Goof: When Grace runs into the lamp post it bounces wildly. Considering the post is estimated to be 12 feet tall and 500 pounds, and Grace couldn't weigh much more than 100 pounds, this would be impossible.
Adam Barr wrote the first half of the episode with Kari Lizer providing the story, while Jeff Greenstein and Alex Herschlag wrote the second half with Jhoni Marchinko providing the story.
After Grace affirms Will's assertion that Sheila "is a whore's name," the nurse says that her name is Sheila. But in Season 2's "Seed of Discontent," the same nurse has the name "Sue" clearly emblazoned on her nametag.
Karen: Wow, so you and Will are having a baby.
Grace: Ok, now, before you start judging and saying things like, "he's gay," and, "that's weird," and, "you're so flat that Will's gonna have to breast feed..." you should know that we are very serious about this.
Karen: Well of course you are. (Chuckles to herself) Breast feed, I'm funny...
Karen: You two are having a baby?!
Grace: Isn't it incredible?
Karen: Oh honey, it really is. And you know with everything that's been going on with me lately; Stan staying in prison, me all alone in the house with sixteen servants--most of whom don't even jump anymore when I shoot at their feet--well, your news really gives me something to smile about.
Grace: Oh Kar, it's so good to see you smile. Hell, it's good to see you exibit any human attribute.
Jack: So, where's this baby going to live?
Will: Well, you know in my office in a file folder. Under "O" for offspring....here with us! What do you think?
Jack: Huh...(Quickly and quietly) Well isn't that all cozy, one big happy family.
Will: What's wrong with you?
Jack: Is this because I'm gay You feel you failed somehow and now you need to get a new baby and start all over again?
Will: I'm gay And you're not my baby.
Jack: It's just that...(in whiny voice) It's just that the new baby's gonna come and he's gonna be cuter than I am, and younger than I am, and it's gonna have a better job than I do...
Will: Well sure, but we'll still love you.
Jack: (quietly) I don't know, it all sounds kinda crazy.
Will: We'll still pay for you.
Jack: (excited) Yay! We're having a baby!
Grace: We're gonna make a baby!
Will: (excitedly) I know.
Grace: But don't forget what we talked about last night. We're not gonna tell anyone about this baby until I'm actually pregnant.
Will: Well, what about our friends?
Grace: No, no, our friends will just make stupid comments and have stupid opinions.
Will: That's a little unfair.
Jack: (entering) Are there any hobbits left in America?
Will: I take it back, that's totally fair.
Grace: Okay now remember Karen, not a word about...(gestures to her stomach)
Karen: Oh, John Goodman.
Grace: Yes Karen, John Goodman. Also try to avoid the subject of baby.
Lionel: Ahh, Ms. Beaverhousen. I came as soon as you called.
Karen: Oh, well... that's really none of my business, but I'm glad you could make it.
Jack: So, are you God?
Cher: It depends on which bathhouse you pray at.
Jack: You're hawking your album during my dream?!
Cher: Well, somebody's gotta pay for the fog and the dancing fairies.
Rosario: I heard the bell. Are my pizzas here?
Karen: (nervously) No, no--just some flowers for me.
Rosario: Oh, good. Are you dead?
Grace: Hey, cabbie, you wouldn't happen to have the guts of a young chicken and some kosher salt?
Cabbie: Does it have to be kosher?
Will: It's so weird that your eggs have an expiration date, you know? (chuckles) They're like... eggs.
Karen: Ah, Smitty... I'm about to break the heart of a lovely man whose only crime is wanting to get in my pants. Come on. Give me something to smile about.
Smitty: Well, I'm not sure I can do that, ma'am. You see, I'm getting laid off. Today's my last day, and I have seven kids to feed.
(Karen laughs loudly and giggles)
Karen: Not as good as the wife one! But-- but still... Pretty damn funny!
Karen: Ah, Smitty. I'm having a little hubby trouble. How about cheering me up with one of your jokes?
Smitty: (Sadly) 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 breathlessly)
Karen: Ha! Ha! Ha! Ah, Smitty. You always know just what to say.
Lionel: You have a very delightful chuckle.
Karen: Oh, thank you. They're real, too.
Lionel: (to Karen) Lionel Banks. Lionel, like the train. Banks, like money. And you are?
Karen: Anastasia Beaverhausen. Anastasia, like Russian royalty. Beaverhausen, like... where the beaver live.
Jack: (to Elliot) You can't be here right now. We're about to have a very serious conversation that isn't appropriate for a child your age.
Elliot: Well, can I listen at the door?
Jack: Yeah, I think that'll be fine.
Will: (about Karen) I can't believe you told her!
Grace: (about Jack) I can't believe you told him!
Will: (about Jack) He doesn't count; he doesn't listen.
Grace: (about Karen) She doesn't count; she's always buzzed.
Karen: Hey! Hey! Hey! Hey, come on, now....Where are we?
(Jack looks up.)
Jack: I'm sorry, what?
Will: (to Grace) We talked about that. No Sheila...Sheila's a whore's name.
Grace: (to the nurse) You know, he's right. Sheila is kind of whorey, don't you think?
Nurse: We haven't met. Hi, I'm Sheila.
Grace: I am so sorry, I just--I--I...
Nurse: Oh, don't apologize. I am a whore.
Will: You know, the female reproductive system is so amazing. It's a miracle, really. So complex. So beautiful. (Will turns the page and tosses the book onto the table.) 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.
This episode marks the final appearance of Michael Angarano (Elliot) as a series regular.
This episode originally aired as a one hour episode, though syndication will usually air them in two half hour episodes. NBC counts this as one episode, as they will with any one hour or "super-sized" episodes.
Nurse Sheila: Where's your girlfriend? I'd like to fill her to the rim with 'him' and catch the bus to Atlantic City.
This is a reference to the old commercials for Brim Coffee that would say, "Fill it to the rim with Brim".
Jack: Homo, I don't think we're in Barney's anymore.
Jack spoofs Dorothy's well-known line in The Wizard of Oz: 'Toto, I don't think we're in Kansas anymore.'
Title: "A.I.: Artificial Insemination"
A.I.: Artifical Intelligence is a movie about a robot boy.