Will & Grace

Jack:
Heard that. I am metaphorically curled up in the fetal position and you continue to kick me about the ear, nose, and throat?

Karen:
Oh Minnie Driver, who ever told you, you could pull off a leather jumpsuit?

Will:
Grace, go to bed. You obviously have had a very busy day of crazy.

[Jack is angry with Karen]

Karen:
Hi, poodle.

Jack:
Mm. How are you? [to Grace] Hi, Grace. Who's your daddy?

Grace:
[confused] His name is Martin Adler.

Karen:
[looking into a mirror] Hello Starshine.

Karen:
[to Grace] Oh Lord, honey, you are just as simple as that blouse you're wearin'.

Jack:
Biggly, biggly, biggly, biggly, biggly, biggly, bog.

Mipanko:
I win.

Jack:
Damn. Every time.

Grace:
What are you doing?

Jack:
Playing Biggly Bog.

Grace:
Biggly what?

Jack:
Bog. It's like Taggly Dip, but with dice.

Grace:
Will, my love for you is like this scar, (points at elbow) ugly, but permanent.

Karen:
Good Lord. I can't believe I'm at a public pool. Why doesn't somebody just pee directly on me?

Cheryl:
Mrs. Walker? Cheryl Bricker-Fossberg, Taylor and Hayden's mom.

Karen:
I have no idea what you just said.

[while watching basketball on TV]

Grace:
Have you seen Matt yet?

Will:
Yeah, he's right there, right on the sidelines. Just four clicks left of Spike Lee. Just right beside that little girl and her grandpa.

Jack:
Uh, that's Catherine Zeta-Jones and Michael Douglas.

Will:
No, no. I don't want to have sex with you.

Jack:
Oh, Will that wasn't sex. Okay, how do I explain this? Okay, when a man and a man love each other very much...

Will:
No, no... Psychic Sue said I was going to spend the rest of my life with a guy named Jack.

Jack:
Jack who?

Will:
Jack you.

Jack:
Jack me?

Will:
No thanks.

Jack:
I WOULD DIE, I WOULD JUST DIE!

[Ellen asked Grace to baby-sit her kids but is now upset because she assumed Will would be there as well and he is out of town and she no longer wants Grace to do it]

Ellen:
You know what I just realized? Rob's sister can probably do it. She lives closer to us anyway.

Grace:
Judy? The one who has to turn the lights on 14 times or the oceans will dry up?

Karen:
Ellen, why would you leave your kids with someone who has such an important job?

[Will and Jack have bought a place in the country and are now trying to escape their crazy neighbours]

Will:
Come on, Jack, let's try the back door.

Jack:
Will Truman! Coming on to me at a time like this!

[Grace and Jack have been seeing Vince at a grocery store with another man, Dennis, and think he's cheating on Will; they don't know that he was fired and now works there, and that Dennis is his boss]

Jack:
[to Vince] We know what's goin' on.

Grace:
Yeah, we know your filthy secret.

Dennis:
Vince, I want your ass in aisle five. [Grace gasps] And bring the mop. [Jack gasps]

Jack:
Oh, my God. What kind of a place is this? And why do I shop anywhere else?

[Karen is offended because Grace said that she, Karen, could not be trusted as a babysitter]

Grace:
Look, Karen, I'm sorry, but taking care of children is a huge responsibility. It's more "Tickle Me, Elmo" and less... "Let's fill Elmo up with drugs and smuggle him across the border."

Karen:
Where the hell have you been?

Rosario:
Riding a llama in Neverland. Where do you think? I was cleaning.

[Karen is waiting up for Rosario, who has been out cleaning another man's apartment]

Karen:
Well, well, well. El Pollo has come home to roost. How's Beverly?

Rosario:
Miss Karen, I was just...

Karen:
Oh, don't insult me with your lies. I know where you were. Scrubbing floors for Beverly Leslie. I can smell his generic cleaning products all over you.

Rosario:
It's not what you think.

Karen:
Oh, really? Is that a new Members Only jacket you're wearing?

Rosario:
So what if it is? A lady likes nice things.

[Karen has just messed up Beverly's pool shot]

Beverly Leslie:
I would have made that shot.

Karen:
Aww, tell it to the Marines, if you already haven't.

Liz:
So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered... and I couldn't really afford it on my own. So what's your story?

Karen:
Since my marriage ended I've been living at The Palace and even though I've made a lot of swell friends... it's lonely. [Karen tries to pour a soda into a glass without opening it] I want a real home, with real people. I mean you're real, right?

Liz:
[Liz opens the soda... Karen looks in awe as she pours the soda] Super real. So, okay, true or false? I'm easy to live with.

Karen:
Um, true!

Liz:
False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.

Karen:
You're in music?

Liz:
I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on TV. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"... "the 90's".

Karen:
Well I can see why you'd want to keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.

Liz:
You should know that I like things done a certain way, just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.

Karen:
Um, Liz, I know we haven't known each other very long, but I think, that you might be, just about the most interesting person I've ever met... I could learn tons from you.

Liz:
Okay, okay, true or false... I think you're great?

Karen:
Um, false.

Liz:
True!

Karen:
Oh this game is so hard!

Karen:
Wow that may have been the greatest day of my life. I love errands. They're like mini-adventures for undesirables.

Liz:
Okay so your half of the bill is $30.45 and don't try rounding down like my last roommate cuz that is just f-ed up.

Karen:
Well you don't have to worry about me Liz, I intend to pull my own weight around here.

Liz:
Now did you take a look at the chore wheel? Cuz you're in charge of emptying the ant traps and organizing the CD tower.

Karen:
Wow, how did I go my whole life without ever learning any of those words.

Liz:
Karen you shouldn't of bought this cheesecake I'm like totally eating healthy this week. Ugh! Cut to me eating this whole cheesecake.

Karen:
Oh Liz, I love when you do "cut to me".

Liz:
Everybody does.

Karen:
[pulling out a jug of wine] Oh Lizzy, I rented us a video

Liz:
You are gonna get me into so much trouble.

Karen:
If you're lucky!

Liz:
You're crazy!

Karen:
Like a fox!

Liz:
I doubt it!

Karen:
You wish!

Liz:
Don't I ever!

Karen:
You and what army? [Karen has a huge laugh] Oh Lizzy.

Grace:
Pam, did you fax over the drawings to the cabinaker yet?

Pam:
Right after my smoke break.

Grace:
I already told you, there is no smoking here.

Pam:
It is part of my religion.

Karen:
Smoking in the office... how inappropriate! Hey does anyone mind if I take my boob out for a second?

Grace:
It's one thing at dinner Karen but work is where I draw the line.

Karen:
Honey, I'm too tired to slap you. Bash your face up against my palm.

Jack:
[rolls eyes and does so]

Karen:
Well, if it makes you feel any better, I'm devastated, too.

Jack:
Mmm, it does, thanks.

Cheryl:
I think you are awful.

Karen:
Oh yeah? Well I think stretch pants are awful, but I am too much of a lady to say it, FAT ASS. [to Jack] Could you believe that? [scoffs] Some people, so tactless.

Jack:
Now you're talkin' Jackanese.

Sissy:
Damn it, why does everyone out grow me?

Karen:
Oh honey, I would, but... I don't want to.

Bobbi Adler:
Now Grace, I don't want you to freak out, but the biggest day of your life is ruined.

Grace:
What?

Bobbi Adler:
Your father's back went out.

Grace:
Well how is he going to walk me down the aisle?

Bobbi Adler:
Oh don't worry, we'll just put a pastrami sandwich under the Chuppah and he'll find his way there.

Karen:
[sympathetically] Oh, Grace...

Grace:
What?

Karen:
Nothing, I just thought it needed an "Oh, Grace".

Karen:
[to Gillian the intern] Hi, honey. Sit down!

Gillian:
What's going on, what's happening, what's this all about?

Karen:
I've got something tough to tell you. Uh, I'm fabulous, okay? I'm an incredible dresser, I've got buckets of money, I'm a hoot and a half, and I've got a killer rack. Do you get what I'm saying?

Gillian:
Not really.

Karen:
Honey, you're not me, and you never will be.

Gillian:
[pointing to her chest] Is it the rack?

Karen:
[laughing and shaking her head] "It's a big part of it. Now, you're never going to be me, but, you got a good chance to be Grace, and that's nothing to sneeze at, honey, you shouldn't throw it away so quickly."

Gillian:
But Grace, she's just not us.

Karen:
Bup-bupbupbupbupbup, watch your mouth, or I'll wash it out with cheap vodka. That's my little girl you're talking about. Now, Grace is a damn good role model. She's bright, she's successful, she's the worst dresser in the whole wide world, she's talented and I look up to her. Honey, why else would I be here?

Gillian:
You told me it's because you hate being home with Stan and the kids.

Karen:
[laughing and shaking her head] It's a big part of it.

Gillian:
Hey, can I still use the word "honey"?

Karen:
What? Ohhhhhhhh no.

Grace:
[right after Will came out] That's not a compliment! A compliment is "You're sexy. You turn me on"! not Not "One look at you and I know I'm queer"!

Grace:
[to Ellen after Will tells her he's gay] How could I not have known? He was Boy George for Halloween, he has a diffuser on his hairdryer, and he's prettier than me.

Grace:
Where's Daddy?

Bobbi Adler:
Oh, he's in Conneticut. Grandma Rose threatened to die.

Karen:
By your inflection I can tell that you think what you're saying is funny, but... No.

Karen:
[storming angrily out of the Principal's Office] You dragged me down to this God-forsaken place to tell me my kids made the Honor Roll? Honey, my time is precious, call me when one of them gives birth at the prom!

Jack:
[mimicking phone call] Hello, "Day-Old News?" Yeah, I'd like to cancel Will Truman's subscription. Yeah. he's going to be giving his business to "Behind the Times." OK. OK, OK. OK. I love you, too. Bye-bye.

Jack:
[mimicing phone call] Hello? What's that? I'm bored? Thanks for calling.

Will:
Got a hot date?

Jack:
No, but the guy who's dating me does.

Jack:
Chow mein.

Jack:
I cost a little more but I'm worth it.

Jack:
I think I'm gonna have to put you on hold for just a second [mimics throwing up] okay, babe, what we're you saying?

Will:
[in commercial voice] How do you stop unwanted homosexuals from invading YOUR office?

Karen:
It's a victimless crime, like tax evasion or public indecency.

Karen:
Oh, coulda shoulda Prada!

Karen:
Hey Hey Hey Hey, This is a place of business! We are trying to get some work done in here and we don't need you just barging... wait, I'm saying it and I don't even buy it!

Jack:
Haley Joel Osment, you look fantastic!

Will:
Okay, final tally is: Me - DE DEEDLE DE DE DE! You - WAH WAH WAAAAAAH!

Karen:
It's not something you can just run away from like a hotel bill or a crying baby.

Jack:
Are you done? Wait a minute let me rephrase that. You're done!

Jack:
[gasps] That was you taking my breath away!

Karen:
I'd give you a credit card, but I used my AmEx to hit a face I didn't like.

Jack:
Woah Woah Woah Shift It Back!

Jack:
Will Truman, don't think that we didn't see you and your big forehead sneaking out of that party last night!

Karen:
You say potato, I say vodka.

[Leo has invited Grace to go with him on his Doctors without Borders trip]

Leo:
Grace, it's what I do. And you're who I do. I just want to be able to do who I do while I do what I do.

Karen:
[Karen and Nathan meet in the elavator for the first time] Going down?

Nathan:
You get right to the point.

Karen:
[Karen thinks for a minute] I like you.

Karen:
Driver, turn up the heat, there's a nip in the air back here. [looks at breasts] Oh, make that two!

[Lyle walks in]

Lyle Finster:
There she is, the woman who set my heart on fire. [Karen rolls her eyes] Which is a nice change, since the women I'm usually with cause a burning feeling in an altogether different area.

Karen:
Get lost, David Cop-a-feel. Just because we once made out like drunk straight girls at a frat party, doesn't mean you're wanted here.

Grace:
[to Lyle] Hi. Welcome to my office. And we usually reserve this kind of talk for casual sex Friday.

Lyle Finster:
Oh, I'm so sorry. I didn't see you there. Lyle Finster.

Grace:
Finster? Oh my God. You're Lorraine's father. You tricked Karen into kissing you.

Karen:
That's right. And it ain't never gonna happen again. No, sir. Not on my watch.

Lyle Finster:
I understand. But I only came here to return the kiss that you left on my lips.

Karen:
What? Give it back!

[Karen jumps on Lyle and they start making out and growling]

Grace:
If you'll excuse me, I'm just gonna go in the back and gouge out my eyes and puncture my eardrums.

Karen:
Oh, no, honey, stay. I was just taking back my - [realizes] Hey!

Lyle Finster:
Karen, I'm lost without you. I've tried to fill the void with secretaries and whores, but at the end of the hour, it's you I wish I was paying.

Grace:
Really, I'm uncomfortable.

Karen:
It's never gonna happen between us, Lyle. So beat it.

Lyle Finster:
Very well. But I'll never forget you. Every mouth that I kiss will be your mouth. Every bottom that I slap will be your bottom. Every nipple that I tweak...

Grace:
Please, one of us has to go!

Karen:
Get out.

Lyle Finster:
Very well. But know this: Every vagina...

Grace:
GET OUT!

Jack:
[to Karen] You will never be a fish! Isn't it enough that you *drink* like one?

Jack:
You're caring and loving...

Will:
You're just saying that to make me feel better.

Jack:
No I'm not. I mean, what would I get out of that?

Jack:
So we need to get them back together, but how? Pretend to think, pretend to think.

Karen:
Pretend to care, pretend to care.

Jack:
Oh, I've got it. What we need is a plan. Some way to get them in the same room together.

Karen:
Oh honey, that's genius, write that down. Oh, wait, not on that, that's for Will and Grace, that's an invitation to Joe and Larry's kid's birthday party.

Jack:
Oh yeah, I got one of these too. Anyway, enough about that. We have to figure out a way to get them in the same room so they can work it out. But how? Ow, I just got a paper cut on this party invitation for Will and Grace.

Karen:
Focus. We're trying to get them in the same room together. Forget about this party they're both invited to. Now, what do they both like?

Jack:
Well, Will likes to be taller than everyone, and Grace likes to eat cake.

Karen:
Where can we take them where there'll be small people eating cake? [takes a sip of wine] Oh, shoot, I just spilled on this invitation to a child's birthday party. [pauses] Hey, are you thinking what I'm thinking?

Jack:
I don't know, are you thinking what it would be like to have Spiderman spray his web on you?

Karen:
Okay that's just freaky.

Grace:
Tonight I'm gonna be better. I know it. Look, I've been playing with myself and I feel much more confident.

Will:
Funny, it just makes me feel sleepy.

Ben Doucette:
You have till Friday, Will.

Will:
Friday... Like in Friday?

Ben Doucette:
No, Friday like in Thursday, but I'll give you till Friday.

Will:
That sounds fun. What time is it on?

Jack:
Uh, not really looking for any Johnny-come-latelys.

Will:
Oh, please, please, please, can't I be a flouncing geek, too?

Will:
No one can stand playing with you. You're bad, you get taco sauce all over the cards, and at this point you're down so much, you're paying people in turquoise jewelry. And except for Larry, none of us want it.

Will:
Ben Doucette, Karen Walker.

Ben Doucette:
I know Mrs. Walker.

Karen:
Oh, yeah... I remember you. Stan and I met you at the Whitney opening. You were the bartender. Yeah.

Ben Doucette:
No, you just gave me your drink order.

Karen:
Yeah... and I'm still waiting for it.

Will:
That's why I should never meet a legend. It's always disappointing, like the time I met Big Bird at the Ice Capades. Not so big.

Karen:
Honey, when I agreed to drive you to the set, you didn't say it was on Staten Island. How the hell am I ever gonna get the stench of landfill and working class families out of tropical lightweight wool?

Will:
Well, good for you, Jack. What's the video about?

Jack:
It's a hard hitting look at sexual harassment in the workplace.

Will:
Ha ha ha. Ha ha ha. I'm sorry, Jack. Sexual harassment? Starring the guy that asked his coworker at Starbucks if he had 2 nipples for a dime?

Grace:
Look, my choices were flawless, and if your client can't see that, then he is guilty of extremely bad taste, and isn't that the real crime here today?

Will:
Gracie, there is no...

Grace:
Objection. The familiar cutening of my name implies we like each other.

Grace:
The only reason you were offered a job, is so that he can slither out of the lawsuit.

Will:
Of course. That ruthless bastard offered me a 5-year contract, paid vacation, a huge signing bonus, all to make a dispute over slipcovers go away. How could I have been so blind.

Grace:
Why do your people always go to sarcasm first?

Karen:
I know what this is. This is the work of our limp wrested lawyer, WILL TRUMAN.

Jack:
Welcome to Cynical Island, population: you.

[after hearing from a psychic they will spend the rest of their lives together Will and Jack are setting ground rules]

Will:
Sex is out of the question. I don't even like seeing your head poke through your sweater.

[Jack has been annoying Will]

Jack:
Ooh. Barracuda. What crawled up your culottes?

Will:
Nothing crawled up my culottes. It's just that you're two inches from my head, polluting my brain with your inane ramblings and buzzing through those chips like some queer gopher.

Cher:
Ya know dude, it is a little weird that you are talking to my doll.

Jack:
Um I don't think that I need a drag queen to define normal behavior. But I will say this, the look, is flawless.

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]

Karen:
It's the oldest story in the book. Boy meets girl. Boy wants girl to do dominatrix film. Girls says, "Naked?" Boy says, "Yeah." Girl says, "No way." Boy says, "Okay how about you just wear this rubber dress and beat this old guy with a scrub brush?" Girl says, "How hard?"

Grace:
[sobbing] I feel like I'm in the Twilight Zone. And all the people are pigs. And I'm the pretty one, but everyone thinks I'm ugly because they're all pigs and they think pigs are pretty.

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

Bill:
Jack. You're hitting on me.

Jack:
I'm shocked. And appalled. But are you interested?

Jack:
I fooled around with Josh.

Grace:
What?

Jack:
Remember when I told you that there was something about Josh that I couldn't put my finger on? Well, I put my finger in it.

Will:
There was a saying on the island. Mana Na Kalaka. Kana Makalui.

Grace:
What does that mean?

Will:
I don't know. I just can't believe you ended up with another gay guy.

Jack:
He's a smarty pants, Will... he uses big words like 'particularly' and 'delicatessen.'

Grace:
What you're feeling are pangs of guilt.

Karen:
What?

Grace:
Guilt. Oh, boy. Ok. How am I gonna explain this one? Uh... guilt is an emotion that - Ok. Jumping ahead. An emotion is something that...

Karen:
Hey, hey, hey. Come on. I know what guilt is. It's one of those touchy-feely words that people throw around that don't really mean anything... You know, like "maternal" or "addiction."

Karen:
Oh kids ruin everything. I mean look at the stitching on this. You cannot trust a ten year old to do a good hidden button.

Karen:
You know, may there is an alligator running around with me as a handbag... I mean who knows what they do with my old skin...

Karen:
Grace Alden. I'm ashamed...

Grace:
Adler. My last name is Adler.

Karen:
Oh... That's pretty.

[watching slides in her bedroom, depressed]

Grace:
This was my puppy, BoBo. He got run over by a truck. Lucky bastard.

[Describing his ideal man]

Jack:
I don't care if he's rich or poor, fat or thin, as long as he's rich and thin.

[a man rushes in to meet Karen]

Man:
Miss Walker, I came as soon as you called.

Karen:
Well that's really none of my business, but thanks for sharing.

Will:
Jack, just pour the milk. It's cereal, not dynamite.

Grace:
On Christmas Eve, grandma lost both her legs to diabetes.

Jack:
And then on Christmas Day, she lost both her feet.

Karen:
I'm still waiting on that drink.

Ben Doucette:
Something tells me you haven't been waiting.

Will:
Grace, if you want to lose weight, try my diet. Whenever I want to eat I have a friend come over and steal my food.

Jack, Grace:
He's talking about you.

Rosario:
[to Karen] Why don't I just squeeze you like a sponge. There's probably enough alcohol in you to fill a hot-tub.

Will:
Grace, you are in no way to blame for your sisters metabolism. Or her epic ass.

Will:
So, what do you think about my therapist?

Grace:
I like him. I like him like I like the Statue of Liberty. I know he's there but I don't need to see him all the time.

Will:
Interesting analogy.

Will:
You want to go out tonight? We could grab an Italian. And then go for dinner afterwards. [laughs]

Karen:
Well, well, well. Look what the cat cleaned up, showered, exfoliated, powdered, lipsticked, Gucci'd and dragged in.

Jack:
Guess what I just got off of eBay?

Grace:
I don't know what you got, but I know a scooter that just won a homosexual.

Jack:
As you know, this weekend, my new show opens at the Duplex, and this year, I'm giving my fans something I know they're dying for.

Grace:
Their money back?

Fannie:
Chest! Chest! You're not givin' it to me!

Grace:
I don't have it to give!

Will:
You know, the female reproductive system is so amazing. It's a miracle, really. So complex. So beautiful.Yow! What is that thing? God! It looks like the bad guy in a science fiction movie.

Grace:
Oh, please. Like your stuff looks like a box full of kittens? It don't.

Jack:
Number of films with full frontal nudity... four! Number of films with full sidal nudity... three! Number of films with rear frontal nudity... priceless!

Jack:
You're so generous. I swear, if you weren't Jewish, you'd definitely go to heaven.

Grace:
Thanks, Jack. And if you weren't gay, you'd go there too.

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

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

Will:
If I was going to have sex with a woman it'd be Hillary Swank... or Tobey Maguire.

Will:
"Pansexual"? Isn't that a rest stop on the road to "homo"?

Will:
Jack, we're going to slap such a lawsuit on her she won't know what hit her... or I could just pants you in public. I'm gonnna go with that.

[Karen answers Jack's phone; it's Elliot and he wants to talk to Jack]

Jack:
No, no, he's gonna - he's gonna try to get me to another one of his basketball games. It's just not my thing. Make up an excuse.

Karen:
All right. [into the phone] Um, Elliot... Yeah, I've got some bad news. Jack and I were figure-skating and he plunged through the ice. Haven't heard from him since. Could I take a message? Okay. You're trying out for the cheerleading squad?

Jack:
[runs over and grabs the phone] Brr, I'm back!

Jack:
I don't know how much longer I can live with Will. I mean, every time I get in the shower with him he's like, Jack, get the hell out.

Karen:
I know honey, Grace is driving me nuts too. She can't concentrate on work anymore, she just sits around all day, doodling pictures of people's houses, on these enormous sketch pads. And then, she's on the phone all the time ordering furniture. Honey, where's she going to put all that, huh? In those "houses" she's drawing?

[after seeing Karen's mother]

Rosario:
Santa Maria, it has a mother.

Will:
I have got, pants down, the best birthday present ever.

Karen:
Anyone homo?

Jack:
I am. I am.

Grace:
Face it Karen, your a racist.

Karen:
How dare you call me a racist... Karen Walker is no racist... A homophobe... Maybe... But I am no racist [walks to the door and then turns back] And you can ask anyone I own!

[Jack has just seen Karen's enormous closet for the first time]

Jack:
My God. If my closet were like this I never would have come out of it.

Jack:
You shouldn't be dancing with him. He's not your stalker, your stalker is still at large.

Kevin Bacon:
But you fingered this guy.

Jack:
I did not. We were just holding hands. Your stalker has been throwing pebbles at your window for the past 15 minutes or maybe you didn't hear me because the music was so loud.

Kevin Bacon:
You... you're my stalker.

Jack:
I prefer the term 'Professional Crazed Fan'. A job that's a hell of a lot more satisfying than sewing Prada labels in your Old Navy shirts. Go get yourself a new assistant. If you need me, I'll be in your hamper.

Jack:
We'll rent a movie. You're into gay porn, right?

Grace:
Who isn't?

Karen:
Where the hell are my slippers?

Rosario:
Have you looked up your ass, you drunken fool?

[Will and Jack walk in on Grace and Karen]

Jack:
Hey ladies.

[to Will and Jack]

Karen:
Hey ladies.

Jack:
This makes me feel like a man.

Will:
Yeah.

Jack:
No, seriously, I'm going to need a man after we're done.

Karen:
[on hiring Jack to play a straight man in a commercial] No one in the world would believe you're straight. You're as gay as a clutchpurse on Tony night. You fell outta the gay tree, hitting every gay branch on the way down. And ya landed on a gay guy... and ya did 'em. No, no, honey, your gayness can be seen from space.

Will:
Oh, I can't believe this. This is only the most important thing we've done together and you flake out on me. I don't know why that's surprising, you're a flake.

Grace:
All I asked for was one month, one month to see where this is going.

Will:
Oh let me tell you where this is going. You'll end up hating him in three weeks because, I don't know, he has a weird chest hair pattern, or he doesn't like watching E... Or he'll end up hating you because you're too needy. Then you'll fall apart, I'll pick you up, and then magically, you'll be ready to have a baby.

Jack:
You sure you don't want to go to Joe and Larry's kid's party? You'll tower over people.

Will:
I do like to feel tall.

Karen:
Honey, you're being so spiteful and vindictive.

Grace:
Compliments? This early in the day?

Karen:
Oh honey, you're always the life of the party. Oh, speaking of parties, would you like me to "RSTD" to Moe and Mary's?

Grace:
Uh, I don't know Karen, I'm really not in the party mood.

Karen:
There'll be a nice cake.

Grace:
I do like a nice cake.

Grace:
We're all here for you, right Karen?

Karen:
Why wasn't I your girlfriend, queerbait?

Jack:
What?

Karen:
You told your mother that Grace was your girlfriend, how could you?

Jack:
But I didn't even know you when I made up that lie.

Karen:
Oh yeah, but when you did, you should have broken up with her, and hooked up with me.

Jack:
You're married, I'm gay.

Karen:
Not in the lie.

Jack:
1. Five hundred thousand dollars all in fifties. 2 A Shetland pony died pony blue to match my eyes. 3 Powder Blue Eyes.

[Jack and Karen have just had a big fight over the Rosario/Jack divorce case. Jack flounces out of the room but just before... ]

Jack:
By the way your b*obs look great today

Karen:
[Quickly but cheerfully shows some of her top and cleavage] Thanks it's a one of a kind Jean Pierre just had it shipped in from Paris today. [Pissed off] NOW GET THE HELL OUTTA HERE.

Karen:
Poor Jack. How could anyone tease a boy with such lovely eyes. Sweet smile. [Beat] HAH. JACK MC FAIRYLAND. [whiny kid voice] Fairy land fairy land Give me your lunch money fairyland or I'll kick your ass.

[Karen stops heads over to her chair and sits down]

Karen:
Kids can be so cruel...

Grace:
I don't like the view.

Will:
You just don't like Ben.

Grace:
That's right the view of Ben.

Will:
The last thing I need in my life right now is somebody else's drama

[Grace opens door to reveal Jack]

Jack:
My wife is cheating on me, my life is ruined, Will help me!

Grace:
Enter the drama queen, exit the neighbor.

[Grace exits]

Jack:
Can you believe this? She wants to divorce me and marry Gardener! I'm out on the street!

Will:
That's shocking. Is there any way you can tell me about this without screeching like a howler monkey?

Jack:
[extremely high pitched] You know what, I don't need you! I have plenty of friends who would be more than happy to help me through this! Goodbye!

[Long pause, neither moves]

Will:
You don't even pretend to leave anymore, do you?

Karen:
Look at that.

Will:
Karen that's your thigh.

Karen:
I know. Pretty good isn't it.

Jack:
We need a good designer.

Karen:
Do you know any?

Jack:
Why isn't she speaking?

Karen:
Because she's hypnotized by her own dress.

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

Karen:
Honey that is so sweet... no.

Karen:
Well don't let it get to your head, your hair is already such a disaster that the Red Cross wouldn't give it coffee.

Karen:
I'm not going to Queens, there are people living in cabs down there.

[Watching the first gay kiss on network TV]

Jack:
This is bigger than the moon landing.

Will:
One giant leap for man-on-man kind.

Karen:
We should spend some time together.

Rosario:
I don't drink.

Jack:
My ride is here. It looks like a huff. I think I'll leave in it.

Karen:
Grace, my head is spinning. and not in a good way.

Grace:
OK,let my try an experiment I did in college.

[Karen sighs then grabs Grace's face as if she is going to kiss her]

Karen:
All right one kiss and back to work.

Grace:
Not that kind of experiment.

Gillian:
[talking about Karen] She sends me to the coolest places, right? I mean, like yesterday. She sent me to Tiffany's and Barney's. She even sent me to the dog groomer to get the gray out of her poodle. Well... they couldn't because, well, it's a gray poodle.

Grace:
I'm sorry. She shouldn't have you running errands.

Gillian:
No, no. It was great. I mean, the moment I mentioned her name at Barney's, people just started kissing my ass. I got a glass of champagne, a personal shopper, and a Percocet. It was awesome.

Grace:
Well, you should see what happens when you mention my name at The Rug Barn. You get a glass of cold mint tea and a rough kiss from a guy named Misha.

Grace:
When we broke up it was for totally different reasons. I wanted to raise the kids Jewish, you wanted to sleep with men.

[Will is walking Grace down the aisle]

Will:
This may be the wrong time to tell you this, but I'm straight.

Grace:
Don't make me laugh, I'm being photographed.

[talking to Jack]

Rosario:
Hold on Francis Ford Fagola.

[to Leo]

Karen:
Well, look who penetrated the inner-circle. And then he stuck around and married her.

Grace:
I don't need to have two gay guys laughing at me. I get enough of that at home

Jack:
I don't know Truman it's kind of a turn off. Howabout mary fatjeans?

Jack:
One day I hope to have a hag of my very own.

Karen:
Why did I agree to cook for Stan? I must have been sober. That won't happen again.

Karen:
Husbands come and go but the Chanel slingbacks are for life.

Karen:
Jack I've spent years and my husbands millions learning about fashion. What are your qualifications?

Jack:
I'm gay.

Karen:
Oh honey what would I do without you?

Ben Doucette:
Yes you will.

Will:
No I won't.

Ben Doucette:
Yes you will.

Will:
No I won't.

Ben Doucette:
You know, it's a little ironic. Thirty years of legal experience between us, and this is how we argue. And yes you will.

Karen:
Well honey, look on the bright side.

Grace:
What bright side?

Karen:
Jeez Honey it's just an expression.

Karen:
Looks like your new sweetie's turned his back on homosexuals. And not in a good way.

Karen:
It's a cult, like the Moonies, or the homeless.

Jack:
Wow, Will, you did a great job planning this wedding. [bowing] I take my pants off to you.

Will:
What, is the whole city gay?

Jack:
Not yet, but if all goes according to plan, come tomorrow morning... muhahaha.

[Playing poker]

Will:
Don't you know that a Queen always beats a Straight?

Karen:
I know. Let's take pictures of us eating all this food and then show it to some homeless person.

Jack:
Karen. You are such a female Jesus.

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

Jack:
Mary Kate and Ashley, it's beautiful.

Will:
Jack, I'm asking you to be my kid's godfather. Or rather, his fairy godfather.

Jack:
I've always wanted to perform... on the Broadway stage. The wigs, the makeup, the costumes... and then I'd walk to the theater.

Will:
I don't hate Andy, I like Andy.

Grace:
Well, Humphrey Bogart liked Ingrid Bergman but he gave her up for the good of the Resistance.

Will:
Have you been swinging from powerlines?

Ben Doucette:
Let's talk wine. Karen, you have any preference?

Karen:
Honey, I'd suck the alcohol out of a deodorant stick, so you're asking the wrong gal.

Will:
I just spent an hour with Nathan at the Tight End.

Grace:
Oh God, if you're gonna tell me he's gay I'm gonna have a freakin' heart attack.

Alex:
[on the phone] Come on Will, tell the truth, you're actually a married man with wife and kids with no intention to ever see me again.

Will:
Nothing could be more far away from the truth.

Grace:
[entering and yelling] Good Morning sweety. Oh my God, is that bacon? I love you, I love you, I love you.

Karen:
Grace that blouse hurts like a hangover.

[Val is making obscene positions in the elevator]

Will:
Val? What are you doing?

Val:
Oh, nothing, just a liitle something to the security camera. A liitle gift for the boys in the basement.

Jack:
Shut up, I do the same thing.

Will:
I hate to disappoint you both, bu that's not a security camera, that's a smoke detector.

Grace:
Fine, I don't need to go out with you guys. I have a kick ass night planned.

Will:
OK, ant traps are under the sink.

Grace:
Thanks.

[Grace is asking Will to help her choose a dress]

Grace:
This one's slitty... this one's slutty... this one's titty... this one's butty.

[Will is coming out to his boyfriend's boss, who had thought they were brothers. Earlier, Will and Stan changed Stan's will without telling Karen and made it so 1/3 of his money would go to charity]

Will:
But make no mistake about it, Harry. I am a gay man. I sleep with men. I have no desire to sleep with women... Not now, not ever.

Karen:
[entering] You screwed me, Will Truman!

Will:
What?

Karen:
Oh, don't you play dumb with me. Oh, you stuck it to me but good.

Will:
Karen...

Karen:
And he is just so comfortable giving it away, aren't ya? Wow. Single mothers. Homeless women. Sally Struthers? You make me sick! I got news for you people, I'm gonna get him in a room, and I am gonna work that little will until I'm satisfied.

[Will goes to see a psychic]

Psychic Sue:
I see a man in your life. You're going to spend the rest of your life with this man.

Will:
Ok, ok, tell me more.

Psychic Sue:
His name starts with a "J". Like Jake... no Jack.

[Will looks sick]

Psychic Sue:
Do you know anyone named Jack?

Will:
[looks ready to cry] No...

[Will is wearing an Abercrombie like shirt]

Karen:
Oh, Will, there was someone in the elevator asking for you. Oh, yes, it was your youth it wants its shirt back.

Jack:
Wow, Elliot has two gay parents. That's like... every kid's dream.

[Jack is meditating to prepare to tell his mom he's gay]

Jack:
And now I'm calm.

[Here's a knock on the door and learns it's his mother]

Jack:
Sarah Jessica Parker. Hide me.

[Jack doesn't believe that Eliot's mother is gay]

Jack:
No, it can't be... same something lesbionic.

Bonnie:
Home Depot.

Jack:
K.D. Lang you are a lesbian.

Grace:
No, he is not laughing at you. He is laughing with me, who is laughing at you.

[Jack lost Will's boyfriend's dog and Will and Jack are trying to figure out what to do when he knocks on the door]

Jack:
Maybe it's not Paul.

Paul:
Hi, it's Paul.

Jack:
Maybe it's a different Paul.

Paul:
Paul Bailey.

Jack:
Maybe he forgot about the dog.

Paul:
I'm here for the dog.

Jack:
Maybe he's over you.

Paul:
Oh, I've missed you.

Jack:
Well, my work here is done.

[after someone asks Will what his name is]

Will:
I'm Truman. Will Truman. And I really didn't mean to say that in a Bond. James Bond kind of way.

Karen:
You know what else is sad? Poor people who have dreams. [pause] Well that's not sad as much as it is extremely funny.

[Karen is meeting Stan in prison]

Karen:
I can't have sex with Stan with the lights on. How am I supposed to have a conjugal if I have to watch the con jiggle?

Will:
When you saw Kevin Spacey you tried to get back those nine bucks you paid for "K-Pax". I believe your exact words were: "hey Spacey, pay it forward."

Karen:
She's getting too big for her boots.

Rosario:
Someone should punch her in the neck.

Karen:
Hey. that isn't very ladylike

Rosario:
With an open fist.

Karen:
That's my girl.

Jack:
He makes me want to be a bigger man.

Will:
You mean a BETTER man.

Jack:
That too.

Grace:
I ran into Leo. But you can't tell Will I found out. I mean, *I* know, but he doesn't know I know. And now that you know I know, you can't let Will know that you know I know, you know?

Jack:
No... do you know?

Karen:
I think I know, but I'm sure I don't care.

Jack:
It's time to put the sex back in homosexual, Will.

[about newly gay man Barry]

Jack:
Will, you don't understand. We have to help the new gays. Nurture them, make them beautiful. We have to Gay It Forward.

Will:
How long have you been sitting on that one?

Jack:
Since the movie came out.

[a year after his coming out, to Jack]

Will:
You've been like a sherpa through the Himalyas of... him-a-laying.

Karen:
I'm not good or real... I'm evil, and imaginary.

Val:
I pretended your jockstrap was an oxygen mask all day today.

Jack:
Okay, time to go, psycho.

Karen:
[entering Will and Grace's apartment, panicked] Help me. Hide me. She's after me.

Will:
Wh-what's the matter, does your stepdaughter want a hug?

Karen:
I thought, finally. A man who can make a woman feel like a girl. And who can make that girl feel like a slut. And who can make that slut feel like a woman.

Karen:
[to a lesbian at a hate crime prevetion fundraiser] Oh yeah, honey, we're all lesbians when the right man isn't around.

Karen:
OK, rule number one. Unless you're served in a frosted glass, never come within four feet of my lips.

Leo:
You're right, I am an adult...

Karen:
...er-er.

Karen:
Grace. It's Christmas, for goodness sake. Think about the baby Jesus... up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.

[Grace introduces Karen to her intern]

Grace:
Let me move you over here, in the unlikely event that she unhinges her jaw and swallows you whole.

Karen:
Nice outfit for a funeral. If that outfit were any shorter I could see your English muffin.

Lorraine Finster:
I wouldn't talk. If that dress were any lower I could see your Yankee doodles.

Will:
Stanley Walker was a great man.

Grace:
A nice man.

Jack:
A FAT man.

Will:
He was a decent man.

Grace:
A kind man.

Jack:
A surprisingly good dancer.

Rosario:
[to Karen] Up yours, Count Drunkula.

Rosario:
[to Jack and Karen] Oh look, it's "Dumb and Drunker".

Karen:
[to a waiter] Hey apron. who told you you could make eye contact?

Will:
Their last party was so wild. All I remember is making out with some guy in a hot tub.

Jack:
Me too.

[Long pause]

Will:
I really don't really remember that...

Jack:
Me neither.

Jack:
[to a guy who works in tv] TV? I love tv. "Buffy" is my life. So into Willow being a les, did you have anything to do with that?

Jack:
When I first saw you I could tell you were bearing the weight of the world on your shoulders and about 30 on your hips.

Jack:
Have you lost your mind as well as your looks? I ain't babysitting.

Jack:
[to Will, about Elliott] Would it have killed you to acknowledge that he exists, or were you too busy high-kickin' it with Nikki Kidman at the Moulin Rouge?

Jack:
Uma Thurman-Hawke, hide me.

Lorraine:
You're a fancy dresser. Are you English?

Will:
Oh no, I'm gay.

Lorraine:
Well, its the same thing.

Will:
If that weren't true, I'd find that offensive.

Nathan:
I'm Nathan, Grace's new boyfriend.

Jack:
That's strange. I'm not getting a gay vibe from you...

Cher:
Don't talk to me about rejection, okay? Look how many times I've gone down in flames. Remember, I LOST the Oscar for 'Moonstruck'.

Jack:
But you WON the Oscar for 'Moonstruck'.

Cher:
And don't you forget it.

[Cher sings]

Jack:
STOP IT. STOP IT. You're hawking your album during my dream?

Cher:
Well, someone's gotta pay for these costumes and dancing fairies.

Cher:
[to Jack during his dream] Follow your bliss jack...

Jack:
[grabs one of Cher's dancers] my bliss is this way.

[Two kids are making fun of another kid]

Jack:
Oh, my God, that mean bully act is so 1983 I could vomit.

Karen:
[to Will] Oh honey, I have a fake laugh with your name written all over it.

[Will invited Jack's mom to their Thanksgiving dinner]

Jack:
The woman is a monster, and you clearly did this to torture me.

Will:
I did not. That was just an unexpected bonus, really.

Barry:
I'm sorry I'm late. I didn't know what to wear for our second homosexual date.

Will:
Oh, traditionally, whatever's hanging on your homosexual chair in your homosexual bedroom.

Jack:
So, K, how's it going with the divorce? Do we know what we're getting yet?

Karen:
Well, we'll find out next week after the hearing, but I'm not worried. All we have to do is show that Stan cheated on me - which the filthy pig did - no hard feelings - may he rot in hell - I love him to pieces - the fat turd. And I get half of everything.

[Will and Jack are reading the newspaper]

Will:
Yes. Intel is up 2-and-a-half points.

Jack:
Yes. My gym just got trampolines.

Grace:
[on the phone] Yes. This is Grace Adler of Grace Adler Designs. I was in there yesterday. I told you I would be back today. And now you're telling me you're all out? Do you know how much business I've given you over the years? How much money I've spent? You idiots never make enough chili. [Slams down the phone]

Jack:
Sorry, no public displays of affection. They don't know I'm gay here.

Cam:
I guess that means you haven't spoken or moved.

Jack:
[to Grace] What I know is, a grown woman shouldn't wear pigtails.

Will:
Yeah, what's that about, Pipi?

Grace:
You know, I really didn't want to be invited to the 'b*tch brunch'.

Karen:
[to Will] Honey, I thought you were a lawyer. Why are you living in the projects?

[about Jack's father]

Jack:
He was the source of all my talent.

Will:
But Jack... you don't have any talent.

Mrs. Markus:
Don't worry, Grace, Marvin will fill you in on everything.

Grace:
Who's Marvin?

Leo:
I'm Marvin.

Grace:
Your name is Marvin?

Leo:
Yeah, but people have always called me 'Leo' because... my name is Marvin.

Grace:
OK, this has been driving me crazy, and I can't keep it in any longer. There's something I really need to tell you. I have been dating your shrink.

Will:
[in unison with Grace] Dating my shrink.

Grace:
How did you know?

Will:
Well, let's just say he's used my sessions to figure out a way to get into Graceland.

Jack:
[answering the phone] Yeah? [pause] Yeah? Oh, my God. I'm so excited. I can't wait to tell my friends. [hangs up and runs to the door] I'll see you guys later.

[Jack has his feet up on Grace's table]

Jack:
I'm too much of a giver. That's right. I give a little bit too much. Always putting other people's needs before mine. Well, no more. Before it used to be World, Jack. Now it's Jack, World.

Grace:
Hey, Jack-world, how about you move your Jack-feet before I kick your Jack-ass?

[Leo has to tell everyone to go home]

Dr. Leo Markus:
Okay, everyone... look, you're not gonna like what you're about to hear...

[Grace comes in, singing]

Will:
Well, to be fair, he DID say we weren't gonna like what we were about to hear.

Jack:
Who gets married on twenty-thou? My dress alone will cost fifteen.

Karen:
The only other person I've apologized to is my mother and that was court ordered.

[on top of a building just before Grace's wedding]

Grace:
We have been up here before, remember?

Will:
No, that building was across the street from that juice store.

Grace:
Paradise Juice. See right where that parking lot is.

Will:
They paved paradise and put up a parking lot.

[Will and Grace are dancing on the roof of a building just before her wedding]

Will:
Don't tell Leo that I had the first dance.

Grace:
Oh my god. Jack got turned on by a woman? Well, he couldn't be straight, so, what, now he's a lesbian?

Jack:
Jennifer Jason Leigh, these people are freaks.

[Val has stolen Grace's music box, which plays "Hava Nagila", and claimed it is hers]

Will:
How long have you had it?

Val:
Oh, for, like, forever.

Will:
Oh, what's it play?

Val:
This old Irish song that I love.

Will:
Sweet. Can I hear it?

Val:
Sure. [opens the music box, singing along] Gosh and begorra, gosh and begorra, gosh and begorra, my Irish eyes...

Grace:
[shrieking] It's 'Hava Nagila'! It's not an Irish song! It's an ancient Hebrew song about... something Jewish!

Will:
You mean I just let a gorgeous guy who cooks, makes his own jewelry, and who was totally into me walk out the door?

Stuart:
No, actually. First you called him a filthy stinkin' ho, then you told him to get to a clinic, then he sort of ran out the door.

Karen:
Honey, my mother wants to do something for herself and that gives me a beautiful feeling.

Grace:
So do the little blue pills you take every fifteen minutes from the bottle labeled "Beautiful Feeling!"

Jack:
It's funny, but as a gay man, I'm strangely drawn to you.

Liz:
Yeah, I get that a lot.

[Will is trying to convince Karen not to fire her pastry chef, whom he has the hots for]

Will:
He's a genius. He's an artist. You wouldn't fire Picasso, would you?

Karen:
I would, and I did! He put both my breasts on the same side of my body. I wouldn't take that from my plastic surgeon, and I wouldn't take it from him!

Jack:
You cannot believe the day I had. Something must be dont.

Will:
Ohh look, it's the Notorious FAG.

[Jack and Karen meet Bebe Neuwirth at a cafe]

Karen:
Say something as Lilith. We hate your real voice.

Bebe Neuwirth:
I will if you will.

[Jack is participating in a gay spelling bee, cutting from another scene]

Jack:
- O-W, J-O-B. 'Eyebrow job.' [later] D-I-R-R-R-T-Y. Christina Aguilera's 'Dirrrty'? [later] - H-I-S. 'Mom, I don't know how to tell you this.'

Judge:
[later] The word is... 'GQ.'

Jack:
Did you say GQ?

Judge:
Congratulations. You've made it to the final round.

Will:
That's your captain? That's your limo driver.

Karen:
Oh, drive a boat, drive a car, drive a plane, as long as I'm drunk, what's the difference?

Karen:
Swell party. My stepson's no longer a virgin. Thanks, Debbie Harry.

Dr. Leo Markus:
Grace, I have to go to Guatamala to help out some doctors down there.

Grace:
You're going back to Africa?

Dr. Leo Markus:
Yes. And while I'm there I'm gonna buy you an atlas.

Grace:
Who's Diane?

Jack:
Oh, Diane is the woman Will slept with after he broke up with you. You knew about that. You told her.

[Grace looks hurt]

Jack:
You didn't know about that? You didn't tell her?

[Grace gets up and walks out]

Will:
Wait, Grace. Jack, when we get home I am going to rip your heart out through your foot.

[to Karen]

Grace:
Put the catalog down... you have everything in it.

[On Lorraine]

Jack:
We hate her. We hate her even more than the know-it-all daughter on 'The Gilmore Girls'.

Karen:
My mother's crazy, that's why I had her committed. Well, she's not as crazy, as so much as she really bugs me... yeah, she's a b*tch.

[On Karen in divorce court]

Will:
It's been a difficult day... watching Joan Crawford address Pepsi-Co...

Grace:
You said that money is no object.

Karen:
Oh honey, that's just a saying, like 'Ooh. That sounds like fun.' or 'I love you'.

[Will is telling Grace about his sexual encounter with a woman after he dumped Grace]

Will:
Grace, I just wanted to see for sure. It was really bad.

Grace:
Well, why couldn't it have been bad with me?

Will:
Because I love you. I had to do it with someone I didn't love. And I love you. I couldn't do that to you.

[Will and Grace are playing Pictionary]

Grace:
A duck. A chicken. An emu. Uma Thurman. Shamu. Okay, no. Okay. The sun. The moon. Reverend Sun Myung Moon. An eclipse. Eclair. Claire Danes. A great dane. Dame Judy Dench. Dame Maggie Smith...

Will:
Enough with the dames.

Grace:
[to Jack] Today I'm handing out lollipops and ass-whoopins and right now, I'm all out of lollipops.

Karen:
Honey, I don't produce theatre. I am theatre.

Karen:
Oh yeah, real rough day for you. Meanwhile, my soon-to-be ex-husband is trying to screw me over. I gave that man the drunkest years of my life.

Will:
Stop saying that here. Stop saying that to the judge.

Karen:
[to Jack] Oh, Honey. You're simple, you're shallow and you're a common whore. That's why we're soul mates.

Karen:
Grace, remember that afternoon and we were walking down 5th Avenue and you saw that ring in the window of Tiffany's and you said to me, "I would give anything to buy that ring"?

Grace:
Yeah?

Karen:
I bought it for myself.

Will:
Ahh Jack. Cute as a button, but not quite as smart.

Will:
This guy I had a date with tonight, used to be straight. I was his first homosexual date.

Jack:
What. He just can't start sleeping with guys, who is he, Anne Heche?

Karen:
[to Will and Jack] Hey. What the hell did you two Mork and Mindy-looking sons of b*tches do to my cousin Barry? You're supposed to help him be gay, but you didn't finish. The poor kid's so confused, he's sitting at home on the couch watching football in a spandex onezie.

Jack:
Why are you so angry? Why don't you tell me what this is really about? Oh... my god. You're in love with me, aren't you?

Will:
Do you smell toast? Because I think you're having a stroke.

Karen:
Wilma, I forget, which are you these days, gay or straight? Wait, wait! I'll do a little test. There's a penis and a vagina in a tent and it's on fire. Which one do you save?

Will:
Why are they in a tent?

Karen:
Oh, Will! I'm trying to do you a favor. I want to hook you up with my cousin Barry!

Jack:
What? Why him? He's hideous!

Jack:
[to Will:] No you're not.

Jack:
[to Karen:] He's revolting!

Jack:
[to Will:] That's not true.

Jack:
[to Karen:] He's disgusting!

Karen:
Oh, and when you meet him, where something tight. You've got good stuff in there.

Will:
What am I, a sausage?

Karen:
How about a toast...

Karen, Jack:
To Will and Grace's baby.

Will:
I can't believe you told her.

Grace:
I can't believe you told him.

Will:
He doesn't count, he never listens.

Grace:
She doesn't count, she's always buzzed.

Karen:
Hey, hey, hey. Hey, c'mon now... where are we?

Jack:
...I'm sorry, what?

Grace:
Karen, please tell me that you didn't drink your lunch yet.

Karen:
Honey, I just finished drinking breakfast. You've got to give the liver a little time to digest.

Will:
You don't take relationship advice from Karen. You get advice on, I don't know, what wine goes with mood stabilizers.

Will:
It's so weird how your eggs have an expiration date. They're just like... eggs.

[about Karen]

Will:
She's got a drink in each hand, and probably one in her purse. And she's got me.

Jack:
There are no straight men. Only men who haven't met Jack.

Will:
Karen once told me that Christmas celebrates the birth of our Lord Cartier.

[Grace sees Nathan passed out with Will and Jack on a bed]

Grace:
Oh my God. I turned another one.

Jack:
Are there any Hobbits left in America?

Grace:
Ok, now, remember, Karen. Not a word about...

Karen:
[NODDING] Oh. John Goodman.

Grace:
Yes, Karen. John Goodman. Also try to avoid the subject of baby.

Grace:
I see the way you look at me when I shave my legs.

Will:
Well, that's because it happens so infrequently, I have to take a minute to figure out what you're doing.

Karen:
Honey brace yourself. Stan is having an affair. He was caught red handed.

Jack:
He was by himself?

[Karen is feeling depressed]

Grace:
I need you to do me a favor... I need you to hit on Karen.

[pause]

Ben Doucette:
Please tell me you just said you need me to PUT a hit on Karen.

Jack:
Go, before somebody drops a house on you.

Karen:
Up yours, Dorothy.

[Why Paul is dating Will instead of Jack]

Will:
Maybe because I read novels rather than Tiger Beat. Maybe because I can finish a sentence without the use of jazz hands. Maybe because my frame of reference extends beyond boy bands and butt-robics, or maybe, just perhaps, it's because he sees a good long-term prospect with me rather than a good hour and a half with you.

[Jack and Grace are cooking]

Jack:
This looks hard.

Grace:
Jack, it's four packs of Easy Mac. [pause] It's *really* hard.

[Grace shows Will a bowl of microwaved mac and cheese]

Grace:
Look, Will. We've been cooking.

Will:
Oh, a cuisine of Chef Boy-Are-You-Lazy.

Rosario:
It's Mr. Stan. He's dead.

[everyone is stunned]

Leo:
[entering] Hey, hey, I got off work early, picked up a couple of sixes. I found a 20 on the street - damn, it's good to be alive... What?

Will:
Your dad's great.

Grace:
Yeah, in a parallel universe where my hair is straight and so are you.

Mr. Stein:
I thank you from the heart of my bottom. No. Wait a minute. Strike that, reverse it.

Will:
"I am Mr Stein." Say it.

Mr. Stein:
It.

Mr. Stein:
I like you, Will. You remind me of a young me. [pauses] Do you know where my red wagon is?

Will:
Uhh... no. I'll have to ask mom.

Grace:
Thanks for taking me out to dinner, Kar.

Karen:
Well, honey, it's like the old song goes - anyone deserves a free meal who has Will's sperm inside them.

Grace:
I think that was from "You're a Gay Dad, Charlie Brown."

Karen:
How badly do you want to be my lawyer?

Will:
Very badly.

Karen:
Badly enough to suck that peanut off the table?

Will:
Karen, I'm not gonna...

Karen:
Suck it.

[Will bends over and sucks the peanut off the table]

Will:
God, I hope that was a peanut.

Karen:
Grace. It's Christmas, for goodness sake. Think about the baby Jesus: up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.

[Thanks to Karen, Jack says he just lost the gay spelling bee]

Jack:
Well, well, well. Look who it is. Got anything written on your freakishly tinier boob?

Karen:
It's only smaller when it's scared.

Leo:
Are you jealous about them?

Grace:
No, I'm not jealous. And I'll tell you why I'm jealous. Because I am *not* jealous.

Leo:
You're not making any sense.

Grace:
Oh, so suddenly you're the president of things that make sense?

Will:
[to Jack] Oh my God, it's finally happened. You've gotten so gay that you looped around to straight again.

Will:
Karen, I am a lawyer, which means, unlike you, I actually *passed* a bar.

[telling Will that he is the only guy to make her have an orgasm]

Diane:
You spun me right round, baby. Right round, like a record player. Right round, round, round.

[after being complimented on her looks by her former adult movie employer]

Karen:
Yeah? Well it's smacked you in the face with a shovel and left you for dead, ya look like hell.

Candy Pruitt:
Karen, love. It's your voice I heard.

Karen Walker:
Oh.

Candy Pruitt:
I thought someone was strangling an old macaw.

Karen Walker:
Candy. I can't believe you're up and around. I guess even a mad scientist has to hit a wall at some point.

[Candy and Karen both laugh, and air-kiss each cheek]

Karen Walker:
So, how they hangin', honey?

Candy Pruitt:
Well, thanks to Dr. kipper, three inches higher. Listen. As much as I'd love to stay here sweatin' with the oldies, I'm getting a little woozy from the booze-y seeping from your enlarged pores.

Karen Walker:
Oh, honey, they're not enlarged. They're just in shock over that hair color.

[Candy and Karen both laugh, and air-kiss each cheek]

Karen Walker:
Sweet gal.

Karen Walker:
She's gone to Mexico for face-lifts so many times, I'll bet if you whacked her head with a stick, prizes would fall out.

Karen:
What's so great about another person anyway? All they do is manhandle your b*obs and eat all the ham.

Will:
Yeah. And get hair gel all over your pillow and move around your bedside table figurines.

Mr Stein:
And cut your tie in half and make you call yourself Nancy...

Jack:
Lesson for today: Though the eyes are the window to the soul, the zipper is the window to the underwear.

Will:
[about Stan] He didn't find out about your affair, did he?

Karen:
No. Thank God my b*obs are like arms. I was able to distract Stan with one of them while the other one motioned for Lionel to get out the door.

Karen:
Ugh. The subway was disgusting.

Jack:
Karen, we took your limo.

Karen:
Oh. I've got to stop drinking those Big Gulps.

[Karen thinks that Grace can win the affections of a gay couple she knows with presents]

Karen:
Honey gays love presents. Stick something shiny under their faces and their yours. It's how we won New York back from the Gay Indians...

[after dropping noodles on the ground]

Grace:
Oh no, my noodles.

Owner:
That's okay, we get you 'nother.

Grace:
Oh, thank you, thank you.

Owner:
That will be 7.95.

Grace:
What? You don't pay for the second noodles. And everyone knows you're suppose to say, "hot plate, hot plate," when something's hot.

[Later, Grace finds Karen & Jack in Happy Noodle, after they swore not to go in]

Owner:
And Karen, since you've been here all week, we give you one on the house.

[Flashes a glance at Grace]

Owner:
Hot plate, hot plate

Jack:
But there's always a lot of rich, old gay guys at those things looking for younger gay guys to take care of. You know, the way Dick Cheney takes care of George Bush.

Karen:
Well, howdy, domestic pardner.

Jack:
Heterosexual marriage is just wrong. I mean, if God had meant men and women to be together, he would have given them both penises.

[Grace has just walked in and found Will, Jack, and Nathan entangled and asleep in bed together]

Grace Adler:
Grace: Oh, my God, I've turned another one!

Karen Walker:
I'm going to grab some lunch with some of the other gals from the typing pool.

[Grace stares at her in disbelief]

Karen Walker:
Oh, it's Zoe's birthday! Fran made cupcakes! [she giggles]

[she leaves the room]

Grace:
Cupcakes...! Frickin' nutbag! Craaazy!

[Karen is at her desk reading a magazine. The phone rings. She picks up the phone]

Karen:
Grace Adler Designs. Oh, hi, Stanley! No, I'm not doing anything. Sure, ok, you wanna start now? Ok. Yeah, I'm naked. Mmmhh, uhuh, hmm, mm. Oh, already? Well, good for you! [she takes a look at her watch] Great! Ok, sweetie, well, call me later! ok! [she hangs up the phone]

Jack:
[singing] You can ring my beh-eh-ell. You can ring my bell.

Rosario:
Ding Dong. Ding Dong.

Will:
[on Grace] She's crazy. And just when you think you've reached the bottom of her craziness, there's a crazy underground garage.

Grace:
Are you wearing smarty-pants, because that was a great idea!

Jack:
Well, no, but I might be wearing a witty thong!

[talking to Grace about why they don't think as one anymore after living apart]

Will:
We've lost our mojo.

[pause]

Will:
Or in this case, our homo-jo

Jack:
Can you contact me with Jude Law?

Psychic Sue:
He's not dead.

Jack:
I know, but I still want to make contact with his other side.

Grace:
Gay sex is *so* hot.

Karen:
Hey, gays!

Will:
Well, you should be happy you didn't take a ride on the Truman Train.

Leo:
Train? There was one passenger.

Will:
Yeah... but at least she got off.

Will:
[telling Grace how she's lucky she didn't have sex with him] Yeah, a ride on the Truman train could have ruined you for life.

Leo:
Train? Train? You had one passenger.

Will:
Yeah, but at least she got off.

Grace:
[making up a story about a vase they brought at a nick-nack store] It's a sad story actually, it's the only thing that survived the fire that burned down the house when Grams accidentally answered the iron.

Jack:
With her hook!

[Elliot is on a soccer team]

Jack:
[dragging Elliot into Will's apartment] Will someone talk to this kid? He's thinkin' about quitting the team.

Elliot:
Yeah, because I'm awful. They even have a new nickname for me on the team. "Awful."

Jack:
I give up. I throw up my hands and jut out my hip. [he does]

Grace:
[to Elliot] You know what, when I was your age, there were a lot of kids who said I couldn't kiss. But did I quit kissing? I did not. I stuck with it. I made out with every guy who would have me. And today... [waves her hand around, showing off her wedding ring]

Jack:
Not you, Whore-a Flynn Boyle!

[Will's elementary school nemesis, Kevin Wolchek, has come to work at his firm]

Grace:
Sweetie, are you gonna be okay? You sure you don't want me to stick around in case Kevin comes back? You know I'm a good biter. I once bit a jump rope in half.

Will:
Why?

Grace:
[pause] What d'you mean, "why"?

[Will just made a bad joke]

Jack:
Please keep that to yourself, the religious right already hates us enough.

Jack:
Language was only needed when unattractive people were born so they could be commented on.

Jack:
Will, you're going to be a great dad because for the past 10 years you've been a great one to me.

Will:
Wanna stop for ice cream?

Jack:
Nah.

Will:
Want to go to a bar and look at hot guys?

Jack:
I love you daddy.

[Will and Jack are in the car and Will does "the soccer mom arm save"]

Will:
I just don't think I'm cut out to be a dad.

Jack:
What are you talking about? You just did the soccer mom arm save.

Will:
So?

Jack:
So, you have the instinct.

Will:
That wasn't the instinct of a dad, that was the instinct of a person who didn't take out insurance on his passenger.

[after ripping open Grace's trousers]

Fanny Lieber:
Oh... you're Jewish.

Grace:
[long pause] How... how can you tell that?

Fanny Lieber:
Cheap underwear.

Karen:
Hi Yes, Anastasia Beverhausen. Did you intend the reader to have an erotic reaction to the grisly murder of the handyman?

Writer:
Did You?

[Karen shows 3 fingers]

Writer:
Then yes.

Jack:
Elliot, we're gonna have an adult conversation now so I think you should leave the room.

[They start walking towards the door]

Elliot:
Well, can I listen at the door?

Jack:
[looking around]... Yeah, I think that'd be okay.

Jack:
Will, the sweetest thing just happened. The lady on the elevator said we were a cute couple.

Stuart:
Well, actually she said, "Stop making out or the fires of Hell will consume you."

Jack:
Yeah. Oh, look! There he is. There's Bill. Isn't he dreamy?

Karen:
Yeah, he's a slice of ice-cream cake. Now, when do I get to French-kiss a girl? Come on, when? When?

Karen:
Well, deal me in. I've got a lifetime membership to the losers club. Hm-mm. I've been dumped by one-ton billionaires, heads of state, and every member of Crosby, Stills, Nash, and Young, but I'm not naming names. What's so great about another person, huh? All they do is manhandle your b*obs and eat all the ham.

[during Karen's wedding]

Jack:
Here comes the bride... and she is pissed!

Grace:
I thought this could be a theme party. Nathan and me, Jack and his father, Karen and her drink.

[to her martini]

Karen:
Thanks for coming.

[Nathan gives Will a wet willie]

Will:
Now if you excuse me, I'm going to dip my head in alcohol.

Karen:
Oh! Wait for me!

Karen:
They're trying to make gay people straight? Good Lord! Don't they know what that'll do to the fall line?

[Karen and Jack walk into a gay to straight conversion cult]

Karen:
Just because they stopped being gay doesn't mean they have to stop having taste!

[after getting off the phone with Grace after telling her that he kissed another woman]

Leo:
She said she never wants to see me again.

Will:
Oh, well, I'll talk to her, don't worry, she'll come around.

Leo:
Uh, there's more that I didn't tell you. The woman I kissed, well, I didn't just kiss her. I slept with her. But you're still going to talk to Grace for me, right?

Will:
Uh, no. Now you're on your own.

[at Karen and Lyle's wedding]

Jennifer Lopez:
Congratulations to Karen and Lyle. I just want to say that the secret to a happy marriage is... oh, who am I kidding?

Jack:
Today is an important day for you. You're not just losing a friend, you're losing a hag.

Will:
She is not my hag. She's just a single woman who used to be in love with me and who hasn't spent a day away from me since college. [sighs] She's been a good hag.

Leo:
Will, I want you to know that I'm going to do everything I can to make Grace as happy as you have... well, plus sex.

Kevin Bacon:
Man if I had a dollar for every jock strap my stalker stole from me...

Jack:
You'd have $187!...

[Kevin Bacon looks at him strangely]

Jack:
...

[nervously]

Jack:
It's just an expression.

Karen:
[helping Jack practice for the Gay Spelling Bee] The word is... doily.

Jack:
Doily.

Karen:
Doily.

Jack:
Doily... could you use it in a sentence?

Karen:
The man walked *doily* down the street.

Jack:
Oh, doily! D-O-I-L-Y!

Karen:
Right!

Grace:
I just gave a quarter to a homeless guy, I think it was Johnny Depp.

Nathan:
Carefull, that's a nasty paper-cut waitin' to happen.

Jack:
Kiss it, kiss it, spank it.

Grace:
[about Jack going back to Karen after sleeping with grace] What were his exact words again?, my Harald and Maud faze is so over.

Karen:
[laughs at grace talking about a romantic evening she had] Oh that's tragic, which lever do I pull to make a safe drop on me?

Will:
[about Jack] A man who stared humiliation in the face and said: Don't I know you?

Karen:
[in a luandramat] What is this place? It's pretty. [starts to tap on a washing machine] Where are all the fishes?

Grace:
No Karen this is a laundramat, normal people wash their clothes and wear them again.

Karen:
Well poor people are just plain clever.

Jack:
Oh Karen, you'd do that for me? You'd invite my family into your own home?

Karen:
Oh poodle when you put it like that... No.

Will:
Of course I understand the gravity of the situation, otherwise, could my pants do this?

Jack:
we could play a sport like footskitball

[Lorraine told Karen to stay away from her father, so Karen slept with Lyle to stick it to her]

Lorraine:
[to Lyle] She's only sleeping with you to get back at me.

Karen:
How dare you! Where would you get such an outrageous idea?

Lorraine:
From you, ya cow! You invited me here. You sent a car, and you put a bloody great sign in the lobby saying, "Nasty surprise for Lorraine Finster in room 315."

[Lyle has chosen Karen over Lorraine]

Lyle Finster:
I-I'm sorry, Lorraine. I love you, but I'm not in love with you, and I *am* in love with Karen.

Karen:
What? You are?

Lyle Finster:
Yes, and it's - it's never happened to me before.

Lorraine:
But what about my mummy?

Lyle Finster:
Well, I-I wasn't so much *in* love with mummy as I was *in* an alley and *out* of condoms.

Will:
Where's all the Chinese food?

Grace:
Oh, I opened it up and started to eat it and then I noticed a hair in it. So I called the restaurant to complain and they were like "Well, how do you know its not your hair?" and I said "Well, I know what my hair tastes like." Anyway, I got so disgusted, I threw it all out.

Will:
You ate all of it, didn't you?

Grace:
Yes, I did.

Liz:
Karen! Why did you buy this cheesecake? I'm totally eating healthy this week! [pause] Cut to me eating this whole cheesecake

Karen:
[delighted] Oh Liz! I love it when you do Cut To Me!

Liz:
[talking to Karen about the bartender] That's Tony. I used to think he was totally gross. Cut to me on my back in his apartment...

Liz:
[to Karen] You scared him off with your wierd bisexual vibe...

Karen:
[after Grace blames Karen for something] I have feeling too, you know?

Karen:
[Jack and Karen laugh hysterically] Damn it! I was trying to keep a straight face!

Jack:
Leo, she doesn't have ca-bobs. She has a ca-gina.

Karen:
And nice ca-tits.

Barry:
I can't go out with the guy. He's an all star, I'm barely in the minors.

Will:
Sports again? What did I tell you to say when you have thoughts like that?

Barry:
Oh, yeah. Liza, Judy, Barbara, Bette, these are names I shant forget.

Karen:
[to Jack] You didn't get nominated. Yeah, someone from the Mack Awards called. Ted... Homosexual.

[Will's date has just called to say he's running late]

Jack:
Will, have you totally forgotten how to speak our language? 'Running late' is gay for 'I'm blowing you off.'

Will:
Really. What's gay for 'get out'?

Jack:
That would be 'good morning.'

[pause]

Will:
[at the same time as Jack] Good morning, Jack. [Jack leaves]

[Karen is running a scam with her con-artist mother, and she is wearing a sweatshirt that says 'I Loves Me Kitty']

Jack:
Oh, my God, I have that same shirt! Except, um, mine has a big rooster on it, and it says 'I love me big, red - '

Will:
Jack!

Karen:
[Grace enters wearing a cow-print skirt] Woah. Got skirt?

Grace:
What, did you think I wouldn't find out?

Leo:
Grace, I told you.

Grace:
Yes, but I would have found out. I have connections.

Leo:
In Cambodia?

Grace:
YES CHEATER, IN CAMBODIA!

Karen:
Ah, Smitty, I'm having a little hubby trouble. How about cheering me up with one of your jokes?

Smitty:
I'm afraid I'm not in much of a joking mood. You see, my wife died Christmas, and I just haven't been myself since.

Karen:
[laughs hysterically] Ah, Smitty. You always know just what to say.

[Jack and Will are shopping]

Jack:
Will, I found it. The single CD shower companion. [high-pitched] 'Cause you can never have too many companions in the shower!

Will:
Jack. Isn't that why your membership to the 'Y' was revoked?

[they see Leo at the counter]

Jack:
Ooh, check out the man-cake at the counter.

Will:
I know that guy. That's that horse guy.

Jack:
Ooh, me likes the sound of that! Come on, intro-seduce me.

Marilyn Truman:
Oh, you've got my favourite movie, Splendor in the Grass!-pause- What? Well, that's careless, they left off the G and the R. [shrugs] Shall I pop it in?

Will:
Ironically, that's the first line of the movie.

[Grace is redecorating Jack's apartment, and Karen is paying]

Jack:
[spreads arms] I've got it! A skylight.

Grace:
[exasperated] Jack, we have already gone over this. You cannot put a skylight on the ninth floor of a 12-story building.

Jack:
[screeching] Karen, I can't work like this!

Grace:
Fine, if you want to spend our traditional Haunnukah dinner time with Jack, then that's fine. But all I'm sayin' is, betta' him than me! [Storms away]

Bobbi Adler:
[to resteraunt patrons] You'll have to forgive her. She's never really forgiven me for being the prettier sister.

Karen:
Gosh, I just love gambling here in Vegas. Sure, I may lose $100,000 but the drinks are free so it evens out!

Grace:
Will, I'm serious. I haven't made any of the major decisions. I mean, who will I give my things to? What will happen to my business? Where will I be buried?

Will:
Well, your business will go under. Your things are my things, so I'll just take them back. And I always figured I'd have you stuffed, and keep you by the front door to prop up umbrellas.

Grace:
I wanna do a will.

Will:
Yeah, well, get in line behind all the other ladies!

Kevin Bacon:
When the stalkers leave, it's the first sign that your career is slipping. Little tidbit I picked up from Val Kilmer.

Will:
Wait, you did a movie with Val Kilmer?

Kevin Bacon:
No, but Val was in "Top Gun" with Tom Cruise and Tom was in "A Few Good Men" with me. [pause] Huh, that was a short one.

Grace:
Hi, Karen. How are you?

Karen:
[walks to an open window, and shouts out] Stanley Walker is a pig and I hope he rots in hell!

Karen:
[walks away from window and calmly replies to Grace] I'm fine, thanks. How you doing?

Karen:
[holding Jack in a headlock] You backstabbing... you are never to see that woman ever again, or else I will tie fishhooks to your nipples and throw you off the Chrysler Building!

Deirdre:
We hear you and Grace have made quite a name for yourselves on the west side. Kudos.

Will:
Thank you.

Deirdre:
No, I see you have a box of kudos on your desk.

Grace:
[Grace has picked up some slogans at an A.A. meeting] "Let go and let God."

Karen:
Where did you hear that? Who taught you that hate speech?

[Will has quit his job and now wants to be a writer; they are now at a party]

Will:
Oh, Rosario, I - look, I'm doing some writing on social injustice, you know, the battle between the classes?

Rosario:
You want to interview me?

Will:
No, no, I just want to jot something down. Could you hold my glass?

Rosario:
[mad] Sleep with your lights on, white devil. Your time is coming.

Jack:
Will, something bad happened.

Will:
What?

Jack:
I got turned on by that lap dancer!

Will:
Are you sure?

Jack:
Look, I know the difference between 6:00 and 12:00 and this was definitely Midnight at the Oasis!

Carla:
Hey, are you going to come back and finish that lap dance?

Jack:
Uh, no I don't think so!

Carla:
Well, here's my card if you change your mind.

Jack:
Well, thanks, Carl... wait, you're a Carl?

Carla:
Just from the waist down. From the waist up I'm Carla.

Jack:
Oh, thank God. I'm still gayer than Christmas!

Karen:
Honey, black, white, gay, straight... What's it matter? We all finish ourselves off in the end anyway!

Karen:
Honey, nobody has every offered to dismember a midget and make him into jewelry for me before. That's so sweet!

Jack:
That doesn't look like a salad to me! Where's the arugula? Where's the radicchio? Where's the Rwanda?

Ben Doucette:
Jack, one of those isn't a salad ingredient so much as a war-torn country in Africa.

Jack:
I know that! I sponsor a kid in Arugula!

Jack:
[about a very short guy Leo set Will up with] What we have here, is a pocket gay.

Will:
A pocket gay?

Grace, Karen:
A pocket gay?

Jack:
A pocket gay.

Grace:
It just creeps me out. Like anything that ends with "mini-teeth" or "mini-hair".

Will:
Here we go...

Grace:
On the Discovery Channel, there was this guy with a tumor that had mini-teeth and mini-hair, and when they poked it, it said "Ow"!

Will:
It did not say "Ow".

Grace:
Well, if it had mini-lips, it would have.

Lorraine:
I'd like you to have all your things out by tomorrow.

Karen:
I'd like you... to eat me.

[during Jack 2001, Jack is singing and dancing to 'Arthur's Theme,' holding up pictures of the moon and New York City]

Jack:
The best that you can do - cha cha cha - the best that you can do - Chaka Khan - is fall in love... two, three, four, off. Thank you. Thanks for stickin' round.

Val:
Whoo! Yay! Oh, my God, Jack. That was the best show ever. It felt like you were singing only to me.

Jack:
Well, for the last seven shows, I was.

Val:
Look, I don't know what to say. I just - I really just wanna... officially thank you for coming into my life. It's just that, well, you're my world now.

Jack:
Yeah, about that, um... see, the problem is I live here [holds up the New York picture] and I'm thinking you live waaaaaay up here. [holds up the moon picture] .

Malcolm:
Excuse, Ma'am, but might I just say how beautiful you are, and I look forward to seeing you ride that electric wheelchair towards me on a very bumpy road... in a town where everyone's naked.

Karen Walker:
Hello, Karen Walker, and it's a pleasure to meet a true gentleman. But now if you'll excuse me, the gap between my toes is throbbing like a son of a b*tch!

Karen:
What's that, honey?

Grace:
Funnel cake

Karen:
Can I have some?

Grace:
[Innocently] Yeah, the stand is right over there...

Grace:
It's a recurring dream. I keep having it over and over and over and over.

Jack:
I see. Is this the first time you've had it?

Grace:
That's a good question, Jack. Okay, anyway. In my dream, I'm on the subway completely naked. And then, all of a sudden, that hot gardener from "Desperate Housewives" gets on, and he puts his hand on my breast. Then that hot smart guy from "Jeopardy!" gets on and puts his hand on my other breast. Then that hot Korean guy from "Lost" gets on and puts his hand on my other breast. Oh, yeah, in this dream I have three breasts.

[talking to Grace about a bad experience with a psychic]

Will:
I mean, who calls themselves "Psychic Sue"? It's like me calling myself "Lawyer Will" or you calling yourself "Designer Grace" or Jack calling himself "Jumping Ferret Jack."

Jack:
[looks at Will in a shortie robe] Why the long robe?

Jack:
Karen, you are constantly partially there for me... is there anything I can pretend to do for you?

Karen:
I'm a lady, assface!

[Jack is protesting a gay kiss being pulled from an NBC show, and has just been told the channel can't promote that lifestyle]

Jack:
It's a gay network, for God's sake, the symbol is a peacock!

Will:
This is a gay landmark!

Jack:
The hospital where Judy Garland spewed out Liza Minnelli is a gay landmark! This is just a bookstore.

Karen:
My name is Anastasia Beverhausen. That's Anastasia like Russian royalty and Beverhausen like... where the beaver live.

Karen:
Honey, I wanted to talk to you about the wedding. I booked Saint Patrick's Cathedral. I know you're Jewish, but I couldn't find a bank or a deli on such short notice.

[Marion is doing the chicken dance with Lyle at he and Karyn's wedding reception]

Marion Finster:
Lyle, too bad our father isn't alive to see this!

Lyle Finster:
...He isn't?

Marion Finster:
Oh, damn, I knew there was something I was supposed to tell you.

Karen:
I'm not giving you 88 cents, Rose!

Karen:
Alright! I met him in a bar! He flirted with me, thought I was a whore! Made me feel...I don't know, special!

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

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] 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!

Jack McFarland:
If you weren't Jewish, you'd definitely be going to heaven.

Grace Adler:
And if you weren't gay, you'd be there too.

Will Truman:
To someone whom my second wife, Karen, always held in such regard and spoke of with great affection...

Grace Adler:
Oh, my god, that's me.

Will Truman:
Grape Antler.

Jack McFarland:
[TO OWEN] Uh, excuse me. As Aretha said to Gloria, Celine, Shania, and Mariah during Divas Live... [AS ARETHA] "Are you trippin'? No one interrupts the Queen of Soul, b*tch. Ok?"

Owen:
Well, I believe she also said, "Hey, Cuba, Canada, cowgirl, Crazy, get out of my light and away from my snacks, b*tch."

Grace:
Hey, I know I said it before, but I hate men. Here's an update, now they hate me. Just now in the grocery store I was flirting with that cute produce guy...

Grace:
gave him the hair... [Grace flips her hair]

Grace:
the eyes... [Grace gives a sexy stare]

Grace:
the teeth. [Grace smiles, showing her teeth]

Grace:
He asked me if I needed something to keep me from swallowing my tongue.

Will:
So you got dissed by some guy in the produce department, big deal.

Grace:
Did I not mention what happened in the meat, dairy, and cutomer service departments.

Jack:
Hey, H.R. Desperate-Stuff, stop trying to pick up guys in the grocery store, huh.

Grace:
Did I not mention what also happened in the hardware store, drug store, liquor store, and Big Apple Circus.

Will:
So... do people really think I'm a gigolo?

Karen:
[giggles] Yeah...

Will:
Well, let's give them something to talk about!

Will:
[Will leans in and gives Karen a passionate kiss]

Karen:
Wow... now I can see why Grace married you!

Jack:
Holy Anne Heche Laffoon he's straight.

Owen:
Actually it was more the gay-guy-feel-the-delts-bend-at-the-waist-check-out-the-shoes hug.

Owen:
Whoops, my hand seems to be traveling up your thigh towards your ROCKIN' ASS. But who cares right? Cause I'm gay. So it's all right if I tell you you're beautiful, throw you down on this couch and make out with you fiercely, right?

Grace:
Yup, because you're gay, I should be on top.

[Start making out]

Grace:
Ya know, you're a good kisser for a gay guy, and I've kissed a lot of gay guys.

[enter Jack with camera]

Jack:
Got you, you sick straight bastard.

Grace:
Jack get lost, I'm not done.

Owen:
You don't have any proof.

Jack:
I have photos.

Owen:
There's no film in that camera.

Jack:
Of course there is. [He rips the film out of the camera] See? Like I'd be stupid enough not to put film in my own camera.

[singing 'Wishin' & Hopin']

Jack:
Wishin' and a-Hopin'...

Owen:
Dreamin' and a-Prayin'...

Jack:
Lyin' and a-Cheatin'.

Owen:
Tubby and a-Tone Deaf.

Jack:
- STOP IT.

Will Truman:
Well, I was going to this art opening...

Jack McFarland:
Ooh, that sounds great, I'd love to join you!

Will Truman:
It's not a person named Art, you understand?

Jack McFarland:
Yes, I know. But there's always a lot of rich old gay guys at those things looking for younger gay guys to take care of. You know, the way Dick Cheney takes care of George Bush.

Karen Walker:
Honey, no no... she can't move into his place. That's not acceptable!

Jack McFarland:
Tell me about it, you feisty little Shih Tzu!

Will Truman:
You broke another wine glass, didn't you?

Jack McFarland:
Welcome to cynical island. Population, you.

Will Truman:
And must you always let that bird out of its cage?

Jack McFarland:
Hey, birds gotta fly, fish gotta swim. Will's gotta lighten up.

Grace Adler:
Will, the Dodgers left Brooklyn in 1958.

Will Truman:
Oh sweety, you know I don't follow the volleyball.

Grace Adler:
I want to marry the one.

Karen Walker:
And well you should, honey. How else are you going to get to the two and three?

Jack:
[to Karen after just meeting her] C'mon, let's touch stomachs!

Will:
You are so Markie Post in every single Lifetime movie.

Grace:
I want to marry... "the one."

Karen:
And well you should, honey. How else are you going to get to "the two" and "the three"?

Grace:
[on why she should live with Will] The dry cleaner in your neighborhood calls me nice lady.

Will:
He calls me nice lady.

Jack McFarland:
You're hawking your new album in my dream?

Cher:
Well, somebody's gotta pay for the fog and the dancing fairies!

Karen:
He should be killed

Grace:
He happens to be the sweetest, most thoughtful, most sensitive guy I have ever gone out with. I think he's great.

Karen:
He makes me wanna barf! I wanna kick him til he's dead, honey.

Ben Doucette:
Truman, nice work closing the Kinnally deal.

Grace:
Stan? Stan's alive? But we were at the funeral...we scattered a trash bag full of his ashes!

Jack:
I have had the biggest glitter related tragedy since Mariah Carey's film debut.

Jack:
Life is too short to waste time on over thinking things. When an opportunity comes, I don't question it. I grab it, drop its ring on the nightstand, and swing on it 'til dawn!

Rosario Salazar:
[to Karen] The only way this could taste better is if I were eating it on your grave!

Jack:
The more you know... and shooting star!

Grace Adler:
[after a horrifying cab ride] That was intense. What was that?

Will Truman:
That was not just B.O. It was "B.O. my God!"

Grace Adler:
What is the scent of that guy's air freshener, onions and feet?

Grace Adler:
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.

Jack McFarland:
I know CPR.

Karen Walker:
You know CPR?

Jack McFarland:
Oh yeah. I had to do it on my father when I told him I was gay. Only I think it just confused him even more...

Jack McFarland:
Here's a little acronym that'll help you: C.T.A.P.T.N.T.T.H.A.B.M.T.M.

Karen Walker:
Here's a little acronym for you, honey: What the hell are you talking about?

Grace Adler:
Oh, oh, and by the way, once you let Jeannie out of the bottle, there's no way she's going back to that little circle couch.

Grace Adler:
You can't control your competitive nature any more than I can.

Will Truman:
That is...

Grace Adler:
Yes, you, you just like to play the cool Will Truman while I'm all the intense crazy one. Well, once the bowling shoe is on the other foot, look who's the good cop and look who's the bad cop.

Will Truman:
That is the worst mixed metaphor you have ever uttered.

Will:
You don't need to lose to have fun. You're not France.

Grace Adler:
Ellen is a dear friend of mine and she has entrusted me with the responsibility of being the maid of honor and I take it very very very seriously.

Karen Walker:
Oh my God, you slept with the groom!

Grace Adler:
What ? How do you... ? Where do you... ? Do you have three 6's on your head ?

Grace Adler, Larry:
[Playing the piano and singing] Enough is enough, is enough, is enough, is enough, is enough...

Karen Walker:
THAT'S ENOUGH!

Grace:
Come on Jack, eat something. I got you this lavender cupcake.

Will:
Yeah, with rainbow sprinkles, the color of our flag.

Will:
[During this live broadcast, a gag involving a huge number of pill bottles falling from a cabinet has not gone as planned, but Karen's next line is meant to reference the gag and won't make sense unless it works] [Breaking character to speak as himself] They can make "King Kong," but we can't get THIS to work?

Karen Walker:
I love Chinatown. You can buy a bag of zippers this big for a dollar. [gestures] I hand them out to poor kids. I love to watch the look on their little faces as they zip and unzip their new toy.

Grace:
[after seeing loads of pills fall out of a closet in the Karen's bathroom] What kind of prescription plan are you on by the way?

Will:
I think it's the 'sneak a truck across the Canadian border' plan

Will:
[about Susan Sarandon and Tim Robbins] Why don't those two get married already? I mean, we get it. You're liberal!

Karen:
Finally, you're here!

Rosario:
You know, if you're gonna leave me in the limo for five hours, the least you could do is crack a window.

Karen:
What, and let you start yapping out at all the other maids so that they can come over and jump on the car? I don't think so.

Rosario:
You better watch it, lady, because the next time you take a bath it'll be rub-a-dub-dub, I drop the blender in the tub.

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

Rosario:
Suck it.

Grace Adler:
[Will interrupts as Jack is singing to a severely depressed Grace] Will, please make it stop, shake a jar of pennies at it!

Grace Adler:
Look, I'm sorry, I'm not like all of you. Will, Micheal left you for another guy. He was the love of your life and you have to live every day knowing he's loving someone else. I couldn't do that, I'd die. Karen, your husband is in jail. The rock of your life and you don't know when he's coming back. If I were you, I'd be a wreck. And Jack. You're so resilient. You're an actor-singer that gets involved in a dozen different relationships and doesn't get emotionally invested in any of them. I wish I could do that but I can't. So please, just let me go back to bed and let me deal with this the only way I know how!

Karen:
[Grace has left the bed] Grace, I like your hair. What do you call that style?

Grace Adler:
Psycho chic. It was the style Anne Heche was sporting when they picked her up in L.A. last year.

Will Truman:
[Jack and Karen are dancing and invite Will to join them] No, I'm can't. I'm too worried about Grace. Who am I kidding? I'm gay, I can dance AND worry.

Karen Walker:
Honey... if you look inside this bag, i'm giving you a little sign language right now!

Will Truman:
Can two gay men share an apartment without driving each other crazy? [the bird crows and the dog barks] Probably not.

Jack McFarland:
Well, boo radley hoo, lady.

Jack McFarland:
Her life, like her hair, had become unmanage-able.

Harlin Polk:
I'm Harlin Polk. I'm supposed to meet Grace.

Karen Walker:
I'm Karen Walker. I'm supposed to be Grace's assistant.

Harlin Polk:
Well, you don't strike me as the assistant type.

Karen Walker:
Well, honey, behave yourself, and I won't have to strike you at all. Go on, honey, sit down. Grace'll be here in a minute.

Jack McFarland:
Hey hey! It's not the Will & Grace show! It's called Just Jack!

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

Karen Walker:
Honey, I'm busy. Touch yourself.

Jack McFarland:
Karen, you can't just devastate me and kick me out. You're not my lover.

Jack McFarland:
This guy, lemme tell ya... Thursday night, downtown at the duplex. Be there, be blown away.

Will Truman:
What are you talking about? You're not a performer.

Jack McFarland:
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 Truman:
Why one night-- oh. It's open mike night.

[about Grace's designing of Harlin's apartment]

Will:
Grace, that was completely offensive. I could tell by the expression on his face that he was offended.

Grace:
You know, the only expression that Harlin's face was saying was "Hey, I'm Harlin's face."

Jack:
Oh Karen, you just can't devastate me and kick me out. You're not my lover.

Karen Walker:
Oh, my god! Do you know what he would love? Oh! What is that deal down in the Mediterranean where you can charter a yacht with another couple for a week? You know, 7-person cruise, they take you up the Italian Riviera. Oh, what is the name of that boat?!

Will Truman:
Oh, I know. The S.S. Lower Your Dosage.

Jack McFarland:
Hey, look, I'm Cher... circa 1978. [Standing in front of a display of hay] My daughter's a what?!

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"?

Sam:
The last time I saw you, you were THIS big... but you were on a hill and I was far away.

Grace:
Will, call your brother. Michael Corleone forgave Fredo, right?

Will Truman:
Yeah, that was right before he had him taken out to the lake, and SHOT!

Grace:
Yeah, but the important thing is that he forgave him.

Will Truman:
No, I think the important thing to Fredo is, he GOT SHOT!

Grace:
Hey, I've got some big news.

Will Truman:
Yeah?

Grace:
Remember when you selfishly bailed on me at the store and left me to buy a birthday present for you to give your friend?

Will Truman:
Yeah, that was right after I thoughtfully split up the workload so you could make your manicure on time.

Grace:
Yeah, it was right about that time. Anyway, thirty seconds after you left, Sam Truman walks up to me.

Karen Walker:
Ooh! Old lover?

Will Truman:
Sam Truman? My brother?

Karen Walker:
So... no?

Grace:
Will, he's here. You owe it to him.

Will Truman:
I owe it...? He is the one who cut me out of his life! You know, he... he... he is the one that... that... that leaves the family Christmas at three when he knows I'm showing up at four. I have a nephew that I have never met. Do you know what that feels like?

Karen Walker:
[Grace is telling her about Will's history with Sam] Honey, I barely care about Will. Can you imagine how I feel about the brother?

[trying to repair their relationship, Grace invited Will's brother Sam to Jack's birthday party]

Grace:
So you're just going to hide in here all night?

Will Truman:
I'm not hiding. I thought Jack's party would be a good time to weed out my tie collection.

Grace:
Will...

Will Truman:
Pick the one you want to be strangled with.

Grace Adler:
Look, the Jacobs had to cancel this morning, so I've rescheduled for tomorrow afternoon. Can you just call and nail down a time and make sure they don't need any... [Karen is staring at Grace] What?

Karen Walker:
You had sex.

Grace Adler:
What? How did you... What... Is this out on video? I don't understand. How does everybody know?

Karen Walker:
Every poker player has a tell. And, uh, speaking of poker, who was it, huh?

Grace Adler:
No one you know, so just don't even...

Karen Walker:
[Gasp] It was Sam!

Grace Adler:
Oh, my god! No, you know what? I'm going before you figure out every detail of what happened last night.

Karen Walker:
Honey, come on. There is no possible way I could know every detail. I only know it was twice!

Jack McFarland:
Oh my god, I'm thirty. Do you know what that is in gay years?

Will:
Grace, do you want to sleep with me?

Grace:
I'm sorry, I don't sleep with gay men.

Will:
Oh, see, that's the problem. I do.

Jack:
I can't believe I'm 30. Do you know how much that is in gay years?

Karen:
You slept with Sam because he's the Will that will touch your boobies.

Grace:
Are you implying that I had sex with Sam because he's the straight version of Will? Well, it just so happens that I had sex with Sam because he's cute...

Karen:
Like Will

Grace:
He's smart...

Karen:
Like Will

Grace:
He's funny...

Karen:
Like... you think Will is.

Sam Truman:
[about sleeping with Grace] It was just one night.

Will:
Oh, really? Just one time?

Sam Truman:
Actually, two times. One night.

Will:
[learning Sam slept with Grace] How could you do this?

Sam Truman:
You mean in general or in this particular situation?

Will:
Don't joke.

Grace Adler:
Will... Will, I am so sorry.

Sam Truman:
It was an accident.

Will:
An accident? Well, how... how does that work? "Oh, sorry, I slipped and fell. Over and over and over again"?

Beverley Leslie:
[walks into the room; sees Karen and Grace] Well, well, well. Karen Walker and her Jewess.

Jack McFarland:
[screaming] Karen! You're bending my ethnic porn!

[after Karen leaves Stan and is forced to live in her limo, Grace and Jack try to convince her to come and stay with one of them]

Karen:
Honey, if I gave in to every persuasive argument I'd be in some kind of crazy three-way marriage with Maury Povich and Connie Chung!

[about to go to sleep in Karen's limo, all laying on their right sides]

Grace:
Night.

Karen:
Night.

Jack:
Night.

Rosario:
Noches.

Karen:
Jack, that had better be your penis.

Grace:
Ok, I can't do this, I sleep on my left.

[They all turn to the left]

Grace:
Night.

Karen:
Night.

Jack:
Night.

Rosario:
Noches.

Karen:
Grace, that had better be your penis.

Grace:
It's a thermos. But, thank you.

Will Truman:
I love the Opera. Getting dressed up, hanging out with fabulous people, drinking champagne. If it weren't for the damn music, it'd be a perfect evening.

Jack McFarland:
Dilemma. Donald and I were going to the parade tonight. We had a whole biblical thing planned. We were gonna go as Adam and Steve. But he crapped out on me. Pthbbt!

Will Truman:
[To Jack] It's gonna be hard to top last year. They went as secondhand smoke.

Karen Walker:
Honey, I can't go. I have a home, a husband, and three beautiful stepchil... No, wait. Two. Two beautiful stepchildren. Sorry. Yeah. Olivia and...

Jack McFarland:
Mason?

Karen Walker:
Honey, I was getting there!

Jack McFarland:
[To Karen] You've got the sass, the class, the ass.

Will Truman:
[Knock at door] Jack, go away. Grace and I are... are naked and oiled up and about to engage in some Greco-Roman wrestling.

Harlin Polk:
[Through the door] How long you think that'll take, Will? I'm double-parked.

Jack McFarland:
Will, come on. I can only do this with you. You're my best friend. We'll have so much fun together.

Will Truman:
Wow. How am I gonna say no to that? No.

Jack McFarland:
Grace, I can only do this with you. You're my best friend. We'll have so much fun together!

Will Truman:
[Him, Grace, and Harlan's kids are pointing silly string cans at each other in a standoff] OK. Nobody get... strung out.

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

Karen Walker:
What, the leaf?

Will Truman:
[after returning from trick or treating with Harlan's kids. His son is dressed as Nixon] Now wasn't that fun, kids? Oh, and Nixon, don't think I didn't see you steal that extra Abbazabba from the doorman at the Dakota.

Grace Adler:
So much for not being a crook.

Stranger at the Gay Parade:
You see, your drag name is the name of the first pet you had and the name of the first street you lived on.

Karen:
So mine would be uh... ShuShu Fontanna.

[they all laugh]

Karen:
That's hysterical. Jackie what's yours?

Jack:
[upset] Glen 125th.

Jack McFarland:
I don't understand this. I mean, what's going on right now? What exactly are we watching?

Will Truman:
This would be called a basketball game.

Jack McFarland:
Uh huh, uh huh. And where is this all taking place?

Will Truman:
That's Madison Square Garden.

Jack McFarland:
That's a sports auditorium now?

Will Truman:
It's the world's most famous sports arena. But I can see how that fact may have eluded you, given that your entire knowledge of sports consists of giggling every time you hear the word "balls".

Jack McFarland:
Hee hee, hee hee. Gets me every time.

Jack McFarland:
[later, Grace comes in] Grace, check it out. This is amazing. Tall, muscular lovelies in nothin' but short shorts and matching tank tops. Why would straight guys watch this?

Grace Adler:
If I knew why straight guys did anything, do you think I'd be hanging out with you two homos?

[a waiter sits Patti LuPone next to Jack]

Waiter:
Ms. LuPone, I just want to say I saw you in "Evita" when I was sixteen. I came out by intermission.

Patti LuPone:
[flattered] I hear that a lot. Sometimes, I think I'm personally responsible for the West Village.

Jack:
Shut up, Patti LuPone! Shut your brassy, magnificent trap! I don't want to hear you sing! I don't want to cut your hair! And I *certainly* don't want to hear you singing while I cutting your hair! Got it? Now I'm talking to my best friend, so stand back, Buenos Aires!

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

[Jack and Karen have been walking up the stairs to the Rainbow Room, as Karen's afraid of elevators. Jack's forgotten the cake and they walk down twenty flights to get it]

Jack McFarland:
Now we have to walk all the way back up. This is so stupid! Whatever made you afraid of an elevator anyway?

Karen Walker:
I'll never forget it. My fellow office workers and I were heading down to lunch, and, suddenly... the lights went out, the elevator dropped and... Dennis Hopper said he would kill us all if his demands weren't met!

[cries]

Karen Walker:
Thank God Keanu Reeves was there to get us out!

Jack McFarland:
Karen, that wasn't you! That was the opening scene of "Speed!"

Karen Walker:
Oh. You know, that movie was not at all what was advertised. You think you're going to see a feel-good movie about amphetamines, and, suddenly, you're on a bus?

[at Christmas]

Rosario:
[entering] Miss Karen? We have a little visitor.

Karen:
Oh, for god's sake, I'm not your mother. You know where the tampons are!

Karen:
[annoyed] It's your stepdaughter Olivia, you ghost of Christmas passed-out.

[Grace has broken Will's mother's Lladro figurine, and is panicked that she knows. Marilyn is on her way up to their apartment, and Will wants her to just lie]

Will:
Grace. What are you worried about? You didn't do anything. Right?

Grace:
Right.

Will:
Right. So anything she has to say about the fate of her figurine is new information, and should be met with shock. Let's try it. Um... [imitates his mother] Grace, my Lladro is broken!

Grace:
[immediately] DEAR GOD, NO!

Will:
[pause] Yeah, you're - you're *mildly* surprised, not being asked to give money to charity.

[Grace broke Marilyn's Lladro figurine at a party and hid it under her couch]

Marilyn Truman:
I have some very sad news, Will. Fiona was cleaning after the party yesterday - [starts crying] and she found Ouisan in pieces on the floor. Ouisan is dead, Will. She's dead!

Grace:
Ouisan? Well, she sounds like someone who was ready to go anyway.

Marilyn Truman:
She was a very rare Lladro figurine. And somebody broke her. Oh, I bet it was that Skippy Faber, the clumsy drunk. Grace, you were talking to her. Was she slurring?

Grace:
Uh, a little. But I really couldn't tell 'cause she was... [raises her arms stiffly] stumbling around and waving her arms.

Marilyn Truman:
I knew it! I am going to wait until April and pour bleach on her roses.

Will:
Well, hey, that's something to look forward to.

Marilyn Truman:
I'm just going to splash some cold water on my face, and then I'll be going. [exits crying]

Will:
[whispers to Grace] This is perfect! This is 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? [considers] Ah, she's German. We'll just call it even.

Karen:
So, what we're doin'?

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

Jack McFarland:
Wow, that was just like "The O.C.". Just without 25-year old teenagers and 35-year old parents.

Karen:
Hey, what's going on here? I'm sensing a mood.

Grace:
Well, Will thinks that I'm taking advantage of...

Karen:
- Yeah, save it honey. We'll crack it open later when we're desperate.

Will:
It's always "Will and Grace." Will and Grace buy the present. Will and Grace do the speech. "We cordially invite Will and Grace." why don't they ever say "Will and guest"?

Grace:
Well, who did you want to bring?

Will:
I don't know! One of the Gap dancers, Aquaman, anyone!

Grace:
Well, who's stopping you?

Will:
You are! Because you're so content to play Mrs. Will Truman. I want a husband. I want someone who loves me, a-and a family. I want this, not this!

Grace:
I do not know where you got the idea that I am your wife, but let me tell you something, if that's true, we've got big martial problems because Mrs. Truman's getting a lot of action on the side.

Jack:
[jumpy] Why isn't there any coffee?

Karen:
The same reason you don't have a wife and three kids honey... It's the way God wants it.

Jack:
[High on coffee, and saying speedily] Hey, friends, lovers, mothers and other strangers. You are never going to believe what's happened to me... Oh, my God, did you just see that? I almost did a half nelson, I almost bruised my delicates, my delicates, my domo arigatos, Mr tomatoes.

[Gulps iced coffee drink]

Jack:
Huge News! I have met, are you ready for this, Mr Right, well, Mr Right Now, anyway. Good night, folks, I'm here all week, Jack 2000. He works over at the Jumpin Java - you know, that coffee shop on seventy second 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'm goin with this, but the point is me likey he and he likey me and the best part is... , schezam! he gives me free iced 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 ba ba ba ba

[blows raspberry]

[seeing Jack at the gay bar]

Beverley Leslie:
Well well well. If it isn't Karen Walker's little gay friend. Where's your olive-skinned cohort? Don't you homosexuals always travel in pairs?

[Benji shows up]

Benji:
Beverley, they don't have Clay Aiken on the jukebox.

[Beverly groans in disappointment]

Jack:
Well, look how cute you two look. The Black Stallion and My Little Pony

Grace:
Pam could you answer that?

Pam:
Right after my smoke break.

Karen:
So inappropriate... smoking in the office. Would anyone mind if I took my boob out?

Grace:
Sometimes I wish I were a Republican. Then I wouldn't have to worry about anyone's feelings. The only thing I'd have to worry about is being indicted.

Grace Adler:
What are you doing?

Will Truman:
Watching the Nicks game.

Grace Adler:
Why? Did they get new cute boy cheerleaders?

Will Truman:
Hey, I'm allowed to watch sports okay? Cos I'm a guy. That's what guys do. Now get me a beer.

[Grace looks away and back puzzled]

Will Truman:
Who am I kidding? I want a spritzer. I'll never pull this off.

Grace Adler:
What is happening to you?

Will Truman:
I told Matt that I'm a sports nut. That I love watching sports, that I particularly love playing baseball and that I'm really good at it.

Grace Adler:
How quick can you get out of town?

Will Truman:
What should I do? Do you think I can fake my way through this?

[Grace carefully, slowly and exaggeratedly picks up an orange and high lobs it towards Will]

[Will watches it sail past and hit the floor without moving]

Grace Adler:
I'd say no.

[Grace opens the door and sees the bare floor]

Grace Adler:
Where's my paper? [Mr Zamir leaves his apartment] Mr Zamir? Mr Zamir!

Mr. Zamir:
I didn't take your paper.

Grace Adler:
How did you know that's what I was going to ask you about?

Mr. Zamir:
Every day I tell you I didn't take your paper.

Grace Adler:
And every day you take it.

Mr. Zamir:
You got me there.

Jack McFarland:
[to Beverley Leslie] I'm Sorry, I'm a little bit confused. Em, how am i gonna put this delicately? You're a raging 'mo yourself

Lucille:
We tell people we're sisters. But we're really... *sisters.*

Jack:
Will, Will, Will, buy me a computer. I want one in tangerine to match the shoes you're going to get me later.

Will:
Jack, if I'm supposed to stay away from every guy you've ever slept with, that would leave me with... women.

[Grace is in the newspaper for interior design]

Will:
"Manhattan interior designer Grace Adler, 26 - "

[looks at Grace]

Grace:
It must've been a typo.

Will:
Mmm.

Jack:
More like a lie-o.

Karen:
Wow! That may have been the greatest day of my life. I love errands, they're like mini-adventures for undesirables.

Liz:
Okay so your half of the bill is $30.45 and don't try rounding down like my last roommate cuz that is just f-ed up.

Karen:
Well you don't have to worry about me Liz, I intend to pull my own weight around here.

Liz:
Now did you take a look at the chore wheel? Cuz you're in charge of emptying the ant traps and organizing the CD tower.

Karen:
Wow, how did I go my whole life without ever learning any of those words?

Liz:
Karen. you shouldn't of bought this cheesecake; I'm like totally eating healthy this week. Ugh! Cut to me eating this whole cheesecake.

Karen:
Oh Liz, I love when you do "cut to me".

Liz:
Everybody does.

Karen:
[pulling out a jug of wine] Oh Lizzy, I rented us a video.

Liz:
You are gonna get me into so much trouble.

Karen:
If you're lucky!

Liz:
You're crazy!

Karen:
Like a fox!

Liz:
I doubt it!

Karen:
You wish!

Liz:
Don't I ever!

Karen:
You and what army

[Karen laughs]

Karen:
Oh, Lizzy!

Liz:
So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered and I couldn't really afford it on my own. So what's your story?

Karen:
Since my marriage ended I've been living at The Palace and even though I've made a lot of swell friends... it's lonely.

[Karen tries to pour a soda into a glass without opening it]

Karen:
I want a real home, with real people. I mean you're real, right?

Liz:
[Liz opens the soda... Karen looks in awe as she pours the soda] Super real. So, okay, true or false? I'm easy to live with.

Karen:
Um, true.

Liz:
False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.

Karen:
You're in music?

Liz:
I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on tv. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"... [She pauses] "The 90's"...

Karen:
Well I can see why you'd want ot keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.

Liz:
You should know that I like things done a certain way; just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.

Karen:
Um, Liz, I know we haven't known each other very long but I think that you might be just about the most interesting person I've ever met... I could learn tons from you.

Liz:
Okay, okay, true or false... I think you're great?

Karen:
Um, false.

Liz:
True!

Karen:
Oh, this game is so hard!

Jack McFarland:
[Bonnie and Jack have just met, and are the biological parents of a son, Elliot. After seeing Elliot in a flambouyant haircut, Bonnie has forbidden Jack to see him] I'm just gonna take my gay self, live my gay life, and have a gay old time.

Bonnie:
What are you doing? What is that?

Jack McFarland:
Oh, come on. The whole reason you don't want me to see him is because you have a problem with gay people.

Bonnie:
No, I don't.

Jack McFarland:
Yes, you do.

Bonnie:
No, I don't.

Jack McFarland:
Yes, you do.

Bonnie:
I'm gay, Jack.

Jack McFarland:
No you're not.

Bonnie:
Yes I am. I'm gay.

Jack McFarland:
Prove it! Say something lesbionic!

Bonnie:
Home Depot.

Jack McFarland:
k.d. lang, you are a lesbian!

Jack McFarland:
Hi, what's new? Oh, really? That's good, that's great. You guys work hard. You deserve it.

Jack McFarland:
What's new with me? Not too much. Lookin' good, smellin' good. If I weren't so busy, I'd date myself.

Grace Adler:
Ok, I read about this. You're never supposed to wake them.

Jack McFarland:
What's new with my son, Elliot? You ask? Oh, boy?

Elliot:
Hey, how ya doing? I'll call ya - or not.

[Grace and Will are arguing about their lifestyles]

Will:
You're about as Jewish as Melanie Griffith in A Stranger Among Us.

Grace:
Well, you're about as gay as Tom Selleck in In and Out.

Will:
I am plenty gay.

Grace:
When was the last time you had same sex sex?

Will:
I'm choosy.

Grace:
Oh, you're straight, go watch a basketball game.

Grace Adler:
Well, I got it out.

Will Truman:
Yeah, by vandalism, theft and yelling. The three pillars of Kabbalah.

Jack McFarland:
[about Leo] I don't even know how to act around them. Do I like him? Do I hate him? Do I have an accent?

Karen:
[to Val, in reference to Grace's designing ability] This woman has more talent in her little-boy breasts than you have in your whole body.

Barry:
Check out those abs. Aren't they fabulous?

Will Truman:
Was that...

Jack McFarland:
I think it was.

Will Truman:
Baby's first "Fabulous"!

Barry:
Judy, Barbra, Liza, Bette. These are names I shan't forget.

Karen:
Hey, guess what, good news! We're not mad at each other anymore because I've forgiven you!

Jack:
Interesting because I haven't forgiven you...

Karen:
So what's your point? Oh alright, I'm sorry. There we're done. Let's go get French Tips

Jack:
Karen, I am not a lightswitch that you can just apologize to and expect me to forgive you. [Jack thinks about what he just said. Audience laughs] My emotions are much more complex than that, I I need time to heal. I don't accept. [Jack walks away]

Karen:
What? You don't what?

Jack:
I said I don't accept!

Karen:
I don't think you understand what just happened here. The only other person I've apologized to was my mother and that was court-ordered... So please accept my apology in the spirit it was intended or I'll kick you in the gentles.

Jack:
No. Now be gone before somebody drops a house on you!

Karen:
Up yours, Dorothy.

Jack:
Well, you tan and freckle!

Will:
Ow!

Grace:
What?

Will:
Could we talk about your toenails?

Grace:
I'm sorry. I'll cut them.

Will:
Don't you need them for tree climbing and warding off predators?

Jack:
Mipanko.

Grace:
Thank you. That feels good. Who are you?

Mipanko:
Mipanko... like the candy treat.

Grace:
[Grace and Will are watching Karen flirt with a guy] Aw, look at her all nervous and shy. Like a teenage girl.

Will:
Yeah...'Are You There God? It's Me, Satan.'

Karen Walker:
Hit the road, you syphilitic toad.

Lyle Finster:
Karen, if there's one thing I will not tolerate, it's rhyming insults.

Lorraine Finster:
Sow.

Karen Walker:
Cow.

Lorraine Finster:
Runt.

Lyle Finster:
Stop it!

Lyle Finster:
[When getting Rosario's attention] Manuel

Jack:
I've got the Evian flu! [pause] I shared a bottle of water with a stranger at the gym.

Will:
That's my Grace. You're a good person. Just like Jake Gyllenhaal. I don't know, sometimes when I look at my screen saver, I think... 'Yeah, you're thinking about me, too.'

Grace:
You know, I used to feel that way about Sarah Jessica Parker. But then, we shared an elevator ride together and she poked me in the boob with an umbrella and didn't apologize.

Will:
Were you trying to hug her?

Grace:
That's not important.

Karen:
So has Grace met your new fella?

Will:
Not yet.

Karen:
Then how do you know if you like him?

Will:
Oh my God! Even now as I'm saying this I realize it's true.

Tom:
[about Karen] You know, I'm sure she's a good assistant, but when I called earlier she answered "Beverley Leslie is a homosexual".

Jack McFarland:
[when Beverley approaches him] Beat it, homo!

Karen Walker:
'k guys, where's Jack? We got to move this along. I got Stella McCartney meeting me at the manse for a fitting and I want Rosario to slaughter a chicken in front of her.

Karen Walker:
It's fun to mess with vegans.

Marilyn Truman:
Oh Grace, have you seen this new show "Desperate Housewives"?

Marilyn Truman:
My friends and I play this drinking game when we watch it. You know, one shot every fives minutes.

[Will and Grace are in Val's apartment, looking for Grace's missing music box.]

[Val enters.]

Val Bassett:
Hey?

Will Truman, Grace Adler:
Surprise!

Val Bassett:
What are you two doing here?

Grace Adler:
Um, uh - we thought you had a gas leak.

Val Bassett:
Then why did you yell, "Surprise"?

Will Truman:
Well ... we didn't say it was a nice surprise.

Jack McFarland:
Oh hey, lady la-la. What are you doing in here?

Karen Walker:
Oh, Stan's been socking down the herbal Viagra again, and this is the only room in the house he doesn't know about. Shh. Don't tell him.

Jack McFarland:
Karen, guess what. Tonight I met the One. The man I wanna spend the rest of my life with.

Karen Walker:
Hey! There is only one man in your life. And her name is Rosario, and don't you forget that.

Jack McFarland:
His name is Bill. Look. [Takes out a piece of paper] And he gave me a picture of himself. [Gives Karen the flyer] Isn't that a great idea? I'm gonna start passing out pictures of myself to people I meet at clubs.

Karen Walker:
Did you even read this?

Jack McFarland:
Well, I read the picture. And it said, "Mommy, mommy, give me some of Jack." Ah!

Karen Walker:
He is the head of some group called "Welcome Back Home."

Jack McFarland:
Well, I'm sure it's a typo. He must mean, "Welcome back, Homo."

Karen Walker:
[reads from the flyer] "It's never too late to get back on the straight and narrow"? Honey, this is a cult! Yeah! Like the Moonies or the homeless. Yes. They're trying to make gay people straight! Good Lord! Don't they know what that'll do to the fall line?

Jack McFarland:
"We noticed your homosexuality. Make the choice to be straight. Gay is not the way"? Jennifer Jason Leigh, these people are freaks!

Karen Walker:
Yes. And it looks like your new sweetie has turned his back on homosexuals. And not in the good way. [Turns to look up at the cross hanging above Rosario's bed] No. Don't listen.

Jack McFarland:
Well, Bill is not straight. I mean, look at us, Kare. We're lovers. [Jack puts Bill's photo next to his face]

Karen Walker:
Lord. I wonder if Stan's exhausted himself on the body pillow yet.

Jack McFarland:
Wait! They're having a meeting tomorrow and we have to go. What this organization is advocating is morally wrong, and it is my responsibility to shine the mirror of truth upon them.

Karen Walker:
Honey...

Jack McFarland:
Okay, I just wanna make out with Bill.

Karen Walker:
Okay.

Jack McFarland:
He's so cute, isn't he?

Karen Walker:
I know, I know, honey, but it's a waste of time, all right? It's like exercise or reading to your kids. The man thinks he's straight.

Jack McFarland:
There are no straight men, only men who haven't met Jack.

Karen Walker:
Yeah, well you can count me out. If you think I'm gonna spend my Sunday morning with a bunch of self-loathing closet cases...

Jack McFarland:
You'll get to be a lesbian.

Karen Walker:
Wake me by 11:00.

Bill:
Man, that was a great game. [turns off the television]

Jack McFarland:
Yeah. So, wanna hit the showers?

Bill:
What?

Jack McFarland:
You know, like they're doing. [Gestures toward the television]

Bill:
Jack, I don't think that's appropriate.

Jack McFarland:
Whaddya talk? It's just a couple of naked straight guys soaping each other down.

Bill:
Okay, I... I have to say something here. The back-slapping and the head-rubbing was one thing, but the ear-blowing and the butterfly kisses are not standard NBA practice. And now this shower thing.

Jack McFarland:
What are you implying?

Bill:
You're coming on to me.

Jack McFarland:
What? I am shocked and appalled. But are you interested?

Bill:
You think that you can just come in here and use this group, this group that puts people back on the path of righteousness, as some kind of dating service?

Jack McFarland:
I just need a yes or a no.

Bill:
No! And I want to make something crystal clear to you and to everyone else in this room. [to the group members] Excuse me. We are here to lead normal, heterosexual lives. Man and woman are meant to be together. So anyone here who has a misguided notion that Welcome Back Home is some kind of a - a gay pick-up joint, you can just leave right now. [everyone but Bill, Karen, and Jack leave]

Karen Walker:
Well, look at 'em go. I haven't seen a stampede like this since Pamplona. Oh, my god, listen to me. I'm a funny lesbian. I'm Ellen! [Karen leaves]

Bill:
[Bill looks at Jack] Well, as long as it's a heterosexual soap-down.

Jack McFarland:
Attagirl. [Bill and Jack start to leave together]

Jack McFarland:
Hey, what's in the bag fag?

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

Rosario:
[about Jack and Karen] My God it's like Dumb and Drunker

Karen:
Don't you just love our "Ro Ro!" Let's tickle her!

Grace:
I hate men

Will:
Good, more for me.

Jack McFarland:
I b*tch slapped the law and the law won.

Will Truman:
There's the fridge. Get a lemon and rub it on your head.

Grace Adler:
I don't like the way she's so chummy with your husband.

Karen Walker:
Please don't refer to him as my husband.

Grace Adler:
All right, fine. I don't like how chummy she is with your non-romantic life partner.

Karen Walker:
Also bad, so please stop, ok? I'm glad he has a new friend, especially since I'm so busy.

Grace Adler:
Your sexless lover!

Karen Walker:
[Answering the phone] Grace Adler Designs.

Will Truman:
[Into the phone] Hi, Karen.

Karen Walker:
Grace, the reason you're not in a relationship is on line one.

Val Bassett:
Aww... I like that little bra that you're wearing.

Grace Adler:
Aww... and I liked your split-pea soup.

Val Bassett:
Well, thanks.

Grace Adler:
I got a little taste when you shoved my face in the rug.

Will Truman:
[Grace and Val are rolling on the floor, fighting] Once again, girl-on-girl action, and it's totally lost on me. Hey. Hey! Gabrielle, Xena, break it up! [Will pulls the two girls apart] What is going on?

Grace Adler:
She started it.

Val Bassett:
You did.

Grace Adler:
Nuh-uh!

Will Truman:
Ok, ok! "Nuh-uh" was just uttered by an adult. You're both taking a time-out. Go to your corners. Go on.

Val Bassett:
[to Grace] B*tch.

Grace Adler:
[to Val] Psycho!

Karen Walker:
Honey, you know, whenever I get stressed out, I always like to...

Grace Adler:
[pause] You always like to what?

Karen Walker:
Gosh, I don't think I've ever been stressed out. I mean, why would I be? I got practically no responsibilities, my job's a breeze, and I got a killer rack! Good morning! Ha ha ha ha! Oh... Whoo!

Grace Adler:
Aww... You know, when you just said that?

Karen Walker:
Yeah?

Grace Adler:
You got the cutest little wrinkles right there. [Pointing to Karen's face]

Karen Walker:
What? Where? [Looks in mirror]

Grace Adler:
You feel that? That's stress.

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

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

Jack:
I b*tch-slapped the law, and the law won.

[On seeing Jack in an orange jump suit and carrying a garbage bag]

Will:
And they say Tinky Winky was the only gay Teletubby.

Grace:
[running by] Hi Jack. Bye Jack.

Jack:
Dad, was that you?

[Grace and Val fight]

Will:
Once again, girl on girl action, and its totally lost on me.

Will Truman:
[Grace and Val are having a fight on the floor] Ok girls break it up.

Grace Adler:
[Grace kicks out and hits Will] Sorry.

Will Truman:
[Will falls to the ground holding his groin] Oh! My globes! My precious globes!

Karen:
Hey Poodle.

Jack:
Who's your daddy?

Karen:
You are.

Grace:
[On: Will & Jack's friendship] I just don't see how anyone could subject themselves to that kind of abuse on a daily basis.

Karen:
[Karen enters] Honey, your new dump smells like cat pee.

Grace:
...Never mind.

Will Truman:
What is that smell?

Grace Adler:
Why do you always look at me when you say that?

Karen:
[Karen is assisting Grace's design seminar. She leans back in her chair and puts a "sexy" voice and face on]

Karen:
Mastaba....

Karen Walker:
[after giving Grace advice] Lord, that was exhausting. I am assisting my ASS off!

Grace Adler:
Karen?

Karen Walker:
Yeah?

Grace Adler:
Why do you want to work for me?

Karen Walker:
Well honey, because I adore you. And because I always work before I marry money... I joke, of course I mean Stan. I joke, of course I mean money! Hahahahaha...

Will Truman:
Jack, she's just doing her job. I think that's the first time I used the words "Jack" and "job" in the same sentence without "needs to get a" in between.

Jack McFarland:
Ellen can you bring in Will's denial's file he has something to add.

Jack McFarland:
Women, you can't live with them, end of sentence.

Grace Adler:
Karen the first three letters in assistant spell ass, so get off yours!

Will Truman:
Are you ready for a bag full of happiness, and I am not talking about your stoner days.

Will Truman:
Jack! I have better things to do than go through every little meaningless job you've ever gone through because of a cute boss or I don't know, a good couch in the men's room. So will you just give me some space!

Jack McFarland:
And so ends a scene from 'Mr. B*tch Goes to Washington!' [Jack applauds him]

Karen Walker:
Men hate change.

Grace Adler:
Well, usually, you can't lump Will in with other men, he's...

Grace Adler:
Oh, honey, come on, gay, straight, bi, Thai, they don't like change.

Grace Adler:
What is that? Like an Upper East Side Haiku?

Grace Adler:
We're just like fifty men and a mirrored ball away from being a gay disco.

Jack:
Women, can't live with them... end of sentence.

Will:
Jack, I'm trying to do my job. Yeah, now that's the first time I've ever said 'Jack' and 'job' in a sentence without 'needs to get a' in between. I'm sorry. Grace is upset with her bathroom.

Jack:
Yeah, cause it's too small for her. It's too small for Malibu Barbie. Will, why don't you just share your bathroom. Ya know, I think that's the first time I've said 'Will' and 'share' in a sentence without 'doesn't know how to' in between.

Karen Walker:
Hey, Wilma, I need your help.

Karen Walker:
Remember Lorraine Finster? The dame who stole my husband and tried to bump me off. Well, I think I found her. Private Dick said he dug up an L. Finster and the Hotel Knickerbocker. C'mon, let's go down there and give her the what for.

[later, after taking Will's mum's pain killers]

Karen Walker:
Enough with that. Remember Lorraine? The husband who stole my dame and tried to bump me off. Private Knickerbocker says she's at the Hotel Dick. Let's get her.

[still later]

Karen Walker:
Oh enough with that. Jackie, I need your help. Remember Lorraine? The dame who stole my bump and tried to husband me off. Well, the Finster Hotel is Private Dickerknockers. Wanna come?

Karen Walker:
Do you want my top on or off?

Lyle Finster:
Well, I'm a gentleman so why don't you keep it on and I'll rip it off?

Karen:
I'm gonna be so mad when my mood elevators wear off!

Fanny Lieber:
I love fags, I married three of them.

Grace:
Why can't [Karen] see how fantastic you are?

Leo:
Wait a minute, you're concerned about the opinion of a woman whose pet peeves are sobriety and kindness.

Leo:
You guys kiss way too much.

Jack McFarland:
Are my khakis done? You know what they say, a wrinkled ass is the devil's playground.

Karen Walker:
Beverley Leslie with your pants so tight, won't you be my partner tonight?

Beverley Leslie:
Ooh, I would be honored.

Will Truman:
Mom, I'm worried about you. You're sitting here alone in the dark. You-your ornamental gourds are all askew. And - And are you not wearing a bra?

Marilyn Truman:
Oh, I have it on. It's just around my waist. I'm hungry. I'm gonna go get the rest of that sandwich out of my bed.

[all singing]

Will Truman:
Mamma Mia, here I go again.

Jack McFarland:
My, my, how can I resist ya?

Marilyn Truman:
Mamma Mia, does it show again?

Will/Jack/Marilyn:
My, my, just how much I missed ya!

Judith McFarland:
[to Jack] The man you thought was your father, isn't really your father.

Will Truman:
This is like watching "Gays of our Lives".

Grace:
Ok, here's the Thanksgiving menu so far: apple pie, pumpkin pie, blueberry tart, and ice-cream roll. What am I missing?... Cake. We need cake.

Will:
Did you take a bong hit before you wrote that?

Grace:
Hmmm. Well, you've come on a good night. Jack's mother is going to be joining us, and she doesn't know Jack's gay.

Karen:
How could she not know? What is she, headless?

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

Mrs. McFarland (Jack's mom):
[to Jack] Well, you always were very fond of the nursery rhyme, 'Rub-a-Dub-Dub, Three Men In A Tub.'

[Will and Grace are both very hungover]

Will:
How awesome was last night?

Grace:
Totally awesome. Oh, my God. When did I get my nipple pierced?

Will:
[looks down her shirt] That's your earring.

Grace:
So, what time are we supposed to meet with them tonight?

Will:
Midnight.

Grace:
They are so cool.

Will:
I hate them.

Grace:
Me too. Let's just tell them we're not going tonight.

Will:
Why are you yelling at me?

Stuart Lamarack:
[to Will] I want to sell it all. Don't wanna invent stuff no mo'. Just wanna sit back and count my moneys. "My Preciousss..." [Will laughs nervously] See, you got that 'cause you saw it.

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

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

[Vince is in the shower]

Grace Adler:
[knocks] Vince, hurry up! [to Will] Your boyfriend's been in the shower for 20 minutes. All the cops you could've dated, and you hook up with Dirty Mary?

Will Truman:
Grace, he's a gay Catholic - he may never feel clean.

Grace Adler:
You have had some lousy birthdays. Remember when we went to see James Taylor, and that drunk roadie peed on you?

Will Truman:
Ironically, during "Shower the People".

Will Truman:
Whoop-de-freaking-doo!

Vince D'Angelo:
[storms into the apartment; Will wants to say something] Wait, I memorize this and I gotta get it out: My shift is over. Here's the key to my apartment.

Rosario Salazar:
I'd wring her neck but I don't want to be standing in a puddle of gin.

Grace Adler:
I have something special planned tomorrow night.

Jack McFarland, Karen Walker:
Yay!

Grace Adler:
Leo and I are having dinner.

Jack McFarland, Karen Walker:
Boo!

Grace Adler:
His ex-girlfriend is also coming over.

Jack McFarland, Karen Walker:
Yay!

Grace Adler:
But I'm OK with that, so there's not going to be any drama.

Jack McFarland, Karen Walker:
Boo!

Grace Adler:
How could I fall in love with your kebabs? I've never had them. Diane had your kebabs, but apparently I wasn't good enough for your kebabs.

Leo Markus:
Wait. Why do you care that Diane's had Will's kebabs, but you don't care that she's had mine and I've had hers?

Jack McFarland:
Silly, Diane is a girl. She doesn't have kebabs. She has a ka-gina!

Karen Walker:
And nice ka-tits.

Grace Adler:
I'm not jealous. And I'll tell you why I'm jealous. Because I'm not jealous!

Leo Markus:
You're not making any sense.

Grace Adler:
Oh and all of a sudden you're the president of things that make sense?

Karen Walker:
Honey, we got you a dog.

Leo Markus:
A dog?

Karen Walker:
Yeh.

Leo Markus:
I've always wanted a dog.

Leo Markus:
And I still do. This looks like something a dog coughed up.

Grace Adler:
I'm not mad. And I'll tell you why I'm mad. Because I'm not mad!

Will Truman:
You're not making any sense.

Grace Adler:
Oh and all of a sudden you're the vice-president of things that make sense?

Will Truman:
Why vice-president?

Grace Adler:
Because, Leo's president. Deal with it.

Karen Walker:
I like you. Wanna make out?

Diane:
I like you too. Let's see how the evening goes.

Leo Markus:
So, you and Will, huh?

Diane:
Yep. Me and Will.

Leo Markus:
And, uh, me and you.

Diane:
Yeh. Me and you. And, maybe later, me and Karen.

[Karen gestures 'thumbs up' and nods]

Grace Adler:
[returning from first class] You will not believe this: Leo is in first class.

Will Truman:
Leo DiCaprio is in first class?

Leo Markus:
I stood behind Julie Andrews in a book store once. Between you and me, she looked a lot more 'Victor' than 'Victoria'.

Karen:
[On the telephone at work] You're a wicked little schoolboy to be talking to me like this at work. I'm going to make you stay after school and bang the erasers. [Will and Grace walk in]

Karen:
Okay, you like it rough, don't you, you dirty little monkey? Yeah, next time I see you, I'm going to bend you over my knee... [looks up at Will and Grace] Oh, crap, I've got to go. Mom and Mom are home.

Will:
[to Grace] Now we know how she's making that extra $2.95 a minute.

Grace:
I mean, can you imagine me in a three-way? [Will and Karen laugh]

Karen:
Honey, I can barely imagine you in a two-way.

Grace:
Come on, it's not outside the realm of possibility.

Will:
Grace, I can see me in a three-way. I can see Karen in a two-way.

Karen:
Oh, honey, every night with Stan is a three-way: him, me, and Johnny Walker Black. Just the three of us.

Will:
But you're just not that girl.

Karen:
[laughs] No way. No how.

Grace:
Hey, I have been know to get a little crazy in the boudoir. Some might even call me... kinky. [Will and Karen laugh hysterically]

Will:
Sweetheart, people who are kinky never use the word "kinky".

Karen:
And who the hell says "boudoir"? "Hey, look at me. I'm kinky, and I'm in the boudoir."

Will:
[sees Jack at the Banana Republic] Hey, I just received a message saying that you have a new job, and you're going to buy *me* dinner. There's, like, eighteen things wrong with that sentence.

Jack:
Will, the Banana has changed my life. It's all about the Banana.

Will:
Hasn't it always been?

Grace:
Nicholas, I'm so embarrassed. If I had known that kiss before was just a "hello" kiss, I would have used a lot less tongue. See, when you called, I thought you wanted to get together to do what we get together to do.

Nicholas:
That's right.

Grace:
But you have a girlfriend now.

Nicholas:
That's right.

Grace:
Okay, I guess I'm a little dense, because, I mean, you can't have sex with me and your girlfriend at the same time.

Nicholas:
*That's* wrong.

Grace:
[pauses] Oh. Oh, but... [covers her mouth] *Oh!*

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

Jack:
[to Will over the phone before Will comes out] Well, if you're wanting to make muskrat love with your girlfriend, why are you on the phone with me?

Will:
[silent]

Jack:
Yeah. I thought so. You're my new best friend; call me every five minutes!

Jack:
[to Will, trying to get him to admit he's gay] You're Marvin Gay! And let me tell you, ain't no closet big enough!

Will:
Hey, Rob, tell me, does my butt look huge in these jeans?

Rob:
I don't know.

Will:
No, seriously, am I shaped like a pear?

Rob:
Dude, I'm a guy, I don't know. Just get some pants that fit and leave me alone.

Grace:
[right after Will comes out] "Hindsight"? Is that one of your gay words?

Will:
[after telling about how he and Grace got in a fight when he came out] Then we didn't talk for a year.

Pam:
Wow.

Karen:
Yeah. Good times.

Jack:
Tom's queer, dear.

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

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

Grace:
[when her mom tells her that Will can't sleep in her room] Mom! This isn't fair!

Bobbi Adler:
Well neither is my cottage cheese ass!

Grace:
Why is that your answer to everything?

Grace:
[as Karen is showing her breasts to a woman] Karen, what are you doing?

Karen:
She started it.

Grace:
Karen, she's breast feeding.

Karen:
Oh... That would explain the little bald man.

Will:
Me? I'm not gay.

Jack:
Well, this well-worn copy of the Dreamgirls soundtrack begs to differ.

Bobbi Adler:
Oh, and Will, always light matches in the bathroom after poopie-doops.

Jack:
Yeah, guys our little Pammy's in a pickle, and, uh, shouldn't we help her find her way back to a place called hope?

Karen:
Honey, she's wearing synthetic plaid. It's a four day drive and a boat trip to a place called Hope.

Pam:
Do you think that men can't be trusted?

Karen:
Honey, I've always said, if your genitals are on the outside, you're hiding something on the inside.

Karen Walker:
Hey, what happened to Grace and that foreign guy she's been hanging around with?

Will Truman:
Leo, great. And Grace, best of luck.

Grace Adler:
Best of luck? Well thanks for coming to my Bat Mitzvah, Uncle Hochum! Have a safe drive back to Siaset!

Karen Walker:
I don't know what half those words meant.

Jack McFarland:
[nods] Me either.

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

Karen Walker:
I tripped okay?

Jack McFarland:
Um, look, Leo, I know you're new here, and, um, we don't want you to think we're really cliquey and don't let anyone in our little group, but, um, well, we're really cliquey and we don't want anyone in our little group.

Karen Walker:
So, if you want to break into the fag four, this symbol of gay oppression has got to go.

Karen Walker:
Honey, this is me you're talking to. Carol!

Karen Walker:
Karen!

Grace Adler:
Oh, that's pretty!

Bobbi Adler:
so, Where are you kids going on your honeymoon?

Grace Adler:
We haven't really talked about it yet.

Eleanor Markus:
Oh! You should take her to your cabin.

Grace Adler:
You have a cabin?

Leo Markus:
Yeah, I go there to fish.

Grace Adler:
You fish?

Leo Markus:
Mm-hmm. I learned in Africa.

Grace Adler:
You were in Africa?

Leo Markus:
Yeah, when I was with Doctors Without Borders.

Grace Adler:
You were with Doctors Without Borders?

Rosario Salazar:
Have you two met?

Will Truman:
Hey, hey. Let's give the newlyweds a break here. I'm sure they know all the important stuff. Like favorite song. [Grace and Leo look blank] Favorite movie. [Blank looks again] Birthdays? No? Ppf. Doesn't matter. [WILL TURNS AWAY, MOUTHING "WOW"]

Eleanor Markus:
Don't worry, Grace. Marvin will fill you in on all that stuff.

Grace Adler:
That's right, Eleanor. Who's Marvin?

Leo Markus:
[laughs] That'd be me.

Grace Adler:
Your name is Marvin?

Leo Markus:
[awkward smile] yeah, yeah. People always call me "Leo"... 'cause my name's Marvin.

Jack McFarland:
[laughs with a mouthful of cake] You just married a guy, and you don't even know his name?

Grace Adler:
I don't know your name?

Leo Markus:
Come on, my first wife didn't have a problem with that. Huh? [LAUGHS]

Grace Adler:
You were married before?

[after dinner]

Will Truman:
Jack, Karen, seconds? Grace...forths?

[after Will says he can't represent Karen as her attorney]

Karen Walker:
That's alright. I'll find another lawyer...a better lawyer...a gayer lawyer!

Will Truman:
Good luck finding that.

Jason Towne:
[tosses cash on table in front of Karen] Get yourself a bikini wax - I like a clean workspace.

Karen Walker:
You're canned, Soup.

Karen:
[to James Earl Jones] Would it be too forward if I asked you to lift me above your head?

James Earl Jones:
Like I need this crap in my age, I've got Darth Vader money!

James Earl Jones:
I was once sitting in an acting class between Marlon Brando and Shelly Winters!

Karen:
Honey... no offense, but how did that bench not break?

James Earl Jones:
How do you know it didn't? [laughs, evilly]

Karen:
How did you hurt your back? Running away from good taste?

Karen:
Wow. Those football players. Their asses are so high.

Will:
I'm hungry.

Grace:
I'm thirsty.

Karen:
I could hump a tree.

Grace:
Hey, are you really thinking about having sex with someone?

Karen:
For god's sake, IT'S NOT GONNA BE WITH YOU!

Will:
WASP dysfunction. Ya can't see it, ya can't talk about it, but ya know it's there.

Grace:
Kind of like a fart in church.

[to Will]

Jack:
You're the quarterback and I'm just the slutty cheerleader with the nice rack.

Jack:
[singing] Hey, mon fr?re, if your derriere could use a little cush, no need to pout, the word is out. It's Jack's Subway Tush.

Will Truman:
Well maybe during lunch, you know when he finds out that McFarland can't afford the McNuggets...because he's a McLiar.

Alex:
So... what kind of law do you practise?

Jack McFarland:
I don't practise... I just do.

Karen Walker:
[Karen and Grace are setting up Grace's Exhibit at the Sublime Design Showcase] Well, I... [Tripping on rocks] You know what those rocks need? A little scotch.

Will Truman:
Look, you're being ridiculous. She didn't do anything, except go "aah!"

Grace Adler:
Oh, don't you dare mock the "aah!"

Will Truman:
I have no connection to the "aah!"

Grace Adler:
You resent the "aah!" You fear the "aah!"

Will Truman:
Peace, oneness. Ohmmmmmmm!

Grace Adler:
Thank you. Ohmmmmmmm!

Will Truman:
Let's go hommmmmme.

Grace Adler:
Why hommmmmmme?

Will Truman:
There's a rock in my bummmmmmm!

Grace Adler:
At least it's not your thummmmmmb!

Will Truman:
Now it's going nummmmmmmb!

Grace Adler:
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 whup-ass

Grace Adler:
You know, I can't... There's no... It won't... I'm sleeping... Wake me... NEVER!

Grace:
[to the new house keeper when she shouts at her] At least Mary Poppins did it with a song and a dance - you're like a spoonful of whoopass."

[Trying to start up her Uncle Jerry's old car]

Grace:
Okay, here we go... that's weird. Will, what do you think is wrong?

Karen:
Oh, my God. She just asked a Fairy an engine question. We're all gonna die in this car.

Will:
Karen, you're not going to die. It would take a silver bullet and a wooden stake to do that.

Jack McFarland:
You're into gay porn, right?

Grace Adler:
Who isn't?

Vince D'Angelo:
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.

[Rosario is in a wedding gown]

Rosario:
This is so stupid. I look like a pinata.

Karen:
Yeah, and if I had a stick I could watch all of my money fall out.

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

Karen:
[condescendingly, with descriptive hand gestures] Sit-o down-o. Try not to talk-o.

Rosario:
[first words Rosario ever says on the show] Do you hear how she talks to me?

Jack McFarland:
Just be grateful you have a divorce to talk about. Gays aren't even allowed that right. That's why I'm voting for Jim Carrey. [Confusing Jim Carrey for John Kerry, who ran for President in 2004]