- 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.
- 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 and Jack have been seeing Vince at a grocery store with another man, Dennis, and think he's cheating on Will; they don't know that he was fired and now works there, and that Dennis is his boss]
- Jack: [to Vince] We know what's goin' on.
- Grace: Yeah, we know your filthy secret.
- Dennis: Vince, I want your ass in aisle five.
- [Grace gasps]
- Dennis: And bring the mop.
- [Jack gasps]
- Jack: Oh, my God. What kind of a place is this? And why do I shop anywhere else?
- Grace: What you're feeling are pangs of guilt.
- Karen: What?
- Grace: Guilt. Oh, boy. Ok. How am I gonna explain this one? Uh... guilt is an emotion that - Ok. Jumping ahead. An emotion is something that...
- Karen: Hey, hey, hey. Come on. I know what guilt is. It's one of those touchy-feely words that people throw around that don't really mean anything... You know, like "maternal" or "addiction."
- 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 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.
- Karen: Good Lord. I can't believe I'm at a public pool. Why doesn't somebody just pee directly on me?
- 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.
- [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.
- 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.
- 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?
- 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]
- 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.
- 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?"
- [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!
- Grace: [to Jack] Today I'm handing out lollipops and ass-whoopins and right now, I'm all out of lollipops.
- Liz: So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered... and I couldn't really afford it on my own. So what's your story?
- Karen: Since my marriage ended I've been living at The Palace and even though I've made a lot of swell friends... it's lonely.
- [Karen tries to pour a soda into a glass without opening it]
- Karen: I want a real home, with real people. I mean you're real, right?
- Liz: [Liz opens the soda... Karen looks in awe as she pours the soda] Super real. So, okay, true or false? I'm easy to live with.
- Karen: Um, true!
- Liz: False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.
- Karen: You're in music?
- Liz: I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on TV. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"... "the 90's".
- Karen: Well I can see why you'd want to keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.
- Liz: You should know that I like things done a certain way, just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.
- Karen: Um, Liz, I know we haven't known each other very long, but I think, that you might be, just about the most interesting person I've ever met... I could learn tons from you.
- Liz: Okay, okay, true or false... I think you're great?
- Karen: Um, false.
- Liz: True!
- Karen: Oh this game is so hard!
- Grace: [right after Will came out] That's not a compliment! A compliment is "You're sexy. You turn me on"! not Not "One look at you and I know I'm queer"!
- Grace: [to Ellen after Will tells her he's gay] How could I not have known? He was Boy George for Halloween, he has a diffuser on his hairdryer, and he's prettier than me.
- Karen: 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 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.
- [Ellen asked Grace to baby-sit her kids but is now upset because she assumed Will would be there as well and he is out of town and she no longer wants Grace to do it]
- Ellen: You know what I just realized? Rob's sister can probably do it. She lives closer to us anyway.
- Grace: Judy? The one who has to turn the lights on 14 times or the oceans will dry up?
- Karen: Ellen, why would you leave your kids with someone who has such an important job?
- [Karen is offended because Grace said that she, Karen, could not be trusted as a babysitter]
- Grace: Look, Karen, I'm sorry, but taking care of children is a huge responsibility. It's more "Tickle Me, Elmo" and less... "Let's fill Elmo up with drugs and smuggle him across the border."
- Jack: So we need to get them back together, but how? Pretend to think, pretend to think.
- Karen: Pretend to care, pretend to care.
- Jack: Oh, I've got it. What we need is a plan. Some way to get them in the same room together.
- Karen: Oh honey, that's genius, write that down. Oh, wait, not on that, that's for Will and Grace, that's an invitation to Joe and Larry's kid's birthday party.
- Jack: Oh yeah, I got one of these too. Anyway, enough about that. We have to figure out a way to get them in the same room so they can work it out. But how? Ow, I just got a paper cut on this party invitation for Will and Grace.
- Karen: Focus. We're trying to get them in the same room together. Forget about this party they're both invited to. Now, what do they both like?
- Jack: Well, Will likes to be taller than everyone, and Grace likes to eat cake.
- Karen: Where can we take them where there'll be small people eating cake?
- [takes a sip of wine]
- Karen: Oh, shoot, I just spilled on this invitation to a child's birthday party.
- [pauses]
- Karen: Hey, are you thinking what I'm thinking?
- Jack: I don't know, are you thinking what it would be like to have Spiderman spray his web on you?
- Karen: Okay that's just freaky.
- 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.
- 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?
- [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.
- [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.
- [Lyle walks in]
- Lyle Finster: There she is, the woman who set my heart on fire.
- [Karen rolls her eyes]
- Lyle Finster: Which is a nice change, since the women I'm usually with cause a burning feeling in an altogether different area.
- Karen: Get lost, David Cop-a-feel. Just because we once made out like drunk straight girls at a frat party, doesn't mean you're wanted here.
- Grace: [to Lyle] Hi. Welcome to my office. And we usually reserve this kind of talk for casual sex Friday.
- Lyle Finster: Oh, I'm so sorry. I didn't see you there. Lyle Finster.
- Grace: Finster? Oh my God. You're Lorraine's father. You tricked Karen into kissing you.
- Karen: That's right. And it ain't never gonna happen again. No, sir. Not on my watch.
- Lyle Finster: I understand. But I only came here to return the kiss that you left on my lips.
- Karen: What? Give it back!
- [Karen jumps on Lyle and they start making out and growling]
- Grace: If you'll excuse me, I'm just gonna go in the back and gouge out my eyes and puncture my eardrums.
- Karen: Oh, no, honey, stay. I was just taking back my -
- [realizes]
- Karen: Hey!
- Lyle Finster: Karen, I'm lost without you. I've tried to fill the void with secretaries and whores, but at the end of the hour, it's you I wish I was paying.
- Grace: Really, I'm uncomfortable.
- Karen: It's never gonna happen between us, Lyle. So beat it.
- Lyle Finster: Very well. But I'll never forget you. Every mouth that I kiss will be your mouth. Every bottom that I slap will be your bottom. Every nipple that I tweak...
- Grace: Please, one of us has to go!
- Karen: Get out.
- Lyle Finster: Very well. But know this: Every vagina...
- Grace: GET OUT!