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: You need to find a better hobby than outing robots.

Will: C-3PO wasn't gay, he was British.

Jack: Women, can't live with them... end of sentence.

Grace: And I was at Bloomingdale's this morning waiting on line to buy wrinkle cream, and this Jennifer-Love-Michelle-Sarah-Felicity looking thing bumps into me and says, "Excuse me, ma'am."

Jack: For your information, most people who meet me do not know that I am gay. Will: Jack, blind and deaf people know you're gay. Dead people know you're gay. Jack: Grace, when you first met me, did you know I was gay? Grace: My dog knew.

Jack: 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"?

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: Ladies and gentlemen, fresh from 45 minutes of butt-robics, I give you my ass.

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.

Karen: Hey Poodle. Jack: Who's your daddy? Karen: You are.

(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'.

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 : 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: 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.

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.

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.'

(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.

(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: 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.

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

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.

Jack: Will, Will, Will, buy me a computer. I want one in tangerine to match the shoes you're going to get me later.

Jack: Will, I told you. You live with a hetero long enough, you're going to catch it.

Karen: It's Stan. He needs blood for a bypass. And... he needs it drawn slowly by a large pointy needle. Grace: Um... Um, I - I - I - I doubt that - that I would even match. I've got - I've got a very rare blood type. Karen: I'm sure it'll be fine. Grace: What type do they need? Karen: What type do you have? Grace: What type do they need? Karen: What type do you have? Grace: Um, AB-negative. Karen: That's the type they need.

Will: Look at this. I'll bet Courtney Love has probably peed in this very toilet. Grace: Or, at the very least, around it.

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.

Will: Did you eat salami today? Grace: No. Did you wash your face with ugly soap?

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 sandwhich in the pews 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.

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: (mimicing phone call) Hello, Day Old News? I'd like to cancel Will's Subscription. From now on he'll be reading Yesterday's Business.

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!

Karen: Sorry I'm late. Oh God, that sounded insincere... I'm late!

Jack: Haley Joel Osmet 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.

Jack: (high on coffee, and saying speedily) Hey, friends, lovers, mothers and other strangers, you are not going to believe what just 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. Huge News! I have met, are you ready for this, Mr Right, well, Mr Right Now. Good night, folks, I'm here all week, Jack 2000. He works at the Jumpin Java - you know, the 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 main point is me likey he and he likey me and the best part of schezam, he gives me free iced coffee every time I go in which is on the hour every hour, good nights and occasionally on the half hour. Ba ba ba ba ba (blows raspberry)

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: 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: That's not a complement. A compliment is 'you're sexy', 'you turn me on', not 'one look at you proves I'm a queer'.

Peter: You know, you have the most beautiful smile. Grace: Oh, it's - it's a little crooked. (smiles big) Peter: Now, so was Audrey Hepburn's. Grace: Oh, come on now. I hate my smile. (smiles bigger) Will: Well, then, stop smiling.

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 coolats? Will: Nothing crawled up my coolats. 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.

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.

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."

Grace: This would be us three weeks into marriage. 'Will, I'm having an affair'. Will: 'Me too'. Grace: 'His name's Donald'. Will: 'Me too.'.

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?

Jack: I bitch-slapped the law, and the law won.

(Karen is showing her breasts to a woman) Grace: Karen, what are you doing? Karen: She started it. Grace: Karen, she's breast feeding. Karen: Oh... That would explain the little bald man.

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.

Jack: Holy Anne Heche Laffoon he's straight.

(watching slides in her bedroom, depressed) Grace: This was my puppy, BoBo. He got run over by a truck. Lucky bastard.

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

(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.

Jack: They say Jack is a wise man, Jack is a dangerous man, Jack is a great man, no. - Jack is just a man. A man who knows men who like men.

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)

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.

Grace: (on why she should live with Will) The souper in your building calls me nice lady. Will: He calls me nice lady.

Will: Jack, if I'm supposed to stay away from every guy you've ever slept with, that would leave me with... women.

Karen: He actually expects me to live on this. Grace: Karen, I think you can learn to live on this. I mean Spain does.

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

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: 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?

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."

(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.

(On seeing Jack in an orange jump suit and carrying a garbage bag) Will: And they say Tinky Winky was the only gay Teletubby.

(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.

(to Will) Jack: You're the quarterback and I'm just the slutty cheerleader with the nice rack.

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 boobs 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.

Elliot: Hey, how ya doing? I'll call ya - or not.

(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.

(On: Will & Jack's friendship) Grace: I just don't see how anyone could subject themselves to that kind of abuse on a daily basis. (Karen enters) Karen: Honey, the new place smells of cat pee. Grace: Never mind.

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.

Grace: (running by) Hi Jack. Bye Jack. Jack: Dad, was that you?

(His promise to give Grace sperm) Will: I'm amending it. Grace: To what? Will: To "Get out of my spermatorium, you selfish lunatic".

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.

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: Men don't make passes at guys with fat asses.

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

Jack: There's a gay bar 8 miles north of here. Karen: Gaydar? Jack: Cop at the toll booth.

Jack: (to Grace) I thought you were big foot's cousin big hair.

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.

(Will, Jack and Karen are playing scrabble) Will: Spramp is not a word Jack. Jack: Yes it is. "Every morning I spramp my face with water"

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.

Will: You know, this is just like the first Christmas... except that none of us are virgins and instead of a baby Jesus we have a plate of cheeses.

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

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

(Grace visits Stan in prison) Will: Stay away from the glass, Clarice. Grace: Stop it, you promised you wouldn't do that. Will: I lied. Fssss.

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.

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) That's hysterical. Jackie what's yours? Jack: (upset) Glen 125th.

(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.

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 gay guys. (enter Jack with camera) Jack: Got you, you sick straight bastard. Grace: Jack get lost, I'm not done.

(after Jack gives him some advice) Will: Thank you, Homo-wan Kenobi.

(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...

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) Jack: See? Like I'd be stupid enough not to put film in my own camera.

(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.

(about Will) Jack: Come on, the guy has had like 5 dates in 8 years, he's like a humpback whale. Without the hump.

Grace: So, he didn't tell you and he didn't tell me. That means it's something he doesn't want us to know. Jack: Yeah, good work Nancy Drew.

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.

Karen: He saw me at the bar, thought I was a hooker... made me feel... special

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.

Karen: (looks at Grace's outfit, stares for a while) Honey... we've discussed this blouse...

(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?

Grace: Maybe you should talk to your shrink about this. Karen: (scoffs) My shrink? Honey, I just go to my shrink for refills.

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.

(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: Honey, are you still doing the law thing? Will: Honey, are you still doing the "I married for love" thing? Karen: No.

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

(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: 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: Why not help this lonely girl find her way home? Karen: Honey she's wearing a blouse made of synthetic fibre. It's a four hour drive and a boat ride home.

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.

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

Cher: (to Jack during his dream) Follow your bliss jack... Jack: (grabs one of Cher's dancers) my bliss is this way.

Dr Osher: Mrs Walker? I have some news about your husband. Karen: Give it to me straight, Doc. Am I looking at a future filled with loneliness and memories of better days, or is Stan gonna die? Dr Osher: Mrs Walker, the test results came back, and it seems your husband didn't have a heart attack at all... Karen: Oh, thank God. Dr Osher: But rather, acute angina. Karen: Heh. You've got a lot of nerve, coming on to me while my husband is dying. Wow.

(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.

(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.

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 'bitch 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.

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.

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.

(Grace has a cold sore) Karen: (to woman) What are you looking at, preggo? Haven't you ever seen herpes before? (to Grace) Karen: I tell ya, some people are so insensitive...

(Jack kisses Rosario) Karen: Oh, Good Lord. You know you shouldn't look, but there is a certain morbid fascination.

Karen: (to Grace) Oh honey, I love you like the mother I had committed.

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 bitch.

(On Karen in divorce court) Will: It's been a difficult day... watching Joan Crawford address Pepsi-Co...

Jack: Oh, Peter Paul and Mary I'm going down.

(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."

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'.

Jack: I can't take it anymore, Karen. When I put my hands on your naked body. There is no emotions or words that go on between us. I'm behaving like a straight man and it's making me sick.

(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.

(about Rosario) Jack: How dare you suggest our marriage is a sham. INS Agent: Uh, you're gay. Jack: What? A guy sleeps with guys and he's immediately pegged as gay?

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.

Jack: You're my new best friend. Call me every five minutes.

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 bitches 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.

Jack: Oh Karen, you just can't devastate me and kick me out. I'm not your lover.

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

Jack: (singing) Hey, mon frère, if your derriere could use a little cush, no need to pout, the word is out. It's Jack's Subway Tush.

(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.

Karen: How did you hurt your back? Running away from good taste?

(singing 'Wishin' & Hopin') Jack: Wishin' and a-Hopin'... Owen: Dreamin' and a-Prayin'... Jack: Lyin' and a-Cheatin'. Owen: Fatty and a-Tone Deaf. Jack: - STOP IT.

(Grace and Val fight) Will: Once again, girl on girl action, and its totally lost on me.

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

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

(about Will) Grace: Oh, my God, he's on drugs. He's doing drugs. Without me. Not that I do drugs, but I'd like to be asked. Jack: You know what else he wouldn't tell us. If he's sick. What if he needs a kidney. Oh, God, he needs a kidney. Not that I'd give him one, but I'd like to be asked.

(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?

(Will, Jack, Grace, and Rosario are placing a bet at the hospital) Will: No, we're not being gross. Besides, it's either this or 15 hours of reading Highlights magazine. I mean, really, how many times can you find a toaster in a tree?

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.

(Jack is going to work for Grace until Karen returns) Will: Oh, you girls are going to have a ball, braiding each other's hair and talking about boys and doing the Cosmo quiz. Jack: Oh, you mean, like, "How To Tell If Your Best Friend's a Bitch?" Yeah, I already took it. You are.

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.

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.

(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.

(Grace has to get her blood drawn by a very young nurse) Grace: Whoa, whoa, her? Isn't there someone who's a little more... experienced? Someone who didn't drive in on a Big Wheel? Nurse Trainee Pittman: Oh, I don't drive. I keep taking the test over and over, but I'm all, "This is hard."

(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?

Bobbi Adler: I listen. Grace: You're a mother. You're not supposed to listen. Bobbi Adler: Then what do you want me to do? Grace: I don't want you to fix me up. But I want you to want to fix me up. I just don't want you to want me to want to go out with the guys that you want to fix me up with.

(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.

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.

Karen: I didn't know there were actually people named Ira. Grace: I don't know if there are people named Ira either, but that was his name.

(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 boobs 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 boobs 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.

Nathan Berry: I really wanted to get my parents a very special gift for their anniversary, but I think cash is so much more personal.

Karen: Honey, why don't you join Jackie and me in my suite at the Palace Hotel, huh? It's going to be a real old-fashioned Christmas. The stockings will be hung by the chimney with care and I'll be stinking drunk.

(Karen is on the phone with Rosario) Karen: Rosario, take the kids to the toy store. El toy-o store-o. (Will walks in) Karen: Will, I'm glad you're here! How do you say toy store in Spanish? Will: Tienda de jugetes. Karen: F.A.O. Schwartz-o. Hola! (Hangs up.)

Jack: So, going on a date with you lover? Will: He's not my lover. He's my mother's denist's bridge partner's son, which makes me... a loser. Jack: Wait a minute... Yeah, that's what I get too.

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: 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?

(Grace is explaining to Karen about how bad her new boyfriend, Leo, kisses) Karen: Honey, what is the problem? It was just a kiss. Grace: Oh, no, no, no. You don't understand. It was a really good kiss. Karen: (scoffs) Yeah! Show me. Grace: No. Karen: Show me! Grace: No! Karen: Come on. We're both stoned. Grace: Forget it. Karen: Shut up and show me. (Grace grabs Karen and kisses her for 15 seconds) Karen: Yeah, you're screwed.

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 boobs 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.

Bobbi Adler: Grace, honey. I want to do something nice for Will and Jack. Do the "boys" still like Judy Garland? (strikes a Judy Garland pose)

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!

Nathan Berry: Are you a big game-player? Will: Oh, yeah! I'm a big game-player. One of my favorites is the being-nice-to-waiters game. If you win, you get to not go to hell.

(Grace is upset because she thinks Will is selling out to make more money) Will: I'm just trying to do whatever it takes to make my business go from here (holds his hand high) to here (moves it lower) . Grace: Yeah, and as a result, your morality has gone from here (high) to here (low) . Will: It's funny. My interest in this conversation just went from here (low) to here (floor) ! Grace: And your lips can go from here (his mouth) to here (her butt) .

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.

Bobbi Adler: (Bobbi waltzes into the apartmant puts her foot up on the couch) Look, no panty line because: no panties!

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

Bobbi Adler: Oh honey those shoes Will: How could I forget the shoes?

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...

Will: (comes back to the hotel after ditching Karen and Jack) Oh good, the food is here, I'm starving. Jack: Hey, Rudeness Giuliani. You can't just come back here and expect us to forgive everything. We are not sleeping together.

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.

(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?

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.

(Owen has just interrupted Jack's solo) Jack: Uh, excuse me. As Aretha said to Gloria, Celine, Shania, and Mariah during Divas Live... (in an Aretha voice) "Are you trippin'? No one interrupts the Queen of Soul, bitch. OK?" Owen: Well, I believe she also said, "Hey, Cuba, Canada, Cowgirl, Crazy, get out of my light and away from my snacks, bitch."

(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.

Karen: Your play stinks. Jack: Which pages? Karen: Uuuh... The ones with words on 'em? Karen: (reads) "Come to me Tonga, and let us make love on my house boat!" Jack: Karen, it's a Caribbean fantasy... Karen: It's a Caribbean nightmare!

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: Je suis Fatty Gay!

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) .

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

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 bitch!

Karen: What's that, honey? Grace: Funnel cake Karen: Can I have some? Grace: (Innocently) Yeah, the stand is right over there...

Jack: Shut up, Patti LuPone! Shut your brassy, beautiful trap! I don't want to hear you sing "Don't Cry For Me Argentina"! I don't want to cut your hair! And I *certainly* don't want to hear you sing while I cut your hair!

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.

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