As Kramer is running outside of the plane to catch Grossbard, he's shown running next to a Southwest plane which is the plane Jerry's on. Jerry is sitting in first class but Southwest doesn't offer first class. They must have just spliced in another shot.
While Jerry and Elaine race through the airport to get to their flight on time they run around a corner and past a sign that reads, " Gates 24-40". They run forward down a passageway until they are out of camera range, then the next scene shows them running around the opposite corner by the same sign, and then down the same passageway. Not only that, some of the same extras are walking through both passageways!
Jerry: I hate rental cars. Nothing ever works: the window doesn't work, the radio doesn't work… and it smells like a cheap hooker.
George: (from outside the plane, we don't hear him but he is saying…) KRAMER!!!!
Jerry: I got my bags. I'm ready to go.
Elaine: Yeah, you got your bags!
(scene goes to Honolulu International Airport where we see Elaine's luggage going around the baggage terminal)
(the plane lands, Jerry looks out the window and sees Kramer running)
Jerry: (to himself) Nah, couldn't be.
Kramer: Listen, I didn't do anything wrong. That guy owes me 240 bucks!
Security Guard: Now, you're in big trouble.
(Kramer breaks free from his arms and runs off)
(approaches to the guy that was sitting next to her as he is sleeping)
(the man wakes up in surprise)
Jerry: What is all the racket back there? You know, you're trying to relax on the plane and this is what you have to put up with. (to attendant) What is going on?
Attendant: Sir, this woman tried to sneak into first class.
Jerry: Oh, you see, that's terrible. The problem is that curtain is no security. There really should be a locking door.
George: You bought non-refundable tickets, you idiot!
Kramer: She talked me in to it. She said it was the best deal.
Attendant: More anything?
Jerry: More everything!
Elaine: You're eating my food!!
Attendant: Well, the only meal left is a kosher meal.
Elaine: Kosher meal? I don't want a kosher meal. I don't even know what a kosher meal is.
Attendant: You're not supposed to get up during the food service.
Elaine: Well, nobody told me that!
Attendant: And today we're featuring wines from the Tuscany region.
Jerry and Tia: Tuscany!
Jerry: Tia, did you see all the flowers in that bathroom? It's like an English garden in there.
Attendant: They're gardenias, mostly.
Jerry: I thought I smelled lilac.
Attendant: Yes, there are a few of those, too.
Tia: It's almost overwhelming.
George: No-no-no, Kramer. Kramer! Kramer! You cannot abandon people in the middle of an airport pickup! It's a binding social contract. We… we must go forward… not back.
Attendant: Would you care for some slippers?
Jerry: Sounds lovely! (To Tia) May I?
Tia: Please! (puts slippers on her)
Jerry: Why, It's a perfect fit. You must be Cinderella.
Elaine: (To herself, loudly to the guy next to her) Wake up, you human slug! Wake up! Wake up!!
George: But you are, blanche. You are in the shackles!
Prisoner: You son of a… (gets taken away)
George: (happily) Oh, I can't wait to read my Time magazine. Last copy too. Maybe I'll read it tomorrow, in the park! It's supposed to be a beeyoouutiful day! Have a nice life, sentence that is! Oh, you miserable…
George: You don't understand, there's a blurb about me in this magazine!
Prisoner: A blurb?! You're a blurb! Check out the cover, idiot!
Guard: All right, let's go.
(George checks out the cover shot which shows a picture of the aforementioned prisoner with the caption "Caught!" written below.)
George: They're not here! You cost me fifty bucks!
Kramer: Look at you! You run like a girl! Run like a man! Lift your knees!
Elaine: (to a woman next to her) Yeah, make a little more noise with your gum; that's helpful.
Elaine: Oh, look at this. He's sleeping and I have to go to the bathroom. Maybe he'll wake up soon. What if my kidneys burst? Is it worth it not to wake this man up to damage a major organ?
Kramer: (stuck in traffic) How does it look on your side? (George just stares at him angrily) We'll get there.
Tia: So, he says, "squeeze your breasts together," and I say, "I thought this was an ad for shoes." (Tia and Jerry both laugh)
Jerry: Oh my…
Kramer and George: (singing) I like to stop at the duty free shop. I like to stop at the duty free shop. I like to stop at the duty free shop.
Tia: Excuse me; I think you're in my seat.
Jerry: Oh, sorry. My mistake. (to himself) Thank… you!
Jerry: Bon voyage, Lainey!
Elaine: Well, what about George? He's supposed to pick us up at Kennedy.
Jerry: We'll call him.
Elaine: There's no time.
Jerry: No time? (to ticket lady) Is there time?
Ticket Lady: There's no time.
Jerry: There's no time.
Jerry: You see? Never be late for a plane with a girl. Because a girl runs like a girl, with the little steps and the arms flailing out. You wanna make this plane, you've gotta run like a man! Get your knees up!
Jerry: It smells like a cheap hooker. Or is that you?
Elaine: Give me ten bucks and find out.
Tia: This ice cream is really nice.
Jerry: Oh you know what, they've put the fudge at the bottom of the ice cream. That way you can control your fudge distribution as you eat it.
Tia: I never knew a man who knew so much about nothing.
Jerry: Thank you.
Kramer: Listen to the bell, Grossbard...it tolls for thee.
(After Jerry selfishly takes the lone first-class seat available he confronts Elaine about the issue)
Jerry: Elaine, have you ever flown first-class?
Jerry: All right then. See, you don't know what you're missing. I've flown first-class. I can't go back to coach. I can't, I won't.
Elaine: We flew here coach.
Jerry: Yeah, that's true.
Elaine: Oh, alright. If the plane crashes, everyone in first class is going to die anyway.
Jerry: Yeah, I'm sure you'll live.
Elaine: Do you realize the people back here are getting cookies!?
This episode was nominated for the 1993 Emmy Award for Outstanding Individual Achievement in Sound Mixing for a Comedy Series or a Special.
As they are driving to the airport in St. Louis, Jerry mentions that Elaine got to see her sister on this trip.
This ties in with a later episode (The phone message) where Elaine mentions that she has a brother-in-law.
When Larry David does his uncredited "Voice of Man ordering the leftover kosher meal" the voice he uses he will later reuse as the voice of George Steinbrenner.
A St. Louis based viewer, Randy Canis notes that Jerry and Elaine are not at the real Lambert Field. I wouldn't expect them to be, that would be too expensive to film and only viewers familiar with the airport would ever notice.
Viewer Paul Brackett, who must work in the airline industry, notes the following:
"They were flying from St. Louis to JFK, then to LGA. Only TWA flies these routes non-stop. They showed 2 ground shots of the aircraft, and both of the ground shots were of a Southwest airlines Boeing 737. Then they showed the plane in flight a couple of times, both shots were of a McDonnell Douglas DC-9. Then they showed the interior of the coach section, in which the colors of the seats and the configuration resembled the interior of a Delta coach plane, with 3-3 seating. Both the 737 and the DC-9 are 3-2 seating. Then they showed the interior of the first class section, which looked like the interior of a Continental DC-10 First class section, based on seating arrangements and color of the seats. Also, the plane is clearly a SWA jet on the outside, but Southwest has never had a first class section. One would think that folks in the TV industry would fly enough to notice these things!"
Seinfeld writer Larry Charles makes a cameo appearance as the guy who stinks up the bathroom before Elaine goes in. Thanks to Greg Gattuso for this tidbit. Greg is the author of the book The Seinfeld Universe.
Kramer said "Listen to the bell, Grossbard. It tolls for thee". It's an allusion to the poem "Meditation XVII" by John Donne, the novel "For Whom the Bell Tolls" by Ernest Hemingway, and, the 1985 song "For Whom the Bell Tolls" by Metallica.
George: But you are, Blanche. You are in the shackles!
From the classic film What Ever Happened to Baby Jane? (1962)
Blanche: You wouldn't be able to do these awful things to me if I weren't still in this chair.
Jane: But cha AAH, Blanche, ya AAH in that chair.