Debra Messing credited as playing...
Grace Adler
- [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.
- [Grace gasps]
- Dennis: And bring the mop.
- [Jack gasps]
- Jack: Oh, my God. What kind of a place is this? And why do I shop anywhere else?
- Grace: What you're feeling are pangs of guilt.
- Karen: What?
- 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."
- Jack: I fooled around with Josh.
- Grace: What?
- 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.
- 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.
- 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: [to Jack] Today I'm handing out lollipops and ass-whoopins and right now, I'm all out of lollipops.
- 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.
- [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?
- [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."
- 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?
- [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 -
- [realizes]
- Karen: Hey!
- 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!
- [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.
- [he does]
- 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!