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    • Davis: (stares at Billie's left breast) And good morning to you. (shifts eyes to the right) And good morning to you. Billie: I see you've noticed my recent pregnancy gift from the boob fairy. Davis: That's such a better job than being the tooth fairy.
    • Davis: (to Zack) Dude, you do have a toy you can play with. Just take more trips downtown on the alone train. Have an all-by-yourself party! Be a one-man band!
    • Billie: Did you see that? There I was being flirted with by a handsome married man who's kind of my imaginary boyfriend and James totally booty-blocked me!
    • Billie: I don't know any other way to put this, but I have happy feelings in my downstairs area.
    • Billie: I'm thinking of sleeping with Zack. My brain says it's a bad idea, but it's being outvoted by every cell in my body. Is sleeping with him right now desperate or empowering? Olivia: Is he passed out? Billie: No. Olivia: Empowering!
    • Abby: (to Billie) You didn't call me before you tried to seduce [Zack] because you know that I think you should have a real relationship with him. You didn't want to hear that, so you called the bad idea lady. (points at Olivia)
    • Billie: Do you have some sort of bugging device? James: What are you talking about? Billie: You wait until Brian starts talking to me, then you pop up like a zit on prom night.
    • Billie: We broke up. Then it was all boohoo, drink-drink, 'you look cute,' pee on a stick, blue plus sign, TADA!!
    • Zack: The reason I didn't sleep with you... is because I had an orange penis. Billie: Wow, I was imagining how you were going to finish what you're saying, but 'orange penis' is not where I was going.
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  • Allusions

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    • Episode Title: One Night Stand is the 1997 Mike Figgis film starring Wesley Snipes (Max Carlyle) as an advertising director who meets and hooks up with a girl named Karen (Nastassja Kinski) for a night in New York.
    • Davis: You get laid and your baby's born looking like an oompa-loompa. Oompa-loompas are the small black-skinned creatures who work in Willy Wonka's factory in Roald Dahl's fictional works, Charlie and the Chocolate Factory and Charlie and the Great Glass Elevator, however, in the 1971 movie Willy Wonka and the Chocolate Factory their skin was made orange to avoid racial stereotyping.
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