Will & Grace/Quotes

Pilot [1.01]

 * Jack: FYI, folks, most people that meet me do not know that I am gay.
 * Will: Jack, blind and deaf people know you're gay. Dead people know you're gay.


 * Karen: You know, marriage is...what? Marriage is...Marriage is, okay? What the hell, that's all you need to...Grace? Oh! Now she's gone. She's gone, and I'm sitting here talking to myself like a crazy person. Oh, my God, listen to me. I'm still doing it!

A New Lease on Life [1.02]

 * Grace: Can you please fax this application over to the realtor?
 * Karen: Oh, honey. Machinery. No.


 * Grace: Karen, I'm not gonna marry someone just because I want a nice apartment.
 * Karen: Um...yes. That-that would be wrong.
 * Grace: It would be settling. I want to marry "the One."
 * Karen: And well you should, honey. How else are you gonna get to the two and the three?

Head Case [1.03]

 * Jack: Hmm, let's take a look at a little clip from when it was still the "Michael and Will Show"...before it was canceled. "Will, can I change your throw pillows?" "No!" "Will, can I put my sweaters on your shelf?" "No!" "Will, can anyone live with a control freak nightmare like you? I'm gonna say 'no.'"


 * Grace: Just F.Y.I. The first three letters in "assistant" spell "ass," so please get off yours.

Between a Rock and Harlin's Place [1.04]

 * Jack: So I've decided to take my career in a whole new direction.
 * Will: Forward?


 * Will: What are you talking about? You're not a performer.
 * Jack: I am now. Me, a piano and a spotlight. I'm calling it "Just Jack." Here's my flyer. "Just Jack." One night only. "Just Jack."
 * Will: Why one night? Oh, it's open mic night.
 * Jack: Bring Grace...or a date. Ha ha, I'm just kidding.
 * Will: [reads flyer] "A roller-coaster ride of emotions." Who said that?
 * Jack: A critic...Okay, my shrink.

Boo! Humbug [1.05]

 * Karen: 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: Mason?
 * Karen: Honey, I was getting there.


 * Karen: Ooh, I want a drag name!
 * Drag Queen: It's simple, sugar. You take the name of your first pet, and the street you grew up on.
 * Karen: Shu—Shu Fontana! Jack, what would yours be?
 * Jack: Glen 125th.

William, Tell [1.06]

 * [Will and Grace tease Jack, who is dressed as an alien for a date's costume party.]
 * Will: Captain, after closer examination, I believe I have identified the lifeform as...gaylien.
 * Grace: We come in peace. Please do not rearrange our furniture.


 * Grace: What could it be, that he didn't tell you and he didn't tell me? It must be something he doesn't want us to to know!
 * Jack: Good work, Nancy Drew, now let's meet up at Old Mystery Creek!

Where There's a Will, There's No Way [1.07]

 * Karen: Grace, desperate times call for desperate measures. It's time to get your head out of the dumps and your legs in the air!


 * Will: First of all they'll give you a payment plan, which you won't follow. Then they'll garnish your wages, which you don't have. Then they'll take away everything you own...which would be your gym membership. Then...finally, they will put you in jail.
 * Jack: No, no, no. They can't put me in jail, 'cause since I never started paying my taxes, I can continue not paying them. I saw that on television.
 * Will: On what? The Delusional Channel?

The Buying Game [1.08]

 * Jack: I finally found my life's calling, and it involves these two hands.
 * Will: Ah. So you're going to be self-employed.
 * Jack: Insert laugh...here. I'm going to be a massage therapist. It was an obvious choice, being that I am a people person. I love people...as long as they're not hairy...or smelly...or have the dreaded bacne, ugh. Okay, I need some guinea pigs. Who's interested?
 * Will: Smelly.
 * Grace: Hairy.
 * Jack: Thank you, friends.
 * Karen: Bacne. Oh, who am I kidding? It's alabaster from my neck to my ass. I just don't want to do it.


 * Grace: You know what the funny part is? [laughs] There is no funny part! My life is so unfunny, Mr. Hutt, it's not even...funny. I mean, what am I doing taking on a mortgage? I mean, my life is already a mess. I'm still renting an apartment, I don't have a driver's license, I'm not married, I live with a gay guy...
 * Will: Grace...
 * Grace: I haven't had sex in five months! And I was in Bloomingdale's this morning waiting in line to buy wrinkle cream, and this Jennifer-Love-Michelle-Sarah-Felicity-looking thing...bumps into me and says, "Excuse me...Ma'am." [sobs]

The Big Vent [1.09]

 * Grace: I thought I would cook Shepherd's Pie.
 * Will: Pray tell, Julia Child, what's in Shepherd's Pie?
 * Grace: Um...shepherds? Sheep? Pie?


 * Karen: [On the phone] Rosario. Hi, honey. Listen, I'm running a little late. Yeah, things are muy loco at the officina. Mmm, listen, I'm gonna need you to feed the kids and read 'em something before bedtime...Well, I don't know, honey. Why don't you read them that book they love? "Green Eggs and I'm Hammered"...No, Rosario, now why would I want to speak to them?

The Truth About Will and Dogs [1.10]

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


 * Jack: I...love this dog! We totally bonded. We just sat there together in the park. He checked out butts. I checked out butts.

Will on Ice [1.11]

 * Grace: Jada Pinkett.
 * Will: Mmm.
 * Grace: Hate her.
 * Will: Wow, that's kinda harsh. I mean, she's not very...
 * Grace: Will, you know the rules. Love or hate. No gray area, just like life.
 * Will: Hate her.
 * Grace: Good boy.


 * Karen: Honey, did you try Balthazar?
 * Grace: Karen, Steak & Brew are spitting at me through the phone. How would I get a table there?
 * Karen: Oh, Grace, I am your assistant. Now, I may not be a whiz at the...[points]
 * Grace: Computer.
 * Karen: Or know how to work the...[points]
 * Grace: Fax.
 * Karen: But, honey, I do know how to get where I need to be. Now hand me the—
 * Grace: Phone.
 * Karen: Well, honey, I would have gotten that one.

My Fair Maid-y [1.12]

 * Grace: [to the maid] You know, Mary Poppins got the same message across, but she did it in a nice little musical number. You're like...you're like a spoonful of whoop-ass!


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

The Unsinkable Mommy Adler [1.13]

 * Jack: Anyways, I'm collecting data to put on the Internet. The world should know the truth about C-3P0.
 * Will: Jack, C-3P0 is not gay. He's British.


 * Bobbi: Look, look, no panty line because....no panties.
 * Grace: [wincing] There was just no preparing for that one.

Big Brother is Coming Pt. 1 [1.14]

 * Grace: Call your brother. You know, Michael Corleone forgave Fredo.
 * Will: That was right before Michael had him taken out to the lake and shot.
 * Grace: Yeah...but the important part was that he forgave him.
 * Will: No, I'm pretty sure that, to Fredo, the important part was when he got shot.


 * Grace: You know what my aunt Pescha would say if she were in this room right now?
 * Will: "Why the hell did my parents name me 'Pescha'?"

Big Brother is Coming Pt. 2 [1.15]

 * [Will finds out that Grace and Sam slept together]
 * Grace: Will, I know this is a little weird, but...
 * Will: No, Grace, this isn't weird. Gay Republicans are weird. This is sick!


 * Karen: Honey, what's going on with your hair? Looks like you got Moose and Squirrel in there.
 * Grace: You should talk, Mulan.

Yours, Mine, or Ours [1.16]

 * Jack: So what's cookin,' average lookin'?


 * Will: Jack has the most finely tuned gaydar in the Tri-State area. He can name a gay guy in one note.
 * Jack: Many have sought my counsel on this subject. They say that Jack is a wise man, Jack is a dangerous man, Jack is a great man. But no - Jack is just a man. A man who knows men who like men.

Secrets and Lays [1.17]

 * Grace: Your cook's name is "Cook"?
 * Karen: 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 damned eggs...Paul!" Paul. God, Paul is dead. Now who the hell is gonna cook for us?

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 * Karen: Stan had to take the kids down 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...Kathy!"

Grace, Replaced [1.18]

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

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 * Karen: Honey, you know, whenever I get stressed out, I always like to...[trails off]
 * Grace: You always like to what?
 * Karen: 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!
 * Grace: Aww...You know, when you just said that?
 * Karen: Yeah?
 * Grace: You got the cutest little wrinkles right there.
 * Karen: What? Where?
 * Grace: You feel that? That's stress.

Will Works Out [1.19]

 * [Jack embarrasses Will at his gym]
 * Jack: I know what this is about. You're afraid they'll find out you're gay. They don't know, do they?
 * Will: Some of them do, some of them don't. I don't exactly put it on a business card - "Will Truman, gay, member since 1982".
 * Jack: '82? Try '78, Mr. "One Time at Sleepaway Camp Doesn't Count".

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 * [Will and Jack walk in on Grace and Karen asleep in each other's arms]
 * Jack: Sufferin' Sappho!
 * Will: You know, it's sad...an image like this is completely wasted on us.

Saving Grace [1.20]

 * Grace: What do you think of this outfit?
 * Will: It's fine.
 * Grace: Fine means crap.
 * Will: It's good.
 * Grace: Good means fine.
 * Will: Well, if fine means crap and good means fine, doesn't that mean that good means crap?

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 * Nathan: Be careful, Will Truman. You wouldn't want to upset me and force me to rethink Grace Adler.
 * Will: Are you kidding me with this stuff? No one actually says that unless they're twirling a mustache and tying Lillian Gish to the train tracks!

Alley Cats [1.21]

 * Grace: Well, if no one wants to play with me, then I'm just going to go to my room and play with myself. By myself. I meant by myself.

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 * [Karen says that Stan nearly died the night before]
 * Jack: If you had invited me to dinner - which you didn't, thank you very much, busy anyway - I could have saved Stan's life. I know CPR.
 * Karen: You do?
 * Jack: Yeah. I had to do it on my father when I told him I was gay - although I think that just confused him even more.

Object of My Rejection [1.22]

 * Will: Shmear?
 * Grace: Shmaybe later.
 * Will: Shmuit yourself.

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 * [Will and Grace are at the altar at Jack and Rosario's wedding]
 * Will: Wanna see what it's like to kiss a guy under one of these things?
 * [they kiss]
 * Will: I don't think we should live together anymore.
 * Grace: The kiss wasn't that bad, Will. [pause] I don't think we should live together anymore, either.
 * Will: When you moved in, it was so we could heal and move on.
 * Grace: I know. I don't feel like I've moved on. Have you moved on?
 * Will: I'm standing here making out with a girl. That's the international symbol for not moving on.

Guess Who's Not Coming To Dinner? [2.01]

 * Will: I got a call from my friend at the I.N.S. yesterday, and apparently the marriage between a 30-year-old gay man and a postmenopausal Salvadoran maid flagged something in their computer.
 * Karen: Okay, are we done yet?
 * Will: No. Look, they're gonna start making random visits to verify that Jack and Rosario are a real married couple. So since their official residence is listed as your place, I think the best thing would be for Jack to move into your penthouse.
 * Jack: [in Zsa Zsa Gabor voice] I just adore a penthouse view! Ooh, my very own sexless marriage. Just like Will and Grace.
 * Will: No, not like Will and Grace. We don't even live together any more. She's got her own apartment.
 * Jack: Eight dysfunctional feet away.
 * Karen: Lord, they're like Siamese twins who are joined at their boring personalities.

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 * Karen: Hey. Hey, you're on the clock, tamale. Get to work!
 * Rosario: Listen, lady, I'll squash you like a wormy apple!
 * [They bicker intensely for a moment]
 * Karen: [suddenly emotional] Oh, Will, don't let them take my sunshine away!
 * Rosario: [embraces her] I love my mommy!

Election [2.02]

 * Karen: [to Jack] Sometimes bad things happen to good people, and sometimes bad things happen to you.

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 * [Karen loses Jack's bird, Guapo]
 * Karen: Oh, honey, what can I do? Do you want another bird?
 * Jack: No! How can you even ask me that? When my grandmother died, did you buy me another racist dowager with a purse full of diabetic candy?

Das Boob [2.03]

 * [Jack finds out that Will slept with his ex-boyfriend]
 * Jack: Commandment number one in the gay bible: Thou shalt not covet my ex's ass!
 * Will: Is that from the Book of Genesissy?

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 * [Grace is surprised when Will clamps his hands over her breasts.]
 * Will: I think you've sprung a leak.
 * Grace: What're you talking about?
 * [He lifts his hands, and her water bra sprays twin streams.]
 * Will: I haven't been with a woman in some time, but I'm pretty sure they're not supposed to do that.

Whose Mom Is It, Anyway? [2.04]

 * Rosario: Listen lady, in my country I was a schoolteacher.
 * Karen: Oh yeah? Well in this country, you wash my bras.

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 * Bobbi: I listened.
 * Grace: You're a mother. You're not supposed to listen.
 * Bobbi: Then what do you want me to do?
 * Grace: I don't want you to fix me up. But I want you to want to fix me up. I just don't want you to want me to want to go out with the guys that you want to fix me up with.
 * Bobbi: You know, this rambling problem comes from your grandmother.

Polk Defeats Truman [2.05]

 * [Karen approaches a woman at an outlet mall]
 * Karen: Oh, honey, could we get two seared ahi salads with mustard on the side?
 * Woman: I don't work here.
 * Karen: That doesn't answer my question, does it?

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 * [Grace is unaware that Will has been fired]
 * Harlin: So, how's Will doing?
 * Grace: I think you would know better than me.
 * Harlin: [sighs] Yeah, I would.
 * Grace: But don't worry, I'm on him. I'm giving him a really hard time.
 * Harlin: Whoa! You're a cold-hearted little thing, aren't you?
 * Grace: Well, if he's going to let work get to him like that...It's just really unattractive.
 * Harlin: Grace, I don't don't know how things work with the very modern relationship between you two, but in the great state of Texas you'd be considered a bitch.

To Serve and Disinfect [2.06]

 * [Jack has accidentally slammed the door onto Grace's face.]
 * Grace: Ow! You crushed my nose. [exits]
 * Jack: Sorry! If it's broken, we'll get it fixed. [to Will] For the second time.
 * Grace: [sticking her head through the window] I heard that, you bitch. And this nose has never been touched.
 * Jack: I'm sorry, ma'am, you can pick up your fries at the next window. [to Will] Guess what? I've been promoted to captain at my catering company, and tonight I'm supervising an event at the Waldorf-Astoria. I will have eight men under me. How great is that?
 * Will: Eight men? What'd you do, write the Gay Make A Wish Foundation?

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 * Jack: You couldn't do my job for one night. I challenge you!
 * Will: Okay, I'll do it.
 * Jack: Ha! I knew you wouldn't do it because you are scared.
 * Will: I agreed.
 * Jack: What just happened?

Homo for the Holidays [2.07]

 * Grace: 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?

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 * Judith: [in response to Jack telling her he is gay] Looking back on it...there have been clues. When you were a child, you were overly fond of the nursery rhyme "Rub-a-dub-dub, three men in a tub". And you do have a lot of flamboyantly gay friends. I mean, look at Will!

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 * Judith: [being questioned about Jack's father's identity] It was the '60s! I went to this party. Keys were thrown in a bowl, the bowl was thrown in the pool, off came the ponchos, and nine months later there you were.

Terms of Employment [2.08]

 * Ben: I'm gonna go out on a limb and say that you two are more than friends, but less than lovers. You're gay, and she's straight.
 * Will: That's impressive. Now if you can guess my weight, you'll win a t-shirt saying, "That's really none of your business!"

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 * [Will has just gotten a job with a client whom Grace is suing]
 * 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 five-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?

I Never Promised You An Olive Garden [2.09]

 * Karen: Honey, Stan can't make it. He's having some work done on his Mercedes. Or his...kidneys...I wasn't really paying attention.

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 * [Will and Grace are surviving hangovers]
 * Will: Holy hangover, Batgirl. How fun was last night?
 * Grace: So fun. Naomi and Kai know all the best clubs.
 * Will: Yeah. Who'd have thought that after 2 a.m., Tiki Donuts becomes a Latino drag queen bar?
 * Grace: I forget...Is "chocolate éclair" the name of a donut or one of the performers?
 * Will: Why are you screaming at me? Yech. [puts his head in the sink under running water]
 * Grace: [looking down her shirt] Oh, my God. When did I get my nipple pierced?
 * Will: [looking down Grace's shirt] That's your earring.
 * Grace: [Pulling ring out] Not right. So what time are we hooking up with them tonight?
 * Will: Midnight. It's gonna be wild.
 * Grace: This whole week has been wild.
 * Will: I know. They're crazy.
 * Grace: They're fantastic.
 * Will: I hate them.
 * Grace: Me, too.

Tea and a Total Lack of Sympathy [2.10]

 * [Will's new job is in jeopardy]
 * Will: Last week I was the guy you had to have. I was the guy with heart!
 * Ben: That was the honeymoon period, Will. Honeymoon's over. Good times, though, right?

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 * Will: Ben Doucette, Karen Walker.
 * Ben: 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: No, you just gave me your drink order.
 * Karen: Yeah...and I'm still waiting for it.

Seeds of Discontent [2.11]

 * Will: Claire...I mentioned her a thousand times. She was my Grace before I met Grace.
 * Jack: Claire...nope, doesn't ring a bell. Cla-cla-cl - I don't like her name, though. I'm going to call her...Bettina. Yay! Bettina's coming to town! It's much better.

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 * [Grace objects to Will donating sperm to Claire]
 * Grace: Your sperm is like the school you don't really want to go to, but you know you can get in. You're like my safety sperm.
 * Will: What, my sperm is Florida State?

He's Come Undone [2.12]

 * Karen: C'mon, Rosario, up. I need you to whip up a batch of Cosmos. The Bronsons came back from the party with us, and I don't like them when they're sober.
 * Rosario: Why don't I just squeeze you like a sponge? There's enough alcohol in you to fill a hot tub.


 * Jack: Hi, Grace. Who's your daddy?
 * Grace: [confused] Um...His name is Martin Adler.

Oh Dad, Poor Dad, He's Kept Me in the Closet and I'm So Sad [2.13]

 * Will: Yay, my dad's here!
 * Grace: Look at you, Mr. Happy Boots. I wish I got that excited about seeing my dad.
 * Will: Come on, your dad's great.
 * Grace: Yeah, in a parallel universe where my hair is straight and so are you.

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 * Jack: It feels like there's something missing from my life, like my soul is on empty.
 * Karen: You can go a lot of years on empty, honey, trust me.

Acting Out [2.14]

 * Jack: Homo skinny is not the same as hetero skinny. You're not in the club - you wouldn't understand.

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 * Karen: [about Josh] 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.

Advise and Resent [2.15]

 * [Jack tries to teach Will how to be a good date]
 * Jack: I'm an expert. I go on literally thousands of dates a year.
 * Will: That doesn't make you an expert, that makes you an escort.

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 * Karen: I know you're mad at me about what happened with Josh, but when you get down to it, aren't you mad at yourself for taking advice from someone who was half in the bag at the time?
 * Grace: So, really, I shouldn't be listening to you now.
 * Karen: Aw, honey...probably not.

Hey La, Hey La, My Ex-Boyfriend's Back [2.16]

 * [Jack is trying to talk Will into reuniting with his ex-boyfriend]
 * Jack: Look, if what's holding you back is your attraction to me, let me assure you: [points to self] It will never happen. Let that free you to pursue other, lesser men.
 * Will: Oh, Jack...there are no lesser men than you.

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 * Grace: When you and I broke up it was for different reasons. I wanted to raise the kids Jewish, you wanted to sleep with men...
 * Will: I really do enjoy that.

The Hospital Show [2.17]

 * [An extremely young nurse enters to take Grace's blood.]
 * Grace: Isn't—isn't there someone else who is a little more...experienced? Someone who didn't drive in...on a Big Wheel?
 * Nurse Pittman: Oh, I don't drive. I keep taking the test over and over again, but I'm all, "This is hard!"

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 * [Jack runs by quickly in the hospital. Will imitates person on P.A.]
 * Will: Gay ferrets to the waiting area. Gay ferrets to the waiting area.

Sweet (and Sour) Charity [2.18]

 * Jack: Give me one good reason that a man can't go out in a nice pillbox hat. [puts on hat and looks at himself in the mirror] Hello, reason. Oh, my God, there are actually pills in here!

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 * [Jack and Karen walk into a homeless shelter]
 * Karen: Lord, look at these people. Why anyone would choose to be homeless is beyond me!
 * Jack: No one chooses to be homeless. It's because they did something bad.

An Affair to Forget [2.19]

 * [Will and Jack are planning Rob's bachelor party]
 * Jack: You know why we're blocked? It's because heterosexual marriage is just wrong! If God had intended a man and a woman to be together, he would have given them both penises!
 * Will: I believe I heard Pope RuPaul II say that.

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 * [Ellen has just found out that Rob and Grace once slept together]
 * Rob: Honey, it meant nothing! You know I don't like bony girls. It was like having sex with a cricket.
 * Grace: Oh, yeah? Well, I was fake chirping!

Girls, Interrupted [2.20]

 * [Jack's latest intended conquest is an "ex-gay"]
 * Karen: They're trying to make gay people straight! Good Lord, don't they know what that'll do to the Fall line?

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 * Bill: Jack, you're coming on to me!
 * Jack: I am shocked! And appalled! But are you interested?

There But for the Grace of Grace [2.21]

 * Karen: Sorry, fruit, you're out of the loop.

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 * Ben: So, the salad's done, the risotto is cooking. 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, okay?

My Best Friend's Tush [2.22]

 * Karen: Honey, love you like a cold sore!

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 * Helena Barnes: You're a strange child, aren't you?
 * Grace: Why do the British always insult you and then ask you to agree with them?
 * Helena Barnes: Maybe because we think all you Americans are a tad silly. Don't you think?

Ben? Her? Pt. 1 [2.23]

 * Will: You and Ben?
 * Grace: Hey, you were the one who wanted us to make nice. We did. We made nice - twice.

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 * [Grace and Ben are slow-dancing on his conference table]
 * Ben: You should consider yourself lucky. I normally get $500 an hour for the work I do on this table.
 * Grace: That's it? I wouldn't get out of bed for $500.
 * Ben: Really? Would you take a check?
 * Grace: Either you just said something incredibly romantic, or you just called me a prostitute.

Ben? Her? Pt. 2 [2.24]

 * Karen: Who let you in?
 * Will: Your butler.
 * Karen: [snorts] You mean ex-butler.
 * Will: Speaking of exes, it's going to be nice being your ex-lawyer. Not having to kiss your ass or pretend that you're interesting is going to free up a lot of my time. I might even learn a language.
 * Karen: Honey, if you look inside this purse, I'm giving you a little sign language right now.

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 * Jack: See, the problem is that you're trying to make me Will, and I'm trying to make you disappear. How about we compromise and you make me scrambled eggs?
 * Grace: Jack, look where my foot is. I could scramble a couple of eggs from here.

New Will City [3.01]

 * Grace: Last night in bed I called Josh "Ben". To cover I stretched it out into "Bend over"...and I ended up doing something I never wanna do again.
 * Will: Good thing Ben's name isn't "Pee-Wee".

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 * Grace: [to Will] My love for you is like this scar. Ugly, but permanent.

Fear and Clothing [3.02]

 * Will: Did I just scream like a woman?
 * Grace: Don't flatter yourself. You scream like a girl.

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 * Grace: Can you imagine if whoever it was had actually gotten in? He probably would've made me rub lotion all over myself so he could make a prairie skirt out of my skin. Karen, I have never been more terrified in my entire life.
 * Karen: Oh, honey. Stan bought me a 7-karat ruby on our trip to Paris last year.
 * Grace: What does that have to do with the break-in?
 * Karen: Nothing, honey. I thought we were just swapping stories. Jeez, Louise! Didn't realize it was "All about Grace" day.

Husbands and Trophy Wives [3.03]

 * [Will and Jack are going to what they think will be a weekend of debauchery]
 * Jack: It's been so many years. I hope I can still pull off a thong.
 * Grace: Isn't the whole point of these weekends to pull off someone else's?

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 * Karen: [to bartender] Ah, Smitty. Why is there is so much pain in the world? So much cruelty? Can you tell me that, Smitty?
 * Bartender: My name is not Smitty.
 * Karen: I don't need your life story, nose hair, just fill 'er up!

Girl Trouble [3.04]

 * Will: I'd try to appeal to you as a smart gay man, but, ironically, that would be fruitless.

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 * Karen: Honey, I thought we talked about the beret. Patty Hearst couldn't even pull it off, and she had money and a gun.

Grace 0, Jack 2000 [3.05]

 * Grace: I'm a little nervous. I'm breaking up with Ben tonight.
 * Karen: What's the matter, he's not gay?

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 * [Jack is performing his new cabaret act, "Jack 2000"]
 * Jack: And where are you from?
 * Audience Member: Montana.
 * Jack: Only two things I know come from Montana: steers and queers! Either way, welcome!

Love Plus One [3.06]

 * Grace: We went out a couple of years ago. It was...interesting.
 * Will: She's being modest; it was terrible. For six weeks they fought like cats.
 * Grace: Yeah, but we made up like dogs.

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 * Jack: Oh my God, I love TV. Buffy is my life! I'm so into Willow being a lez.

Gypsies, Tramps and Weed [3.07]

 * [Cher approaches Jack as he is playing with his Cher doll]
 * 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.
 * Cher: Whatever.
 * 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]

Lows in the Mid-Eighties Part 1 [3.08]

 * [Will finds Jack taking clothes from his closet]
 * Teen Jack: Hi.
 * College Will: What are you doing in the closet?
 * Teen Jack: I could ask the same of you.

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 * Bobbi Adler: Hello, dear! You look so beautiful!
 * Teen Grace: Mom giveth...
 * Bobbi Adler: Why do you have to cock it up with that hair?
 * Teen Grace: ...And Mom taketh away.

Lows in the Mid-Eighties Part 2 [3.09]

 * [Will has just confessed to Grace that he's gay]
 * Will: Look, if I can't have sex with you, I couldn't have sex with any woman! It's a compliment to you!
 * Grace: That's not a compliment! A compliment is "You're sexy, you turn me on," not "One look at you proves I'm a queer"!

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 * [Jack and Karen are talking to Pam in the present, who doesn't realize that her boyfriend Tom is gay]
 * Karen: Ah cripes, honey, let me give it to you in a nutshell. Your boyfriend is a big, flaming, feather-wearing, man-kissing, disco-dancing... [takes a sip of her drink] Vermont-living, Christina Aguilera-loving...[to Jack] Honey, take it on home.
 * Jack: Tom's queer, dear.
 * Karen: Merry Christmas!

Three's a Crowd, Six Is a Freak Show [3.10]

 * Karen: Hey, preggo, what are you lookin' at? You never seen herpes before?

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 * [Will is dating a man Jack is interested in]
 * Jack: Judas! You're Judas! This is exactly what happened with him!
 * Will: I don't know that what happened there was a gay love triangle.

Coffee and Commitment [3.11]

 * [Jack comes in hopped up on coffee]
 * Jack: Hey friends, lovers, mothers and other strangers! You are never going to believe what happened to me. [trips] Oh, my God, did you see that? I almost did a half-nelson. I almost bruised my delicates, my delicates, my domo arigatos, mister tomatoes. Huge news! I have met — are you ready for this? Mister Right. Well, Mister Right Now anyway, ba-dum-dum. Goodnight folks, I’m here all week! Jack 2000! He works over at the Jumpin’ Java. You know, that coffee shop over on 72nd, and his name is Paul, and he is cute with a capital Q! And the busier it gets, the hotter he gets; and the hotter he gets, the sweatier he gets; and the sweatier he gets...I forgot where I am going with this, but the point is, me likey he and he likey me, and the best part is — shazam! He gives me free ice coffee every time I go in, which is every hour on the hour and, thank you very much, and occasionally on the half hour. Ba-da-da-da-da-da! [spits tongue]

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 * Karen: Don't worry, Jackie, I'll kick coffee too! I'll just have to get used to drinking my Bailey's straight. It'll still be the best part of waking up!

Swimming Pools...Movie Stars [3.12]

 * Grace: Oh, my God. I know this apartment. You'll never guess whose it is. You're gonna die.
 * Will: We're all gonna die, Grace. The important thing is what you do while you're here.

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 * Cheryl: Mrs. Walker? Cheryl Bricker-Fossberg, Taylor and Hayden's mom.
 * Karen: I have no idea what you just said.
 * Cheryl: I just want you to know I think you're awful. Your son Mason swam his heart out today, and all he wanted to do was share that joy with his family. But when he looked up in the bleachers for a familiar face, nothing. Not even a housekeeper. I find that appalling.
 * Karen: Oh, yeah? Well, I find stretch pants appalling, but I'm too much of a lady to mention it, fat ass.

Crazy in Love [3.13]

 * Grace: You said that money was no object.
 * Karen: Honey, that's just a saying, like, "Ooh, that sounds like fun," or "I love you."

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 * Will: Okay, basketball's not my game.
 * Matt: Yeah, I kind of suspected that when I suggested a game of Horse and you got down on all fours.
 * Will: I knew that sounded too good to be true.
 * Matt: Look, you don't have to pretend to like sports for me.
 * Will: Yes, I do. It's why you broke up with your last boyfriend, isn't it?
 * Matt: Do you really think I'm that shallow? I broke up with him because he was poor. I'm kidding! I'm kidding. We were just different. I like foreign movies. He liked foreign men.

Brothers, a Love Story [3.14]

 * Jack: Ring...Hello? What's that? I'm bored? Thanks for calling, bye bye.

My Uncle the Car [3.15]

 * [Grace is trying to start up her Uncle Jerry's old car.]
 * Grace: Okay, here we go. [tries to start the car, but it just clicks] 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.

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 * Sister Louise: My family dropped me off at a convent when I was three. Yeah, they told me that I was going to the zoo. I was so excited. They dressed me up, gave me a lollipop. All I wanted to do was see the penguins. Ironic, isn't it?

Cheaters, Part 1 [3.16]

 * Karen: You wouldn't happen to have a breath mint, would you?
 * Lady: Why, yes, I do. It's in my purse.
 * Karen: Well, pop it! It's not doing you any good in there!
 * Lady: How offensive!
 * Karen: Honey, it's your breath, not mine.

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 * Karen: Honey, how can you drink straight orange juice first thing in the morning?

Cheaters, Part 2 [3.17]

 * [Will has just met his father's mistress]
 * Grace: Oh, Will, what you must be feeling! I mean, we were just talking about it, and then whoomp! There it is.
 * Will: "Whoomp! There it is"? What am I supposed to say, "Who Let the Dogs Out?"

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 * 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!

Mad Dogs and Average Men [3.18]

 * Grace: Sumner, hi. If you're looking for your Aunt Karen, she's not here. She doesn't work on days that end with..."day."

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 * Karen: He's my nephew, and I love him like a son of a bitch! And I mean that literally. Stan's sister's a bitch.

Poker? I Don't Even Like Her [3.19]

 * Karen: So, how they hangin', honey?
 * Candy: 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: Oh, honey, they're not enlarged. They're just in shock over that hair color.

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 * Jack: Do I smell plastic burning?
 * Karen: That was Candy Pruitt. That girl does love her plastic surgery. She's been to Mexico so many times for procedures, I swear if you whacked her over the head with a stick prizes would fall out.

An Old-Fashioned Piano Party [3.20]

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

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 * [Grace and Larry are playing the piano]
 * Grace, Larry: [singing] Enough is enough, is enough, is enough, is enough, is enough...
 * Karen: THAT'S ENOUGH!

The Young and the Tactless [3.21]

 * Will: Hide the crucifixes. Beelzebooze is here.
 * Karen: Ha ha. Oh, honey. I got a fake laugh with your name all over it.

Alice Doesn't Lisp Here Anymore [3.22]

 * Grace: You know how every school has that girl all the other kids make fun of? Bad at sports, a little overweight, friends with the lunch ladies?
 * Will: I was that girl.

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 * [Jack is videotaping an award acceptance speech]
 * Jack: I want to show them I'm sincere, but I haven't gotten that far in my acting class. We're still on "learning how to listen"...which I don't know how to do, so I just open my eyes really wide and nod.

Last of the Really Odd Lovers [3.23]

 * Val: I'm wearing your dirty bathwater in a vial around my neck.
 * Jack: Okay. Time to go, psycho!

Sons and Lovers Part 1 [3.24]

 * Will: He's using my new Chantal sauté pan with a metal-edged spatula. There is no way a crêpe is ever going to slide off that again.
 * Grace: Wow, you are more gay before 9 a.m. than most people are all day.

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 * [Will, Jack and Nathan are drinking to Jack's dead father, whom none of them ever actually met]
 * Will: [toasting] Here's to you, Joe &mdash; we hardly knew ye. [pause] In fact, we didn't know ye at all.

Sons and Lovers Part 2 [3.25]

 * Nathan: Grace, if you're gonna think I'm gay every time I pass out with men, you're in for a lifetime of heartache.

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 * Grace: I'm 27 years old. I'm not getting any younger.
 * Will: Really? Because in that last sentence, you just became 5 years younger.

The Third Wheel Gets the Grace [4.01]

 * Karen: I've got drinks piling up on my desk and a stack of pills I haven't even opened yet!

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 * Grace: You and I, we have to stay focused. You know how sharks are eating machines? We are shopping machines. That means all we do is shop and poop. Shop and poop. Got it? So, what are we going to do now?
 * Nathan: God, I hope it's shop.

Past and Presents [4.02]

 * Grace: [Points at Karen's pin] I see they're finally giving out medals for evil.

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 * Nathan: Ahh, there's nothing like hoppin' on your hog first thing in the morning and riding it 'til your butt gets tired.
 * Jack: You're preaching to the choir, okay?

Crouching Father, Hidden Husband [4.03]

 * Will: Let me try to explain this in terms you'll understand. I'm tequila. [Will picks up small bottles on Karen's desk.]
 * Karen: Oh, I'm liking this story better already!
 * Will: These are my friends: gin, vodka, and scotch. [Scottish accent] Hello, Karen!
 * Karen: Hiya, kids.
 * Will: Now. You got an emergency. You want a Bloody Mary. You've poured yourself a thimble of tomato juice. Who you gonna call? Me? Tequila?
 * Karen: What is this crazy talk? I want my vodka!
 * Will: Exactly. So from now on, you only call tequila when you have a legal problem.
 * Karen: Okay, I get it now. You're comin' in loud and queer!

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 * Nancy: So, your dad got up and danced in front of everyone in our grade.
 * Elliot: Yeah, thanks.
 * Nancy: Hey, at least he's good. How did he learn to do that?
 * Elliot: I dunno, maybe 'cause he's gay.
 * Nancy: One of my moms is gay!
 * Elliot: Really?
 * Nancy: Yeah, but she's not a good dancer. She built our house, though.

Prison Blues [4.04]

 * Guard: Name, please?
 * Karen: Karen Walker. I'm Stanley Walker's wife.
 * Guard: Excuse me?
 * Karen: [shouts] I'm his bitch! Okay? Is that what you want to hear? I'm Stanley Walker's bitch! And I'm his one and only, just in case you pervs get any ideas during those lonely nights at lockdown—
 * Guard: Ma'am, I just couldn't hear what you said.
 * Karen: Oh, I'm Karen Walker. Oh my God, I have that same gun!

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 * Jack: How sorry am I? "S" is for how very sad you make me feel. "O" is for, oh, how very bad you make me feel. "R" is for how wrong you make me feel.
 * Zandra: And the other "R" is for how rotten you are. Get off. Get off the stage! I don't want to even look at you any more.

Loose Lips Sink Relationships [4.05]

 * Jack: Thrilled to be here. Love you.  Love everything about you.  Thinking about being you for Halloween.

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 * Grace: Karen...I wanna ask you something, but it's really personal, and I'm afraid you're gonna be insensitive.
 * Karen: Oh, honey. That makes me feel bad. Try me!
 * Grace: Okay. Do you think it's weird that I've had more partners but less actual sex than Nathan?
 * Karen: No. No, honey! That just means that people like having sex with Nathan and they don't like having sex with you!
 * Grace: I can't believe I hesitated to ask you about that.
 * Karen: Oh, relax, honey. I didn't mean it like that, of course I didn't! Listen to me! I just meant that people don't like having sex with you, okay?

Rules of Engagement [4.06]

 * Karen: Listen, there is nothing wrong with listening to Nathan and Grace have sex. It's a victim-less crime.  Like tax evasion or public indecency.
 * Jack: Yeah, or like when a bartender doesn't notice his tip, you can slide it in front of you and leave it as your own.
 * Karen: Oh great example honey! You are so quick!  Like lightning.
 * Will: That's a terrible example.
 * Karen: Ohh, I think somebody just mad because somebody didn't think of it first.

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 * Karen: Oh, before I forget, I just wanted to give you a little extra sparkle. I had to Heimlich it out of Rosario's stomach right before I came over here.
 * Grace: Oh my God. I'm speechless.  I don't know what to say, I'd say something if I weren't so speechless, but I'm speechless so I don't know what to say.
 * Karen: Oh zip it, it's a loan. Now listen to me.  You got 250 on each ear, 500 G's on the wrist, and a cold 7 on the chest.  It would take you, your mom and your grandma an entire lifetime of turning tricks at the plaza to get even halfway there.  Lose even one and you're dead.

Bed, Bath, and Beyond [4.07]

 * Will: Thank God she hasn't broken out the slides yet.
 * Jack: Ohh, thank God is right!
 * Will: You know about the slides?
 * Jack: No, I just assumed it had something to do with her womanity, so I thought we'd just skate right past it.
 * Will: No. Slides of Grace as a kid. Whenever she hits a real low point, she breaks out the slide projector and spends a few days trying to figure out where it all went wrong.
 * Jack: I'd say it was the day she became a gay man and fell in love with you.

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 * 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.

Star-Spangled Banter [4.08]

 * Jack: I'm auditioning for "corpse on a slab"!
 * Will: I don't know what that means, but "wear a condom" seems like an appropriate response.

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 * Grace: I'm sorry I said you weren't really gay. You are plenty gay. If you were any gayer, you'd be Elton John's fanny pack.
 * Will: Thanks. And, sweetie, if I implied that you are anything less than a big Jew, I'm really, really sorry.

Moveable Feast Pt. 1 [4.09]

 * Karen: So, how'd you hurt your back? Running away from good taste?

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 * Will: I'm hungry.
 * Grace: I'm thirsty.
 * Karen: I could hump a tree.

Moveable Feast Pt. 2 [4.10]

 * [The gang is going to Will's parents house for Thanksgiving]
 * Will: Now, brace yourself for real dysfunction: WASP dysfunction. You can't see it, you can't talk about it, but you know it's there.
 * Grace: Like a fart in church. [Everyone stares at Grace] Just tell them about the code.
 * Will: Ah yes, the code. "Business trip" means my father going away for the weekend with his mistress, also known as "associate" or "client".
 * Grace: I learned that the hard way last year when I said I was taking on three clients at the same time.

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 * Grace: Did you mean what you said? Are you thinking of having sex with someone else?
 * Karen: Stop fishing, you big lez! It's not going to be with you!
 * Grace: Aw shucks, and I made myself all purdy.

Stakin' Care of Business [4.11]

 * Karen: Oh, honey. You have a dream. You know, I had a dream too. To be rich and beautiful and have a great body. Oh, look, my dream came true!

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 * Jack: I couldn't help overhearing...because I was standing here listening.

Jingle Balls [4.12]

 * Grace: So I repeated the joke. When you discovered "Hold me closer, Tony Danza," you rode that till the wheels fell off.

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 * Dorleen: It's dark. It's glam. It's sad. It's Christmas.

Whoa, Nelly! [4.13]

 * Will: Fixing up my dad's girlfriend? Nice. What's next, a cruise with the Korean woman my uncle fathered a child with during the war?

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 * Jack: Lamar is...well, he's like me, Kare.
 * Karen: Not allowed to step within 100 feet of Kevin Bacon?

Grace in the Hole [4.14]

 * Will: Jack, this isn't like the pound, where you can take home the one that wags his tail at you...Or some gay bar where you can...take home the one that wags his tail at you.

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 * Will: Oh, Grace. You're dating a convict? Does it come to this?
 * Grace: He's not a convict. He is just some guy who did some white-collar real-estate thing and needs to be behind bars for a little while until he learns his lesson.
 * Will: Oh. Hey, he wouldn't happen to have a brother who's not gay but likes to have sex with men, does he?

Dyeing Is Easy, Comedy Is Hard [4.15]

 * Karen: Knock-knock. Anybody homo?
 * Jack: I am, I am!

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 * Jack:You're not a lesbian...say something lesbionic.
 * Bonnie: Home Depot.
 * Jack: k.d. lang, you are a lesbian!

A Chorus Lie [4.16]

 * Jack: Uh, excuse me. As Aretha said to Gloria, Celine, Shania, and Mariah during Divas Live..."Are you trippin'? No one interrupts the Queen of Soul, bitch. Okay?"
 * Owen: Well, I believe she also said, "Hey, Cuba, Canada, cowgirl, Crazy, get out of my light and away from my snacks, bitch."

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 * Jack: [thinking] Hmm, helping Burton was good karma, but how can I get rid of this guy? What's the one thing that could keep him out of the Gay Men's Chorus?
 * [The Director's female assistant walks past Owen to the door.]
 * Owen: Hey.
 * Assistant: Hey.
 * [Owen gawks at her as she exits]
 * Jack:[gasp] Anne Heche Laffoon! He's straight!

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 * [Jack is trying to find out whether his new singing partner, Owen, is really gay]
 * Jack: Why don't we start with some vocal exercises. What gym do you go to? Why haven't I seen you in the clubs? And who have we slept with in common?
 * Owen: I work out at home. I'm allergic to smoke. And I'm in a long-term relationship with my high school boyfriend.
 * Jack: Name?
 * Owen: Ben.
 * Jack: I know him.
 * Owen: No, you don't.
 * Jack: How do you know?
 * Owen: He told me you don't.

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 * Jack: I can't take it anymore! This man is straight!
 * [Everyone but Jack and Owen gasp]
 * Owen: You're crazy! I'm as gay as the locker room at the Ice Capades! This is just your pathetic attempt to eliminate the competition. And besides, I think Jack is the straight one.
 * [Everyone gasps again]
 * Jack: I have never been accused of something so heinous! [chuckles] Heinous. How dare you, sir! You are an impostor! And I have a woman who he made out with who can be here in five minutes-That's right, five minutes, because she has no life.
 * Owen: Damn it!

Someone Old, Someplace New [4.17]

 * Jack: I met Karen's mother. She's not dead. She's a cocktail waitress. It turns out Karen's father died when she was seven. Oh, my God. Can you imagine what Karen looked like when she was seven years old? Cute little pumps, cute little martini, cute little pills. Ah-ha-ha. Anyway, from then on they moved around a lot until Lois met a man, a ne'er-do-well named Bernie. Or was it Todd? I don't know. I can't remember, 'cause at that point I zoned out 'cause some real hot fireman came into the bar. Oh, his name was Todd. That's right. Hot Toddy. Hot Toddy. Hot Toddy. Anyway, what did I do with his number? Actually, when Karen was 16, her and her mother had some big falling-out, and Lois wouldn't tell me what it was; but I have a feeling Karen killed a man with her bare breasts. All this is in my movie. I smell sequel.
 * [Will pushes Jack out the door.]
 * Grace: Wow. Karen has a mother?

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 * Will: So, Karen, on this, the centennial of your birth, Jack wants me to wish you a happy birthday. I hope all your wishes come true. And when you do become Satan's mistress, don't you forget the little people.

Something Borrowed, Someone's Due [4.18]

 * Grace: Bill just said 2002 was the last palindrome year of our lifetime, and I laughed, and he looked at me weird. A palindrome is some kind of elephant, right?

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 * Karen: The last town we lived in, I fell in love with a boy. He had long blond hair, delicate features, soft skin...At least, I think it was a boy. Well, anyway, I was in love. And he or she loved me. Until my mom scammed her, too. Then he left me!

Cheatin' Trouble Blues [4.19]

 * George: Oh, by the way, Will, that guy that just made partner at my firm — Brian. He's gay.
 * Will: Really? The Canadian guy?
 * George: Oh, jeez, that was it: Canadian. He's gonna call ya anyway.

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 * Karen: 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. I thank God Keanu Reeves was there to get us out. [cries.]
 * Jack: Karen, that wasn't you, that was the opening scene of Speed!
 * Karen: 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? Wh— ?

Went to a Garden Potty [4.20]

 * Jack: Oh, look! My ride's here, and it's a huff! I believe I'll leave in it!

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 * Zandra: This better be good. You're taking time away from my slow, agonizing march toward death.

He Shoots, They Snore [4.21]

 * Jack: Okay, here's the scoop, Jackson. Elliot's got a basketball tournament in Connecticut this weekend. All the dads are going, but my boss Dorleen the Whore-leen is making me do inventory. So, will you take him? Please? I'll be up on Saturday. Please just say yes. I promise I won't ask for anything else again!
 * Will: Okay.
 * Jack: Damn you, Will! Damn your shiny, pointy face and your sarcastic quips!
 * Will: Hey, lord of the ring-dings, I said I'd do it.
 * Jack: Oh. Sorry. I wasn't listening.

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 * Karen: Hi, what's going on? What's happening? What's the emergency?
 * Grace: I think I'm in trouble.
 * Karen: Well, you came to the right place. Here's what we're gonna do: We're gonna change your name, get you a new face and ship you out of the country. Here's your passport.
 * Grace: [reading passport] "Rosario Salazar." This is your maid's.
 * Karen: She don't need it. She ain't going anywhere.

Wedding Balls [4.22]

 * [Karen is showing Jack a card trick.]
 * Karen: Is this your card? [Holds up a card]
 * Jack: No.
 * Karen: Is this your card? [Holds up another card]
 * Jack: No.
 * Karen: Is this your card? [Holds up another card]
 * Jack: No.
 * Karen: Is this your card? [Holds up another card]
 * Jack: No.
 * Karen: Is this your card? [Holds up another card]
 * Jack: I can't remember.
 * Karen: (takes off the cover) Ta-Daa!!
 * Jack: That is so freaky, Karen. How did you do that?
 * Karen: Oh, sorry, honey. A magician, like a prostitute, never reveals her tricks.

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 * Rita: Maybe you could be a little more specific in your analysis.
 * Jack: Oh, don't try to confuse us by speaking French.

Fagel Attraction [4.23]

 * Gavin: You got a set of eyes like two inviting pools of chocolate pudding.

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 * Will: Hey, that guy looks suspicious. He's in a gay bar eating a hot dog without any irony.

Hocus Focus [4.24]

 * Karen: Honey, you say potato, I say vodka.

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 * Jack: You don't get to have ideas. This show is called "That Old Jack Magic," not "That Old Assistant's Magic."
 * Karen: Oh! Old? Well, how do you know that? There are parts of me that were just a twinkle in a scientist's eye three weeks ago. Besides, I was just trying to help.
 * Jack: You wanna help? Then remember your place. You're the assistant...and let's not forget where that word comes from — Latin, meaning "ass of an ant." So keep your ideas to yourself and assist. It shouldn't be that hard. It's what you do. Get it? [ leaves the room]
 * Karen: I'm gonna be so mad when my mood elevators wear off.

A Buncha White Chicks Sittin' Around Talkin' [4.25]

 * Karen: You know what else is incredibly sad? Poor people with big dreams. Actually, that's not so much sad as it is incredibly funny.

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 * Grace: I wanna travel the world. Anywhere. Everywhere. You know, as long as it's clean and they speak English and it's safe.
 * Will: You've just narrowed your world travel plans down to Denver.

A.I.: Artificial Insemination Pt.1 [4.26]

 * Lionel: [offers his hand] Lionel Banks. Lionel like the train, Banks like money. And you are?
 * Karen: Anastasia Beaverhausen. Anastasia like Russian royalty, Beaverhausen like...where the beaver live.

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 * Will: Jack, wait! You've got my sperm!
 * Jack: Come again?

A.I. Artificial Insemination Pt.2 [4.27]

 * Lionel: Miss Beaverhausen, I came as soon as you called.
 * Karen: Well, that's really none of my business, but thank you for sharing.

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 * Cher: You know, don't talk to me about rejection, okay? I mean, 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.

And The Horse He Rode In On [5.01]

 * 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 hysterically] 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!

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 * Jack: Sex is a drug, Karen. I should know; I'm a licensed dealer.

Bacon and Eggs [5.02]

 * [Jack is in a group interview for the job of Kevin Bacon's assistant]
 * Kevin Bacon: Now, I thought that, instead of doing some boring interview, it might be good to find out what you know about me. I'm sorry, that sounds vain - me and my career.
 * Jack: First film: Animal House. Character's name in Footloose: Ren McCormick. Number of films with full frontal nudity: four. Number of films with full sidal nudity: three. Number of films with rear frontal nudity: priceless.
 * Kevin Bacon: The rest of you may go.

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 * Kevin Bacon: When the stalkers leave, it's the first sign that your career is slipping. It's a little tip I picked up from Val Kilmer.
 * Will: You were in a movie with Val Kilmer?
 * Kevin Bacon: No, but he was in Top Gun with Tom Cruise, and Tom Cruise was in A Few Good Men with me. [pause] Huh, that was a short one.

The Kid Stays Out of the Picture [5.03]

 * Will: Check it out, it's my crib from when I was a baby. We're gonna paint it pink if it's a girl, and hot pink if it's a boy.
 * Jack: And flannel if it's a lesbian.

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 * [Grace is worried that her romance with Leo will upset Will]
 * Karen: Just buy him a present to soften the blow.
 * Grace: No, that's not going to work.
 * Karen: C'mon, the gays love their presents. Just wave something shiny in their faces and they'll give you whatever you want. That's how we got Manhattan from the gay Indians.

Humongous Growth [5.04]

 * Jack: I don't know how much longer I can live with Will. Every time I get in the shower with him, he's like "Jack, get the hell out of here!"

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 * Karen: [laughs] Kids are dumb.

It's the Gay Pumpkin, Charlie Brown [5.05]

 * Grace: Oh God, two guys are already lined up for the next Star Wars movie. I'm gonna show up there in two years and cut right in front of them.

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 * [Karen catches Stan having an affair]
 * Karen: Stanley, that had better be me you're having sex with!

Boardroom and a Parked Place [5.06]

 * Karen: Oh. Hi, honey. Listen, you gotta talk to that shower head. He got a little fresh. I had to put him in his place. Well... [whispers] my place.

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 * Stein: I want to thank you, Will, from the heart of my bottom...no, wait...strike that, reverse it.

The Needle and the Omelet's Done [5.07]

 * Jack: Friends, it's finally happened - my fame has reached a whole new level. I just got recognized on the street!
 * Will: Jack, someone yelling "queer!" from a passing car is not a fan.

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 * Jack: They say that acting is reacting. I say that acting is attracting - are you attractive enough? [looking at class] I see a lot of puzzled faces, but not many attractive ones.

Marry Me A Little [5.08]

 * Will: Leo, great. And Grace, best of luck.
 * Grace: Best of luck? Well thanks for coming to my Bat Mitzvah, Uncle Hochum! Have a safe drive back to Siaset!
 * Karen: I don't know what half those words meant.

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 * Bobbi Adler: So, where are you kids going on your honeymoon?
 * Grace: We haven't really talked about it yet.
 * Eleanor Markus: Oh! You should take her to your cabin.
 * Grace: You have a cabin?
 * Leo: Yeah, I go there to fish.
 * Grace: You fish?
 * Leo: Mm-hmm. I learned in Africa.
 * Grace: You were in Africa?
 * Leo: Yeah, when I was with Doctors Without Borders.
 * Grace: You were with Doctors Without Borders?
 * Rosario: Have you two met?

Marry Me a Little More [5.09]

 * [Grace is getting married]
 * Jack: This is a big day for you. You're not just losing a best friend...you're losing a hag.
 * Will: She is not my hag. She's just the most important person in my life who used to be in love with me, and who for 15 years hasn't left my side. [pause, chokes up] She's been one hell of a hag!

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 * Leo: Will, I just want you to know that I'll do everything I can to make her as happy as you have...plus sex.

The Honeymoon's Over [5.10]

 * Grace: There was a bar...in the pool! I swear, swimming any other way but drunk is just stupid.

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 * Will: [after waiter pours wine on him] Why are you laughing? It's not funny!
 * Elton John: [turning in his chair] It's a little bit funny.

All About Christmas Eve [5.11]

 * [Will and Grace get out of a foul-smelling cab]
 * Grace: That was intense. What was that?
 * Will: That wasn't B.O. That was B.O.-My God!
 * Grace: What is the scent of that guy's air freshener, onions and feet?

Field of Queens [5.12]

 * [Will and Grace watch Karen flirt with a guy]
 * Grace: Aww, look at her all nervous and shy. Like a teenage girl.
 * Will: Yeah...'Are You There God? It's Me, Satan.'

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 * Jack: [interior monologue while playing soccer] Here I am, I'm fast and lean, I'm a mean machine, I'm...what rhymes with lean? Penis? Heh, penis.

Fagmalion Part One: Gay It Forward [5.13]

 * [Jack wants to help Barry, who is recently out of the closet]
 * Jack: We senior gays have a responsibility to the freshmen: to teach them, to take them along.
 * Will: Why is this my responsibility?
 * Jack: Because that's what we do in this community &mdash; we gay it forward.
 * Will: How long have you been sitting on that one?
 * Jack: Pretty much since the movie came out.

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 * Grace: I don't really have a lot of girlfriends. Well, I do, but they're men.

Fagmailion Part Two: Attack of the Clones [5.14]

 * Jack: Man, making someone gay is exhausting! I don't know how my mother did it!

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 * Karen: Hey, what the hell did you two Mork and Mindy-lookin' sons of bitches do to my cousin Barry? You were supposed to help him be gay, but you didn't finish. Now the poor kid's so confused that he's sitting around on the couch watching football wearing a Spandex onesie!
 * Will: We just got started. This is a guy who, 24 hours ago, thought Batman and Robin just fought crime together!

Homojo [5.15]

 * Jack: Kare, throughout all my struggles, you've constantly been partially there for me. Is there anything I can pretend to do for you now?
 * Karen: Now that you mention it, there is. There's one more box of my personal effects left at the manse. It's mostly personal stuff: photos, birthday cards, the receipt I got from Rosario's parents when they sold her to me. Could you...?
 * Jack: What are you saying? Would I like to spend a few unsupervised hours rummaging through your closet? Does a gay bear have anonymous sex in the woods?

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 * Karen: Which lever do I pull to be crushed by a safe?

Women and Children First [5.16]

 * Grace: Karen, are you all right? You haven't touched your muffin.
 * Karen: Honey, please, since Stan left I've done nothing but touch my muffin!

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 * Karen: C'mon, Grace. Let's get back in there. We've got a room full of lovely ladies. Let's put some music on and get those tops off.
 * Grace: You know it's not that kind of girl's night, right?
 * Karen: [smiles] We'll see.

Fagmailion Part Three: Bye, Bye, Beardy [5.17]

 * Will: Barry, it's OK that you didn't like The Broken Hearts Club or Kiss Me, Guido. I'll tell a little secret we like to keep in the community: Gay movies suck. But, until the laws change, we're still obligated to see them.

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 * Grace: [Laying out dresses] This one's slitty, this one's slutty, this one's titty, this one's butty.

Fagmailion Part Four: The Guy Who Loved Me [5.18]

 * Karen: Hello, maintenance? This is Mrs. Walker in 1526. I'd like to put my drink on the mantle; could you send someone up to move the fireplace?

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 * Will: [to Barry] I want us to date.
 * Jack: But you can't date both of us because we're best friends. I would never do anything to hurt my friend Will, who wears a wig and a truss.

Sex, Losers and Videotape [5.19]

 * Jack: Thought for the day: Though the eyes are the window to your soul, the zipper is the window to your underwear.

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 * Karen: So, now that we have Will's blessing, how would you like to come to my suite at the plaza?
 * Stein: I don't know. Now that it's not forbidden, it's just not as exciting.
 * Karen: Yeah, you're right. Let's go pick up another couple.
 * Stein: Awesome.

Leo Unwrapped [5.20]

 * Grace: Just a reminder: Tomorrow is my birthday. Just another reminder: My husband left me alone to help the needy, so the presents need to be bigger and better.
 * Will: I got you something great. Want a hint?
 * Grace: No! You know I have to be surprised. Remember two years ago, how mad I got when you left my present out for me to find?
 * Will: Left it out? It was hidden in a storage locker in Queens, which I rented under an assumed name. You bit through a combination lock!
 * Grace: Well, just make sure it doesn't happen again.

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 * Will: You can't go home, you'll ruin the surprise. Look, you can crash in my bedroom tonight, and tomorrow you can help me with the party. How are you with a pastry bag and Rosette tips?
 * Leo: I've never tried them, but why don't we hold each other for awhile, and see how we feel after that?

Dolls and Dolls [5.21]

 * Karen: [knocks on the washing machine door glass] Where are the fish?
 * Jack: No, Karen. It is a laundromat. People come here to clean their clothes. Then they reuse them.
 * Karen: Why, poor people are just plain clever. I wonder, why they can't figure out a way to make more money?

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 * 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. [she tries to pour a soda into a glass without opening it] I want a real home, with real people. I mean you're real, right?
 * Liz: [opens and pours the soda as Karen looks in awe] 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"... [pause] "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.
 * Liz: True!
 * Karen: Oh, this game is so hard!

May Divorce Be With You [5.22]

 * Karen: I'll get a new lawyer. A better lawyer. A gayer lawyer!
 * Will: Well, good luck finding that.

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 * Jack: I'm leaving. It looks like I'm the only one around here with any dignity!
 * Cameron: Is that my watch?
 * Jack: I'm not going to dignify that with a response!

23 [5.23]

 * Jack: Gosh, Grace, it was so sweet of you to cook Will and Karen dinner.
 * Grace: Well, you know, I just figured after a long day at the divorce hearing, it would be nice to come back to a home-cooked meal.
 * 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.

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 * Lorraine Finster: [whispering] Pssst. I'd like you to have all your things out by tomorrow morning, all right?
 * Karen: [whispering] Oh, okay. Oh, pssst. I'd like you to eat me.

24 [5.24]

 * [Grace is torn between going on a luxurious vacation with Karen and going on a grueling Doctors Without Borders assignment with Leo]
 * Leo: Why don't you go? I love you, but let's face it: The idea of you doing something selfless is a joke.
 * Grace: I love that you get me!

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 * [Karen's elderly, nearsighted driver is steering the ship]
 * Will: That's the captain? That's your limo driver!
 * Karen: Drive a car, drive a boat, drive a plane...As long as I'm drunk, what's the difference?

Dames at Sea [6.01]

 * Jack:...but when we get to Saint Bart's I swear I'm taking an EPT, and if it's blue I am not going through this alone!...again!

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 * [Grace finds a steamy letter that Leo's colleague wrote him; Will and Jack are trying to calm her down]
 * Will: You're keyed up over nothing. It's just a letter.
 * Jack: [nods] It's just a letter. He's not going to respond to that. I myself have written him several letters, all unspeakably filthy, and all I got was a wink and a smile.

Last Ex to Brooklyn [6.02]

 * Karen: I like you. Wanna make out?
 * Diane: I like you too. Let's see where the evening goes.

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 * Leo: So, you and Will...
 * Diane: Yep, me and Will...
 * Leo: And, uh, me and you...
 * Diane: Yep, me and you...and maybe later me and Karen!

Home Court Disadvantage [6.03]

 * Karen: Beverley Leslie, with your pants so tight, won't you be my partner tonight?
 * Beverley Leslie: Ooh, I would be honored.
 * Leo: You think we can take 'em?
 * Grace: Please. Between the two of us, we've got eight feet on them.

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 * Karen: I hate Leo. Yeah.
 * Grace: What?
 * Karen: Yep. Hate him, hate him, hate him, hate him. He's dull, he's ugly and he don't make me laugh.
 * Grace: And you're telling me this now?
 * Karen: Well, honey, I would have said something before, but that just would have been hurtful!

Me and Mr. Jones [6.04]

 * James Earl Jones: Like I need this crap at my age. I've got Darth Vader money!

<hr width="50%"/>
 * James Earl Jones: I haven't taken an acting class since Lee Strasberg. I sat between Marlon Brando and Shelley Winters.
 * Karen: Honey, no offense, but how did that bench not break?
 * James Earl Jones: Who said it didn't?

A-Story, Bee-Story [6.05]

 * [After a gay spelling bee.]
 * Jack: The other guy couldn't get "erect"...I, however, could.

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 * Jack: Got anything written on your freakishly tinier boob?
 * Karen: It's only smaller when its scared.

Heart Like a Wheelchair [6.06]

 * Karen: Hey, Wilma, I need your help! Remember Lorraine Finster, the dame who stole my husband and tried to bump me off? Well, I think I found her, a private dick said he dug up an "L. Finster" at the Hotel Kickerbocker. Come on, let's go down there and give her what-for!
 * Will: As much as I'd love to put on a trench coat and look for your grip on reality, I can't. I've got to take care of Mom.
 * Karen: Oh, how sweet, a gay man living with his mother...would you like me to pre-heat the oven or do you want to just jump right in?

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 * Maralyn: Oh, hello, Karen. You know, I took your advice about overcoming pain with visualization, I'm going to throw these painkillers away.
 * Karen: Oh, I'll throw them away for you, yep, right in the ol' trashcan. (tossing the pills down her her throat)

Nice in White Satin [6.07]

 * Karen: A gay man breaking into the ranks of nursing? Why, that's like a butch girl playing softball - you just don't see it every day!

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 * Will: Hey, Nurse Sheila, right? You were my nurse at the sperm bank.
 * Sheila: I'm not so good with faces. Drop your pants and I'll see if it rings a bell.

Swimming from Cambodia [6.08]

 * Jack: If Michelle Pfeiffer in Dangerous Minds has taught us anything, it's that it's so much easier to learn from attractive people.

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 * Karen: What's better than a nice, hot cup of cocoa after riding your maid in the snow?

Strangers with Candice [6.09]

 * Jack: Karen, isn't that Candice Bergen, your archenemy slash best friend?
 * Karen: Oh my God! This is a nightmare slash delightful!

<hr width="50%"/>
 * Candice Bergen: Jack, there are two things I've learned in my long career. The first is to never take yourself too seriously. The second is to always wear a double layer of underpants when you're doing a bed scene with Jack Nicholson.

Fanilow [6.10]

 * Cheryl: Are you a Fanilow, too?
 * Grace: No, dear. I'm a doctor's wife.

<hr width="50%"/>
 * Karen: This is Jackie, he's a 'Fagilow.'

The Accidental Tsuris [6.11]

 * Karen: I was only shtupping you to shtick it to her!
 * Lyle Finster: But I don't undershtand!

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 * [Karen is on the phone with Rosario]
 * Karen: Rosie, I'm glad you're home. You got a minute? I'm a little down. You see, the guy I'm in love with, it turns out that he don't love me no mo'. But you know what? I'm not going to give up! No, I'm not! Because when you meet someone that you feel a deep connection with, you must do everything in your power to - Ohhh, the bitch hung up on me!

A Gay/December Romance [6.12]

 * [Grace ducks under the table to pick up the bowl of noodles she dropped.]
 * Karen: Grace, please! A girl'll do anythin' to get a peek at my pie!

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 * [Will's wealthy, much older "friend" has just bought him a horse]
 * Grace: Oh my God, you've got a sugar daddy!
 * Jack: This is so unfair! I'd do a sugar daddy for a horse. Hell, I'd do a horse for a sugar daddy!

Ice Cream Balls [6.13]

 * Jack: Hey, I just got your message. You needed to see my ass and pee?
 * Will: I needed to see you A.S.A.P.

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 * Stewart: [to Will, about Jack] I want you to set us up. I want him to be the lord of my ring.

Looking for Mr. Good Enough [6.14]

 * Jack: A woman on the elevator said we were a cute couple!
 * Stewart: Well, it was more like, "Stop making out or the fires of Hell will consume you."
 * Jack: It's just an expression, like, "We don't want your kind in our neighborhood," or "There he is - get him!"

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 * [Will is the only single person in a couples cooking class]
 * Ann: Add four cups of cooking oil. Will, for you, that's two. Now, add two cups of chicken stock. Will, for you, that's one. Add a tablespoon of salt. Will, for you...
 * Will: [exasperated] Let me guess, half?
 * Ann: No, go ahead and use the whole thing. You're alone - you might as well bloat.

Flip-Flop Part 1 [6.15]

 * Stuart: I'm impressed that you're working with patients already.
 * Jack: Thanks. Although, as a student nurse, I can't technically touch them, treat them or care for them. But I can look kindly at them and be thankful I'm not them.
 * Stuart: And that's the best medicine of all.

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 * Karen: These muffins are specially designed to keep you regular. There are two things I will not tolerate in this house: racism and constipation!
 * Rosario: Yeah, you're the Rosa Parks of pooping.

Flip-Flop Part 2 [6.16]

 * Karen: [of Lorraine] I've been like a mother to that girl. I've locked her in her room, I've told her she was fat, and the other day I left her in a store!

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 * [Will and Grace have kept Jack from moving in with Stuart so they can sell their house at a huge profit]
 * Grace: I knew the minute you said that to Jack, you were doing the wrong thing, but I was helpless to stop you.
 * Will: You hopped on board. You made the final sale.
 * Grace: You hypnotized me with your Svengali-like powers.
 * Will: And yet I can't get you to stop biting your toenails.
 * Grace: How else do you get them shorter?

East Side Story [6.17]

 * Eden: You're such a good kisser! You kiss like a girl!
 * Will: I throw like one, too.

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 * Karen: I was downstairs making a ham sandwich, and I heard Stan's voice!
 * Jack: Oh my God! Did you put mayo on it?
 * Karen: Honey, Stan spoke to me!
 * Jack: Well, you know, it makes sense. In Native American mythology, the refrigerator is the medium for dead fat people.

Courting Disaster [6.18]

 * Jack: Hey, wanna be my second choice for the movies? We can go to a family film and look for gay subtext.

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 * Jack: That's it - I'm done with men! I'm into women now. C'mon, let's make hot, hetero love to each other. Take off your breasts and turn around.
 * Grace: Oh, if only that was the first time a guy had said that to me.

No Sex 'N' the City [6.19]

 * Karen: We need a new show...Something that combines the gay sensibility of Sex in the City with the gay sensibility of Frasier and the gay sensibility of Friends.

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 * Vince: Look, I'm a romantic. Call me old-fashioned, but I believe that when a guy takes another guy out, he should treat him like a lady.

Fred Astaire and Ginger Chicken [6.20]

 * Karen: So has Grace met your new fella?
 * Will: Not yet.
 * Karen: Then how do you know if you like him?

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 * Karen: Every healthy relationship between a gay man and a straight woman has a "sell by" date.

I Never Cheered For My Father [6.21]

 * [Tina thinks George is cheating on her]
 * Tina: [to Will] Will you talk to him, find out if it's true? Please, I have no one else to go to. I'd go to my girlfriends, but I've slept with all their husbands.

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 * Karen: So, Elliott, queerleading tryouts, huh?
 * Elliott: Cheerleading.
 * Karen: Yeah, well, let's see what the kids are calling it when they're stuffing you in your locker.

Speechless [6.22]

 * [Will reads his speech to Sheila]
 * Will: And never forget, dreams are like feathers: If you have enough, you can fly.
 * Sheila: Wow. Maybe I will get back into porn.

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 * Karen: I'll say it again: Fags really are a hoot.

I Do [6.23]

 * Jack: Karen, I can't believe you're doing this. Eloping to Vegas! It's so romantic - taking your sacred vows in the city of water slides and titty bars.

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 * Karen: Lyle wanted me to walk down the aisle to "Here Comes the Bride". But I told him that, ever since I was a little girl, I dreamed that, at my fourth wedding, I would walk down to aisle to "Sympathy for the Devil" by the Rolling Stones. And he went for it.
 * Jack: That's great, Kare. But I thought you were saving "Sympathy For the Devil" for your fifth wedding.
 * Karen: No, that would just be in bad taste. The fifth wedding is traditionally "Smack My Bitch Up" by Prodigy.

Oh, No, You D-int [6.24]

 * Marion: Oh, Lyle, if only our father was alive to see this!
 * Lyle: He isn't?
 * Marion: Oh, damn, I knew there was something I was supposed to tell you!

<hr width="50%"/>
 * Jennifer Lopez: Congratulations, Karen and Lyle. And just remember, the secret to a happy marriage is - oh, who am I kidding?

FYI: I hurt, too [7.01]

 * Grace: You know, the old Grace would have done this [smacks her hand onto Jack's forehead.] But now, I just have this new serenity thanks to Mr. Kabbalah.
 * Will: He's not a person! He's not like Mr. Peanut.
 * Jack: Uh, Mr. Peanut is not a person, Will.
 * Karen: He's a legume.

<hr width="50%"/>
 * Will: She doesn't want to talk to you, dude.
 * Leo: "Dude"?
 * Will: I get pretty straight when I'm angry.

Back Up, Dancer [7.02]

 * Grace: You and Vince are so lucky. You'll never know the pain of divorce.
 * Will: Well, that's because we're legally barred from the joy of marriage.

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 * Vince: You know, this is a relationship. If a crew member goes overboard, the ship sinks.
 * Will: No it doesn't. That's a terrible metaphor.
 * Vince: You're a terrible metaphor!
 * Will: That's a comeback?
 * Vince: You're a comeback!

One Gay at a Time [7.03]

 * [Jack is in a focus group for OutTV, a gay TV channel]
 * Jack: You mentioned "Gay Jeopardy". Doesn't that sound like a bit of a knockoff? How about "Big Gay Brother"? Or "The Price is Right...and Gay"?
 * Tim: Well, you'll be happy to know that both of those shows are in development, along with "Ashamed Family Feud".

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 * Jack: How dare you call my friend dumb! If you really want to push a button, call him chunky!

Company [7.04]

 * Will: [about Ned] What's wrong with being nice to him? He's our neighbor!
 * Grace: Will, follow the logic. First we're nice to him, then suddenly we're picking up his newspaper, then we're watering his plants. The next thing you know, there's a fire in the building and we're the ones who have to make sure he got out okay. I'd rather find out on the evening news, thank you.

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 * Rosario: I'm not your mule!
 * Karen: Oh yeah? Then why did you eat that apple off my palm this morning?
 * Rosario: I knew that would come back to bite me on my ass.

Key Party [7.05]

 * Vince: I think I know what my boyfriend likes. We've been going out for six months.
 * Grace: I've known him for 20 years.
 * Vince: I'm in a committed relationship with him.
 * Grace: So am I.
 * Vince: I've shaved his ears.
 * Grace: I've shaved his legs.
 * Vince: I've seen him naked.
 * Grace: I've seen him naked and crying.
 * Vince: I've slept with him.
 * Grace: If I hadn't turned him gay, we wouldn't be having this conversation, so I win.

<hr width="50%"/>
 * Jack: Just because somebody's dead, it doesn't mean you can't celebrate their birthday. It's never too late. Look at George Washington. I never paid attention to him while he was alive, and now I get a day off of work!

The Newlydreads [7.06]

 * [Grace and Karen are designing an apartment together]
 * Grace: We make a good team &mdash; Walker and Adler, Adler and Walker.
 * Karen: Honey, don't say your name next to mine. It makes mine sound Jew-y.
 * Grace: Well, yours makes mine sound drunk.
 * Karen: Wow. Right in the nuts.

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 * [Will and Jack have just donated money to save a historic gay bookstore]
 * Will: I guess we proved that a couple of guys can still make a difference in this city. Thanks to us, people can still go to the same bookstore where Gertrude Stein punched Alice B. Toklas in the stomach and shouted, "Don't come home 'til you've shaved!"

Will & Grace & Vince & Nadine [7.07]

 * Jack: My boss is on my case. He says I've got to have a more professional relationship with my secretary, or else I have to fire her. He gave me an old tomato.
 * Will: "Old tomato?"
 * Jack: Yeah, when you have to do one thing or the other? You have to eat it or throw it. Old tomato.
 * Will: Oh, I see. I was confused, 'cause you know, I pronounce it "old tomahto".

Saving Grace Again Part 1 [7.08]

 * [Grace is all dressed up for a blind date]
 * Karen: Oh, so you get all slutted up for Will's guy, but you won't even give my guy a chance?
 * Grace: Your guy is not a guy. Your guy is Sharon, our mail carrier.
 * Karen: Nice, a snob and a homophobe!

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 * Grace: I think I know what I may have heard, and I may have heard "I love you"...I think.

Saving Grace Again Part 2 [7.09]

 * Karen: Driver, turn up the heat in here. There's a little nip the air. [looks down her shirt] Oops, make that two of 'em.

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 * Grace: I love the local news. So uplifting. Those two old farmers lost everything in the fire, and yet they still managed to persevere.
 * Will: Grace, you have to pay attention. The crystal meth lab in their barn exploded.
 * Grace: Still, we should send money.

Queens for a Day Part 1 [7.10]

 * Grace: Great. No sex, and now no turkey.
 * Karen: Well...either way, no stuffin' for you.

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 * Ro: I know my brother's gay. I've known it since high school when he beat up some guy for saying Lee Majors looked dopey.

Queens for a Day Part 2 [7.11]

 * Grace: [about Sal] I am so into him.
 * Karen: Yeah, well I'm double into him.
 * Grace: Well I'm gonna ask him out.
 * Karen: I'm going to ask him to move in.
 * Grace: He gave me a hickey. [Points to her breast]
 * Karen: [Points to her belly] He gave me a child! I am pregnant, Grace!
 * Grace: No you're not. You can't get pregnant from kissing.
 * Karen: Oh thank God!
 * Sal: [On his cellphone] Hey, I just macked on two old ladies. [watching them look at him] I may need to borrow your dad's tool shed later.

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 * Grace: They were nice enough people, but those goodbyes were weird. When I went to hug Vince's sister, she put her hands on my boobs. It was really uncomfortable.
 * Jack: You stood there for, like, 10 minutes. I had to pull you off her!
 * Grace: Yeah, well, we're guests. I didn't want to be rude.

Christmas Break [7.12]

 * [Karen and Rosario are decorating the Christmas tree]
 * Rosario: Miss Karen, can I stop for a minute? My back hurts.
 * Karen: Keep going. I didn't hear anything snap.
 * Rosario: This year I'm making your figgy pudding with rat poison and Ajax.
 * Karen: But no raisins.

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 * [Grace lets Marilyn's friend take the blame for breaking her prized figurine]
 * Will: This is perfect. See what happens when you keep your mouth shut? Skippy Faber takes the fall!
 * Grace: So that's it? I just let Skippy hang for my crime?...Eh, she's German. We'll call it even. [Ironically, Adler is a German name]

Board Games [7.13]

 * Will: Now, Karen, before this reporter comes, remember that since Stan died, you are the face of Walker Inc. And, unlike the previous face, yours isn't covered in pudding. You need to take this interview seriously.
 * Karen: Relax, I'm great with reporters. Ever since I leaked a little information to Woodward and Bernstein, I've had them eating out of the palm of my hand.
 * Will: Do you really expect me to believe that you were Deep Throat?
 * Karen: Only to one of them.

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 * [Karen's high school nemesis, Scott Wooley, has just taken over Walker Inc.]
 * Scott Wooley: You know, Karen, I was worried that, after all these years, my revenge would feel empty and hollow. I was wrong; it is awesome! Now, if you'll excuse me, I'm going to move in to your late husband's office. Now it's your turn to cry, and wet yourself a little, and get beat up by the marching band...not that any of those things happened to me.

Partners [7.14]

 * Karen: Listen, honey, I gotta go. it's time for my Christian book club. This week we're burning Catcher in the Rye.

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 * Will: Grace, this is my boss, Margo.
 * Margo: Please, call me Margo.
 * Grace: Well...I don't really have a lot of other options.

Bully Wooley [7.15]

 * Karen: Gay, straight, black, white...What's the difference? We all finish ourselves off in the end, anyway!

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 * Karen: You'll never guess who just walked in!
 * Jack: Is it Greg Evigan, from TV's B.J. and the Bear and, after a brief hiatus, My Two Dads?
 * Will: You know, I never realized how gay those shows sounded. It's a wonder he didn't follow them up with a show called "Hey Faggot!"

Dance Cards & Greeting Cards [7.16]

 * Beverly Leslie: As the social director of this club, and the chair of the Nassau County Republicans, let me say that two men will never dance on this floor!
 * Jack: I'm sorry, I'm a little bit confused. How do I put this delicately...You are a raging 'mo yourself!

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 * Scott Wooley: You are the brightest angel in all of heaven. Also, I would love so much to get in your pants.

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 * [Jack and Will realize that Lanore and Lucile aren't actual sisters'']
 * Jack: Portia de Rossi DeGeneres, you're lesbians?!

The Birds and the Bees [7.17]

 * Rosario: Whenever my friends and I talk about who works for the craziest bitch, I always win.

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 * Karen: Jackie, you've been out here for so long. You must be freezing! Here, I brought you some soup.
 * Jack: This is gin.
 * Karen: It has noodles in it.

The Fabulous Baker Boy [7.18]

 * Karen: I smell liquor on my breath. You're drunk!

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 * Will: [about Karen's pastry chef] The man is an artist. You wouldn't fire Picasso, would you?
 * Karen: I would and I did. He put both breasts on one side of my body. I wouldn't take it from plastic surgeon and I wouldn't take it from him.

Sour Balls [7.19]

 * Jack: I was just having an executive's meeting at OutTV, and I had a huge realization.
 * Will: That, six months ago, all of you were cater waiters?
 * Karen: That, six months from now, all of you will be cater waiters?
 * Jack: Will, you're mean. Karen, you're hilarious.

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 * Will: It's hard to believe that this is an up-and-coming gay spot.
 * Jack: Are you kidding? This place is so gay the state bird is a condom.

The Blonde Leading the Blind [7.20]

 * Karen: Rosie, as a reward for all your hard work, I made you a nice big turkey sandwich. It's hanging from a string off the balcony. If you can grab it, it's yours!
 * Rosario: Great. I put a tarantula in the liquor cabinet. If you can find it, it's yours!

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 * Grace: She wants to study me. She thinks I'm interesting.
 * Will: You're not interesting! We passed, like, 20 of you on the way here!

It's a Dad, Dad, Dad, Dad World [7.21]

 * Jack: Ah, you missed a great wrap-party at White Castle last night. Woho, it was off the hook!

From Queer to Eternity [7.22]

 * Karen: My catchphrase is: "24 hours in a day, 24 beers in a case." You figure it out.

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 * Marilyn: Oh Grace, have you seen this new show Desperate Housewives? My friends and I play this drinking game when we watch it. You know, one shot every five minutes.

Friends With Benefits [7.23]

 * Beverly Leslie: Keep it up, Karen Walker. I'll add that insult to my complaint.
 * Karen: The only complaint you have is that the American Kennel Club hasn't recognized you as a breed yet!

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 * Malcolm: [to his contact] He took the bait. "Operation Get Will Truman to be a Lawyer Again" is a success. I know it's long, but it says what it is, and we agreed that I would get to name the operation and you would get the bagels.

Kiss & Tell [7.24]

 * Will: I'm all about helping people. It's what I do.
 * Grace: You don't know what you do. You start this charity job today.
 * Will: That's right, and starting today this big blue marble is gonna be a better place.
 * Grace: Wow. If you can figure out how to eat smug, you could feed the whole world.

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 * Jack: Now that "Jack Talk!" is such a hit, things might get a little crazy.
 * Will: Wow, Jack, that is huge! [To Grace] What's "Jack Talk!"?
 * Grace: I think it's the thing he does in the shower with his penis.

Alive & Schticking [8.1]

 * [Jack is consoling Grace about sleeping with married men]
 * Jack: When an opportunity comes along, I don't question it. I grab it, put its wedding ring on the table and swing on it 'til dawn.

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 * Malcolm: Excuse me, but I find you very alluring, and I look forward to the day when I see you ride that chair on a very bumpy street in a town where everyone is naked.
 * Karen: [offers her hand] Karen Walker. And may I say it is a pleasure to meet a true gentleman.

I Second That Emotion [8.2]

 * Will: Look at this picture. If you look closely, I swear you can see Katie Holmes mouthing "help me!"
 * Grace: Please. She made her own twin beds.

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 * Grace: I am not homophobic, you mincing little squirrel!

The Old Man and the Sea [8.3]

 * Karen: Hey, J. Hey, WAG.
 * Grace: Huh?
 * Karen: Will and Grace - WAG.
 * Will: Just glad my name isn't Frank.

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 * Grace: I am not a snob. Every guy has a chance with me. The unattractive, the unemployed, the lives with mom - everyone's welcome!

Steams Like Old Times [8.4]

 * Malcolm: Jack, I know two ways to get a man to call me "friend". One is to attach a car battery to his nipples, and the other is to buy him a fine Italian suit.
 * Jack: Aww, do I have to choose?

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 * [Will and Joe are playing Pyramid]
 * Joe: OK...Famous for nothing.
 * Will: Carmen Electra!
 * Joe: Right! Oh, um...If I see her face again I'll scream.
 * Will: Paris Hilton.
 * Joe: The other one.
 * Will: Lindsay Lohan?
 * Joe: The other one.
 * Will: Tom Cruise?
 * Joe: Right!

The Hole Truth [8.5]

 * Jack: You should get Baby Glen for the auction. You need another celebrity. I can't put the entire gay community on my back!
 * Will: Though I do admire you for trying.

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 * [Malcolm and Karen have just broken up]
 * Karen: Malcolm?
 * Malcolm: Yes?
 * Karen: [sadly] Sailboats and sunsets.
 * Malcolm: Sailboats and sunsets, baby. [leaves]
 * Grace: That's so romantic. What does it mean?
 * Karen: Oh, it's too complicated to explain...He nailed me on a Windjammer at 6:17 PM.

Love is in the Airplane [8.6]

 * Will: Grace, it doesn't matter how you look. He cares about you, not about your clothes.
 * Grace: Are you kidding?
 * Will: I know, even as I said it I didn't believe it.

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 * Karen: I love tea. It's so proper. Now, do you take lemon or peyote in yours?

Birds of a Feather Boa [8.7]

 * Jack: The ratings for "Jack Talk" came in. We got a 17 rating and a 10 share.
 * Grace: Wow.
 * Will: In this case, that means 17 people watched, and 10 of them were dressed as Cher.

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 * Beverley Leslie: Miss Adler, how dare you come into my home and desecrate the day I have set aside to celebrate my wife's death!
 * Benji: Life.
 * Beverley Leslie: Life! Why do I keep saying that?

Swish Out of Water [8.08]

 * Karen: [to her maid] Jasmine, you have such beautiful hair. I wanna see it on the dresser by bedtime. [Jasmine leaves, horrified] You know, some people say thank you when they get a compliment.

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 * Will: Well, I did it. Today I stuck it to The Man!
 * Grace: Finally. That was a long dry spell.

A Little Christmas Queer [8.9]

 * Jack: [to Will] I can't wait to meet your gay nephew.
 * Grace: You guys think everyone is gay. Jordy's only nine. It's no big deal that he went as Wonder Woman on Halloween.
 * Will: He didn't go as Wonder Woman, Grace. He went as Lynda Carter.

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 * Marilyn: [about her granddaughter] She's adopted, but I like her as if she were real.

Von Trapped [8.10]

 * [Grace invites Will to a costumed showing of The Sound of Music.]
 * Will: I don't know. Gay guys and sing-alongs? It's all a little obvious, don't you think? I don't want to act like a stereotype. [takes a sip of milk, spits it out] This is whole milk. I just drank whole milk! Great, now I'm fat, and I'll never find love!

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 * Will: [on the phone with Grace] I think I met someone.
 * Grace: I don't see how that's possible, because every gay man in the city is in this theater. There's so much lisping going on it's like someone poked a hole in the lobby.

Bathroom Humor [8.11]

 * Karen: I'm going to get my big gift from Stan. Every year he hides it in the overhang above his bikini area.

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 * Grace: You know what I hear when you talk? "Duh Duh Blah Blah Blah"!
 * Jack: You know what I see when you talk? William Hurt in a wig!

Forbidden Fruit [8.12]

 * Karen: [singing] Hush, little gay boy, don't you cry...

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 * Will: Now, back to my office. I want it to look more masculine.
 * Grace: Then stay out of it.

Cop To It [8.13]

 * [Will thinks Ellen is pregnant]
 * Will: This is so annoying. Another kid, another gift. I'm so tired of rewarding straight couples for not wearing a condom.

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 * Grace: You two belong together. If not for love, then for the simple fact that no one else will take you!

I Love L. Gay [8.14]

 * [Will talking about James]
 * Will: I know, it's just I wish I got his last name, or his phone number. I've been back to that theater, like, six time, hoping to run into him again. I actually had to buy a ticket to Big Momma's House II.
 * Grace: Had to? You've been quoting lines from that movie all week. "Momma's gonna dole out some justice up in here!"

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 * Jack: Thanks a lot, Karen! I took your advice, and now Elliot's mad at me! He said I wasn't his real father!
 * Karen: Oh, honey, he didn't mean it. Mason and Olivia say awful things about me...and sometimes to the police!

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 * Will: James' green card marriage fell through. He has to go back to Canada.
 * Grace: How awful for him! Those Canadians are so smug with their health care and their gay rights. It's easy to be like that when you're not a real country.

The Definition of Marriage [8.15]

 * James: Have you ever been to Canada? It's like Michigan without any culture.

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 * Karen: There they are, the Jewish woman and the black man who are about to get married. I get such a kick that that's legal.

Grace Expectations [8.16]

 * Jack: Hey, what's in the bag, fag?
 * Will: Oh. Muffins from James. Do you think it's weird that he got them by cutting in line and then lying about needing them for his dying mother?
 * Karen: No, not at all, honey. I mean, that's the same way we used to get bread and juice during the Great Depre...Eighties.

Cowboys and Iranians [8.17]

 * Will: [of a man who rejected Jack] The only reason you're in different leagues is because he's a creep. You're way above him. You're in a league of your own.
 * Jack: I love that movie. It took place in such as innocent time...when Madonna was still relevant and Rosie was still funny.

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 * 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.

Buy, Buy Baby [8.18]

 * [Jack's new co-host is a right-wing extremist]
 * Will: Jamie, what the hell was that? Who exactly bought OutTV?
 * Jamie: Nimbus Television Networks, which is owned by DigiGlobal Worldwide, which is a division of the Department of Homeland Security...which I believe is owned by Nabisco.
 * Will: Cookies and the Bush administration, The gay community's two worst enemies have joined forced to bring us down.

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 * Karen: I love Filipinos; they're Asian, but they're not cocky about it.

Blanket Apology [8.19]

 * George Truman: There's my son! [He and Will embrace] Look at you! Are there any clothes you can't wear?
 * Will: Well...Mom's clothes. We talked about that when I was 10, remember?

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 * Jack: Karen! You're bending my ethnic porn!

The Mourning Son [8.20]

 * Tina: You're sweet to talk to me. When someone dies, no one ever asks how the mistress is doing.
 * Karen: Yeah, tell me about it. Not one person came up to me at Reagan's funeral!

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 * [Vince is giving Jack advice on how to play a cop]
 * Vince: No, Jack, you would just tell the person "put your hands in the air". You wouldn't say "and wave 'em like you just don't care".
 * Jack: Okay. I'm learning so much! Now, does "assume the position" mean what I hope it does?

Partners 'n' Crime [8.21]

 * Grace: Thanks for interrupting my sex dream just as Ang Lee and I were getting out of the pool.
 * Will: A sex dream about Ang Lee? What was that like?
 * Grace: Slow-paced, but visually stunning.

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 * Grace: Will, you're not the President. Get out of my uterus!

Whatever Happened to to Baby Gin? [8.22]

 * Jack: Wow, this baby name book is really great. Ooh, here's a pretty one: Clitorissa.
 * Will: That's Clarissa!
 * Jack: Oh, well, that's just gross.

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 * Gin: You were always popular and outgoing, and boys liked you more than they liked me.
 * 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.

The Finale Part 1 [8.23]

 * Grace: Have another drink.
 * Will: Have another donut.
 * Grace: Fag!
 * Will: Hag!
 * Grace: Screw you.
 * Will: You wish.
 * Grace: You couldn't!
 * Will: Not because I'm gay. Because you're hideous!

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 * [Karen and Jack are talking to each other on the phone.]
 * Karen: Hey, Jackie.
 * Jack: Hey, Kare. What's the story, drunken whorey?
 * Karen: Well, we need to do something to get Will and Grace back together. Honey, it's been almost two years.
 * Jack: Well, why does it always fall on us to help those two?
 * Karen: I know, poodle. Ya know, sometimes it seems like our sole purpose in life is just to serve Will and Grace.
 * Jack: Right! It's like all people see when they look at us are the supporting players on the Will and Grace Show!
 * Karen: Though, to be fair, we couldn't have our own show. We're good for poops and giggles, but it'd get silly after awhile. Not enough heart.

The Finale Part 2 [8.24]

 * [Beverly Leslie has offered Jack money in return for sex, which would solve Karen's money problems]
 * Karen: Now you listen to me, you sissyfied little hippety-hop! I've got nothing, and 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. [pause] 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!

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 * [Final lines of the series]
 * Will: I was gonna propose a toast. To family. Family that loves you, and accepts you just the way you are.
 * Jack: Bo-ring!
 * Karen: Too real!
 * Will: You know, it's funny &mdash; we haven't changed a bit.
 * Grace: It's kinda nice, isn't it?