- Kurt Hummel: You're extremely talented, Rachel. Watching you perform is... amazing. But sometimes it's hard to appreciate what a good singer you are because all I'm thinking about is shoving a sock into your mouth.
- Rachel Berry: You set me up. With Finn!
- Kurt Hummel: Looks like someone is running for drama queen again.
- Rachel Berry: How could you do that? I thought we were friends.
- Kurt Hummel: And what made you think that? You should be thanking me. All I did was help you realize that your schoolgirl fantasy of running off with Finn was nothing but a fairy tale.
- Rachel Berry: You like him. Yeah, that's... that's what this is. And you were just trying to eliminate the competition.
- Kurt Hummel: I was just helping him understand that you are not a viable second choice.
- Rachel Berry: You think I'm a second choice?
- Kurt Hummel: A distant second.
- Rachel Berry: You think I'm living in a fairy tale? If I were second or if I were 50th, I'd still be ahead of you because I'm a girl.
- Kurt Hummel: Okay, here's the dope, princess: there's no hope for either of us. He loves Quinn. They're having a baby together. We're nothing but distractions. The sooner we realize that... the better.
- Kendra Giardi: [stunned to see her kids all asleep in bed] I think this is the first time they have all been asleep at the same time. What's that smell?
- Quinn Fabray: Soap.
- Terri Schuester: You got them to take a bath?
- Kendra Giardi: What are you, an exorcist?
- Quinn Fabray: Hey, Kurt, can I pick your pink brain for a second?
- Kurt Hummel: Why, hello, Quinn. To what do I owe the honor? I do believe this is the first time you've ever spoken to me.
- Quinn Fabray: I'm sorry about that. Anyways, I have a proposition to make: a makeover.
- Kurt Hummel: I'm in! Makeovers are like crack to me.
- Quinn Fabray: Uh-huh.
- Kurt Hummel: My suggestion? SPANX. Or a double-knit camisole with a control top for the baby bump. Also, babydoll dresses, dead giveaway.
- Quinn Fabray: Not for me. For Rachel.
- Kurt Hummel: And why would I want to do that? I admit I like a challenge as much as the next guy, but Rachel somehow manages to dress like a grandmother and a toddler at the same time.
- Quinn Fabray: My point exactly. You're as concerned about the Glee Club succeeding as I am, and she's a distraction. Look at her. She's wearing a pantsuit. Don't you think the judges are going to take one look at her and maybe want to knock her down a peg or two?
- Kurt Hummel: And to think, I thought you were a dumb blonde. Deal.
- Quinn Fabray: What are you doing Friday night?
- Noah 'Puck' Puckerman: Just the usual. Stand outside the 7-Eleven and look depressed until someone offers to buy me beer.
- Sue Sylvester: This is their set list from sectionals. "Don't Stop Believin'", that's in. "Proud Mary", performed in wheelchairs. That's in. Now, I suggest you take these two songs, split them between your two groups, and I'll pull some strings and make sure that Schuester and his group perform last. That way, it'll look like he stole the songs from you.
- Grace Hitchens: Um, who do you think I am?
- Sue Sylvester: That's actually a very good question because I've forgotten both of your names.
- Grace Hitchens: Look, I spend every waking hour of my day trying to teach those girls that lying and cheating is not the way you're ever gonna get ahead. And you're suggesting I do exactly that so that they can win a singing competition?
- Sue Sylvester: Yeah, pretty much. I think you're missing an opportunity to give your girls a second chance. These McKinley kids are gonna do do fine. But outside of Glee Club, your girls don't have a heck of a lot going for them. And I'd hate to see them so devastated by losing that they'd give up entirely. You know how many deaf choirs have won this competition?
- Dalton Rumba: Okay, everybody's going to need to speak up because I can't hear. Deaf in one ear. Scarlet fever.
- Sue Sylvester: I assume you read lips. Read these. Never let anything distract you from winning. Ever.
- Will Schuester: [passing out sheet music] We're starting from scratch. Grab a stool.
- Artie Abrams: So we're a stool choir now?
- Will Schuester: Nope. We're not dancing with the stools. No gimmicks. No false theatricality. We're just gonna sit in them and sing.
- Santana Lopez: Keep your paws off my man. Clear?
- Quinn Fabray: Who's your man?
- Santana Lopez: Don't play stupid, tubbers. Oh, and for the record, asking someone to babysit with you is super '90s.
- Quinn Fabray: I happen to know that Puck cares about me.
- Santana Lopez: Oh, wake up! While you two were babysitting, Puck and I were sexting.
- Quinn Fabray: Sexting?
- Santana Lopez: Sexy texting. Seriously, what era are you from? While you two were playing house, Puck and I were trading super-hot texts. Why don't you check his cell phone? 'Cause my sexts are too hot to erase.
- Finn Hudson: This look, it just isn't you. I mean, maybe when I first saw it, I was caught off guard by the fact that you looked all adult and stuff, but it's not what's really great about you, Rachel. I actually like the way you usually dress, sequined leg warmers and stuff.
- Rachel Berry: I thought this was what you liked.
- Finn Hudson: No, not at all. Funny, I was just having this conversation last week with Kurt and he asked me...
- [flashback]
- Kurt Hummel: So, what kind of girls do you like?
- Finn Hudson: Oh, uh... well, I like it when they're natural and stuff; not a lot of makeup, not skintight clothes. That sort of thing, you know?
- Kurt Hummel: Totally.
- Rachel Berry: [back in real time] I feel like an idiot.
- Rachel Berry: Kurt, why did you volunteer to give me a new look?
- Kurt Hummel: One, I'm a sucker for makeovers. And two, you need something to distract from your horrible personality. Most of the time, I find it hard to be in the same room with you. Especially this one. Which looks like where Strawberry Shortcake and Holly Hobbie come to hook up.
- Rachel Berry: What kind of makeover did you have in mind?
- Kurt Hummel: We need to broaden your appeal. I want every boy to do a double take when you strut past.
- Rachel Berry: There's really only just... one boy that I'd like to impress. Can you keep a secret?
- Kurt Hummel: Of course.
- Rachel Berry: I'm in love with Finn.
- Kurt Hummel: Really?
- [Rachel nods]
- Kurt Hummel: I understand completely. Let's move on to makeup. I happen to know for a fact that Finn is attracted to loose women.
- Rachel Berry: What? Quinn is so wholesome.
- Kurt Hummel: Let me put this into musical theater parlance. In "Grease", what did Sandy do to get Danny Zuko? She had to ditch the poodle skirt and slap on a catsuit. In short, she had to dress like a ho. Maybe if your look was better, more desirable, Finn would be in your arms right now. Instead of Quinn's.
- Will Schuester: Hi, Ms. Hitchens. I'm Will Schuester from McKinley High.
- Grace Hitchens: [to a student leaving the room] Alphasia! Give Mr. Schuester his wallet back.
- Will Schuester: [he pats his pocket, and Alphasia gives him his wallet, then leaves] Wow, she's... she's good.