lionel to get out the door.
Karen: Ugh. The subway was disgusting.
Jack: Karen, we took your limo.
Karen: Oh. I've got to stop drinking those Big Gulps.
[Karen thinks that Grace can win the affections of a gay couple she knows with presents]
Karen: Honey gays love presents. Stick something shiny under their faces and their yours. It's how we won New York back from the Gay Indians...
[after dropping noodles on the ground]
Grace: Oh no, my noodles.
Owner: That's okay, we get you 'nother.
Grace: Oh, thank you, thank you.
Owner: That will be 7.95.
Grace: What? You don't pay for the second noodles. And everyone knows you're suppose to say, "hot plate, hot plate," when something's hot.
[Later, Grace finds Karen & Jack in Happy Noodle, after they swore not to go in]
Owner: And Karen, since you've been here all week, we give you one on the house.
[Flashes a glance at Grace]
Owner: Hot plate, hot plate
Jack: But there's always a lot of rich, old gay guys at those things looking for younger gay guys to take care of. You know, the way Dick Cheney takes care of George Bush.
Karen: Well, howdy, domestic pardner.
Jack: Heterosexual marriage is just wrong. I mean, if God had meant men and women to be together, he would have given them both penises.
[Grace has just walked in and found Will, Jack, and Nathan entangled and asleep in bed together]
Grace Adler: Grace: Oh, my God, I've turned another one!
Karen Walker: I'm going to grab some lunch with some of the other gals from the typing pool.
[Grace stares at her in disbelief]
Karen Walker: Oh, it's Zoe's birthday! Fran made cupcakes!
Karen Walker: [she leaves the room]
Grace: Cupcakes...! Frickin' nutbag! Craaazy!
[Karen is at her desk reading a magazine. The phone rings. She picks up the phone]
Karen: Grace Adler Designs. Oh, hi, Stanley! No, I'm not doing anything. Sure, ok, you wanna start now? Ok. Yeah, I'm naked. Mmmhh, uhuh, hmm, mm. Oh, already? Well, good for you!
[she takes a look at her watch]
Karen: Great! Ok, sweetie, well, call me later! ok!
[she hangs up the phone]
Will: [on Grace] She's crazy. And just when you think you've reached the bottom of her craziness, there's a crazy underground garage.
Grace: Are you wearing smarty-pants, because that was a great idea!
Jack: Well, no, but I might be wearing a witty thong!
[talking to Grace about why they don't think as one anymore after living apart]
Will: We've lost our mojo.
Will: Or in this case, our homo-jo
Jack: Can you contact me with Jude Law?
Psychic Sue: He's not dead.
Jack: I know, but I still want to make contact with his other side.
Grace: Gay sex is *so* hot.
Karen: Hey, gays!
Will: Well, you should be happy you didn't take a ride on the Truman Train.
Leo: Train? There was one passenger.
Will: Yeah... but at least she got off.
Will: [telling Grace how she's lucky she didn't have sex with him] Yeah, a ride on the Truman train could have ruined you for life.
Leo: Train? Train? You had one passenger.
Will: Yeah, but at least she got off.
Grace: [making up a story about a vase they brought at a nick-nack store] It's a sad story actually, it's the only thing that survived the fire that burned down the house when Grams accidentally answered the iron.
Jack: With her hook!
[Elliot is on a soccer team]
Jack: [dragging Elliot into Will's apartment] Will someone talk to this kid? He's thinkin' about quitting the team.
Elliot: Yeah, because I'm awful. They even have a new nickname for me on the team. "Awful."
Jack: I give up. I throw up my hands and jut out my hip.
Grace: [to Elliot] You know what, when I was your age, there were a lot of kids who said I couldn't kiss. But did I quit kissing? I did not. I stuck with it. I made out with every guy who would have me. And today...
[waves her hand around, showing off her wedding ring]
Jack: Not you, Whore-a Flynn Boyle!
[Will's elementary school nemesis, Kevin Wolchek, has come to work at his firm]
Grace: Sweetie, are you gonna be okay? You sure you don't want me to stick around in case Kevin comes back? You know I'm a good biter. I once bit a jump rope in half.
Grace: [pause] What d'you mean, "why"?
[Will just made a bad joke]
Jack: Please keep that to yourself, the religious right already hates us enough.
Jack: Language was only needed when unattractive people were born so they could be commented on.
Jack: Will, you're going to be a great dad because for the past 10 years you've been a great one to me.
Will: Wanna stop for ice cream?
Will: Want to go to a bar and look at hot guys?
Jack: I love you daddy.
[Will and Jack are in the car and Will does "the soccer mom arm save"]
Will: I just don't think I'm cut out to be a dad.
Jack: What are you talking about? You just did the soccer mom arm save.
Jack: So, you have the instinct.
Will: That wasn't the instinct of a dad, that was the instinct of a person who didn't take out insurance on his passenger.
[after ripping open Grace's trousers]
Fanny Lieber: Oh... you're Jewish.
Grace: [long pause] How... how can you tell that?
Fanny Lieber: Cheap underwear.
Karen: Hi Yes, Anastasia Beverhausen. Did you intend the reader to have an erotic reaction to the grisly murder of the handyman?
Writer: Did You?
[Karen shows 3 fingers]
Writer: Then yes.
Jack: Elliot, we're gonna have an adult conversation now so I think you should leave the room.
[They start walking towards the door]
Elliot: Well, can I listen at the door?
Jack: [looking around] ... Yeah, I think that'd be okay.
Jack: Will, the sweetest thing just happened. The lady on the elevator said we were a cute couple.
Stuart: Well, actually she said, "Stop making out or the fires of Hell will consume you."
Jack: Yeah. Oh, look! There he is. There's Bill. Isn't he dreamy?
Karen: Yeah, he's a slice of ice-cream cake. Now, when do I get to French-kiss a girl? Come on, when? When?
Karen: Well, deal me in. I've got a lifetime membership to the losers club. Hm-mm. I've been dumped by one-ton billionaires, heads of state, and every member of Crosby, Stills, Nash, and Young, but I'm not naming names. What's so great about another person, huh? All they do is manhandle your boobs and eat all the ham.
[during Karen's wedding]
Jack: Here comes the bride... and she is pissed!
Grace: I thought this could be a theme party. Nathan and me, Jack and his father, Karen and her drink.
[to her martini]
Karen: Thanks for coming.
[Nathan gives Will a wet willie]
Will: Now if you excuse me, I'm going to dip my head in alcohol.
Karen: Oh! Wait for me!
Karen: They're trying to make gay people straight? Good Lord! Don't they know what that'll do to the fall line?
[Karen and Jack walk into a gay to straight conversion cult]
Karen: Just because they stopped being gay doesn't mean they have to stop having taste!
[after getting off the phone with Grace after telling her that he kissed another woman]
Leo: She said she never wants to see me again.
Will: Oh, well, I'll talk to her, don't worry, she'll come around.
Leo: Uh, there's more that I didn't tell you. The woman I kissed, well, I didn't just kiss her. I slept with her. But you're still going to talk to Grace for me, right?
Will: Uh, no. Now you're on your own.
[at Karen and Lyle's wedding]
Jennifer Lopez: Congratulations to Karen and Lyle. I just want to say that the secret to a happy marriage is... oh, who am I kidding?
Jack: Today is an important day for you. You're not just losing a friend, you're losing a hag.
Will: She is not my hag. She's just a single woman who used to be in love with me and who hasn't spent a day away from me since college.
Will: She's been a good hag.
Leo: Will, I want you to know that I'm going to do everything I can to make Grace as happy as you have... well, plus sex.
Kevin Bacon: Man if I had a dollar for every jock strap my stalker stole from me...
Jack: You'd have $187!...
[Kevin Bacon looks at him strangely]
Jack: It's just an expression.
Karen: [helping Jack practice for the Gay Spelling Bee] The word is... doily.
Jack: Doily... could you use it in a sentence?
Karen: The man walked *doily* down the street.
Jack: Oh, doily! D-O-I-L-Y!
Grace: I just gave a quarter to a homeless guy, I think it was Johnny Depp.
Nathan: Carefull, that's a nasty paper-cut waitin' to happen.
Jack: Kiss it, kiss it, spank it.
Grace: [about Jack going back to Karen after sleeping with grace] What were his exact words again?, my Harald and Maud faze is so over.
Karen: [laughs at grace talking about a romantic evening she had] Oh that's tragic, which lever do I pull to make a safe drop on me?
Will: [about Jack] A man who stared humiliation in the face and said: Don't I know you?
Karen: [in a luandramat] What is this place? It's pretty.
[starts to tap on a washing machine]
Karen: Where are all the fishes?
Grace: No Karen this is a laundramat, normal people wash their clothes and wear them again.
Karen: Well poor people are just plain clever.
Jack: Oh Karen, you'd do that for me? You'd invite my family into your own home?
Karen: Oh poodle when you put it like that... No.
Will: Of course I understand the gravity of the situation, otherwise, could my pants do this?
Jack: we could play a sport like footskitball
[Lorraine told Karen to stay away from her father, so Karen slept with Lyle to stick it to her]
Lorraine: [to Lyle] She's only sleeping with you to get back at me.
Karen: How dare you! Where would you get such an outrageous idea?
Lorraine: From you, ya cow! You invited me here. You sent a car, and you put a bloody great sign in the lobby saying, "Nasty surprise for Lorraine Finster in room 315."
[Lyle has chosen Karen over Lorraine]
Lyle Finster: I-I'm sorry, Lorraine. I love you, but I'm not in love with you, and I *am* in love with Karen.
Karen: What? You are?
Lyle Finster: Yes, and it's - it's never happened to me before.
Lorraine: But what about my mummy?
Lyle Finster: Well, I-I wasn't so much *in* love with mummy as I was *in* an alley and *out* of condoms.
Will: Where's all the Chinese food?
Grace: Oh, I opened it up and started to eat it and then I noticed a hair in it. So I called the restaurant to complain and they were like "Well, how do you know its not your hair?" and I said "Well, I know what my hair tastes like." Anyway, I got so disgusted, I threw it all out.
Will: You ate all of it, didn't you?
Grace: Yes, I did.
Liz: Karen! Why did you buy this cheesecake? I'm totally eating healthy this week!
Liz: Cut to me eating this whole cheesecake
Karen: [delighted] Oh Liz! I love it when you do Cut To Me!
Liz: [talking to Karen about the bartender] That's Tony. I used to think he was totally gross. Cut to me on my back in his apartment...
Liz: [to Karen] You scared him off with your wierd bisexual vibe...
Karen: [after Grace blames Karen for something] I have feeling too, you know?
Karen: [Jack and Karen laugh hysterically] Damn it! I was trying to keep a straight face!
Barry: I can't go out with the guy. He's an all star, I'm barely in the minors.
Will: Sports again? What did I tell you to say when you have thoughts like that?
Barry: Oh, yeah. Liza, Judy, Barbara, Bette, these are names I shant forget.
Karen: [to Jack] You didn't get nominated. Yeah, someone from the Mack Awards called. Ted... Homosexual.
[Will's date has just called to say he's running late]
Jack: Will, have you totally forgotten how to speak our language? 'Running late' is gay for 'I'm blowing you off.'
Will: Really. What's gay for 'get out'?
Jack: That would be 'good morning.'
Will: [at the same time as Jack] Good morning, Jack.
[Karen is running a scam with her con-artist mother, and she is wearing a sweatshirt that says 'I Loves Me Kitty']
Jack: Oh, my God, I have that same shirt! Except, um, mine has a big rooster on it, and it says 'I love me big, red - '
Karen: [Grace enters wearing a cow-print skirt] Woah. Got skirt?
Grace: What, did you think I wouldn't find out?
Leo: Grace, I told you.
Grace: Yes, but I would have found out. I have connections.
Leo: In Cambodia?
Grace: YES CHEATER, IN CAMBODIA!
Karen: Ah, Smitty, I'm having a little hubby trouble. How about cheering me up with one of your jokes?
Smitty: I'm afraid I'm not in much of a joking mood. You see, my wife died Christmas, and I just haven't been myself since.
Karen: [laughs hysterically] Ah, Smitty. You always know just what to say.
[Jack and Will are shopping]
Jack: Will, I found it. The single CD shower companion.
Jack: 'Cause you can never have too many companions in the shower!
Will: Jack. Isn't that why your membership to the 'Y' was revoked?
[they see Leo at the counter]
Jack: Ooh, check out the man-cake at the counter.
Will: I know that guy. That's that horse guy.
Jack: Ooh, me likes the sound of that! Come on, intro-seduce me.
Marilyn Truman: Oh, you've got my favourite movie, Splendor in the Grass!-pause- What? Well, that's careless, they left off the G and the R.
Marilyn Truman: Shall I pop it in?
Will: Ironically, that's the first line of the movie.
[Grace is redecorating Jack's apartment, and Karen is paying]
Jack: [spreads arms] I've got it! A skylight.
Grace: [exasperated] Jack, we have already gone over this. You cannot put a skylight on the ninth floor of a 12-story building.
Jack: [screeching] Karen, I can't work like this!
Grace: Fine, if you want to spend our traditional Haunnukah dinner time with Jack, then that's fine. But all I'm sayin' is, betta' him than me!
Bobbi Adler: [to resteraunt patrons] You'll have to forgive her. She's never really forgiven me for being the prettier sister.
Karen: Gosh, I just love gambling here in Vegas. Sure, I may lose $100,000 but the drinks are free so it evens out!
Grace: Will, I'm serious. I haven't made any of the major decisions. I mean, who will I give my things to? What will happen to my business? Where will I be buried?
Will: Well, your business will go under. Your things are my things, so I'll just take them back. And I always figured I'd have you stuffed, and keep you by the front door to prop up umbrellas.
Grace: I wanna do a will.
Will: Yeah, well, get in line behind all the other ladies!
Kevin Bacon: When the stalkers leave, it's the first sign that your career is slipping. Little tidbit I picked up from Val Kilmer.
Will: Wait, you did a movie with Val Kilmer?
Kevin Bacon: No, but Val was in "Top Gun" with Tom Cruise and Tom was in "A Few Good Men" with me.
Kevin Bacon: Huh, that was a short one.
Grace: Hi, Karen. How are you?
Karen: [walks to an open window, and shouts out] Stanley Walker is a pig and I hope he rots in hell!
Karen: [walks away from window and calmly replies to Grace] I'm fine, thanks. How you doing?
Karen: [holding Jack in a headlock] You backstabbing... you are never to see that woman ever again, or else I will tie fishhooks to your nipples and throw you off the Chrysler Building!
Deirdre: We hear you and Grace have made quite a name for yourselves on the west side. Kudos.
Will: Thank you.
Deirdre: No, I see you have a box of kudos on your desk.
Grace: [Grace has picked up some slogans at an A.A. meeting] "Let go and let God."
Karen: Where did you hear that? Who taught you that hate speech?
[Will has quit his job and now wants to be a writer; they are now at a party]
Will: Oh, Rosario, I - look, I'm doing some writing on social injustice, you know, the battle between the classes?
Rosario: You want to interview me?
Will: No, no, I just want to jot something down. Could you hold my glass?
Rosario: [mad] Sleep with your lights on, white devil. Your time is coming.
Jack: Will, something bad happened.
Jack: I got turned on by that lap dancer!
Will: Are you sure?
Jack: Look, I know the difference between 6:00 and 12:00 and this was definitely Midnight at the Oasis!
Carla: Hey, are you going to come back and finish that lap dance?
Jack: Uh, no I don't think so!
Carla: Well, here's my card if you change your mind.
Jack: Well, thanks, Carl... wait, you're a Carl?
Carla: Just from the waist down. From the waist up I'm Carla.
Jack: Oh, thank God. I'm still gayer than Christmas!
Karen: Honey, black, white, gay, straight... What's it matter? We all finish ourselves off in the end anyway!
Karen: Honey, nobody has every offered to dismember a midget and make him into jewelry for me before. That's so sweet!
Jack: That doesn't look like a salad to me! Where's the arugula? Where's the radicchio? Where's the Rwanda?
Ben Doucette: Jack, one of those isn't a salad ingredient so much as a war-torn country in Africa.
Jack: I know that! I sponsor a kid in Arugula!
Jack: [about a very short guy Leo set Will up with] What we have here, is a pocket gay.
Will: A pocket gay?
Jack: A pocket gay.
Grace: It just creeps me out. Like anything that ends with "mini-teeth" or "mini-hair".
Will: Here we go...
Grace: On the Discovery Channel, there was this guy with a tumor that had mini-teeth and mini-hair, and when they poked it, it said "Ow"!
Will: It did not say "Ow".
Grace: Well, if it had mini-lips, it would have.
[during Jack 2001, Jack is singing and dancing to 'Arthur's Theme,' holding up pictures of the moon and New York City]
Jack: The best that you can do - cha cha cha - the best that you can do - Chaka Khan - is fall in love... two, three, four, off. Thank you. Thanks for stickin' round.
Val: Whoo! Yay! Oh, my God, Jack. That was the best show ever. It felt like you were singing only to me.
Jack: Well, for the last seven shows, I was.
Val: Look, I don't know what to say. I just - I really just wanna... officially thank you for coming into my life. It's just that, well, you're my world now.
Jack: Yeah, about that, um... see, the problem is I live here
[holds up the New York picture]
Jack: and I'm thinking you live waaaaaay up here.
[holds up the moon picture]
Malcolm: Excuse, Ma'am, but might I just say how beautiful you are, and I look forward to seeing you ride that electric wheelchair towards me on a very bumpy road... in a town where everyone's naked.
Karen Walker: Hello, Karen Walker, and it's a pleasure to meet a true gentleman. But now if you'll excuse me, the gap between my toes is throbbing like a son of a bitch!
Karen: What's that, honey?
Grace: Funnel cake
Karen: Can I have some?
Grace: [Innocently] Yeah, the stand is right over there...
Grace: It's a recurring dream. I keep having it over and over and over and over.
Jack: I see. Is this the first time you've had it?
Grace: That's a good question, Jack. Okay, anyway. In my dream, I'm on the subway completely naked. And then, all of a sudden, that hot gardener from "Desperate Housewives" gets on, and he puts his hand on my breast. Then that hot smart guy from "Jeopardy!" gets on and puts his hand on my other breast. Then that hot Korean guy from "Lost" gets on and puts his hand on my other breast. Oh, yeah, in this dream I have three breasts.
[talking to Grace about a bad experience with a psychic]
Will: I mean, who calls themselves "Psychic Sue"? It's like me calling myself "Lawyer Will" or you calling yourself "Designer Grace" or Jack calling himself "Jumping Ferret Jack."
Jack: [looks at Will in a shortie robe] Why the long robe?
Jack: Karen, you are constantly partially there for me... is there anything I can pretend to do for you?
Karen: I'm a lady, assface!
[Jack is protesting a gay kiss being pulled from an NBC show, and has just been told the channel can't promote that lifestyle]
Jack: It's a gay network, for God's sake, the symbol is a peacock!
Will: This is a gay landmark!
Jack: The hospital where Judy Garland spewed out Liza Minnelli is a gay landmark! This is just a bookstore.
Karen: My name is Anastasia Beverhausen. That's Anastasia like Russian royalty and Beverhausen like... where the beaver live.
Karen: Honey, I wanted to talk to you about the wedding. I booked Saint Patrick's Cathedral. I know you're Jewish, but I couldn't find a bank or a deli on such short notice.
[Marion is doing the chicken dance with Lyle at he and Karyn's wedding reception]
Marion Finster: Lyle, too bad our father isn't alive to see this!
Lyle Finster: ...He isn't?
Marion Finster: Oh, damn, I knew there was something I was supposed to tell you.
Karen: I'm not giving you 88 cents, Rose!