The storyline of Grace being bed-ridden with food poisoning in this episode is a result of Debra Messing being confined to bed rest because of severe morning sickness. Consequently, the two small scenes in which she appears were actually filmed in her house.
Jack actually spells Christina Aguilera's "Dirrty" incorrectly as D-I-R-R-R-T-Y. There are only 2 R's.
Will: So what are you going to do in Cambodia?
Grace: Oh, you know me.
Will: I do. And I wonder what you're going to do in Cambodia.
Will: You give me twenty-four hours, I'll show you Will Truman's New York. You'll never want to help a person ever again!
Leo: Wow. That'd be awesome!
Karen: The word is 'doily'
Jack: Could you use it in a sentence?
Karen: "He went 'doily' down the street."
Jack: Ohhhh (gestures his hands) 'doily'? D-O-I....L-Y, doily?
(Karen is coaching Jack for the Gay Spelling Bee)
Karen: Let's cut through the bull. If you want to win, we're gonna have to cheat. So I'll write 30 words on my left boob and 32 on my right.
(Jack gives Karen a confused look)
Karen: What? It's a little bit bigger.
Jack: No, Karen! You can't write the answers on your boobs!
Karen: Why not? It's the only place in a gay bar that nobody's gonna look.
Karen: Oh, uh, excuse me, waiter. (Loudly) I would like some tea. I-T!
Jack: Wait a minute. Karen, those almost sound like letters.
Judge: I'm sorry. Hag Number 12, you're gonna have to leave.
Karen: Hey, get your paws off of me! Who do you think you are?! "R"!
Jack: M-A-I-T... R...
Karen: Eeee! A mouse! Eeee!
Jack: Uh... M-A-I-T-R...
Jack: Would you keep her out of here?!
Karen: No! Jack! Without my help, this could end in a catastra-postrophe.
Karen: Come on, Jack. "Daiquiri." Visualize it. Okay, now, we're at our favorite leather bar. There's a sign in the corner which reads, "If you're wearing a harness, daiquiris are free from 5:00 to 6:00." Do ya see it?
(Karen points off to the distance)
Jack: (Looking) Hmm... I don't.
Karen: Wait till the fat queen moves.
Jack: Okay, now I see it.
Karen: Now spell it!
Jack: D-A... I can't see it, the fat queen is back.
Karen: Spell it!
Will: So Grace still isn't feeling well? I thought food poisoning was supposed to be, like, a 24-hour thing?
Leo: It is... if you stop eating the shrimp.
Will: Well, why didn't you just throw it out?
Leo: I did.
Jack: Shame on you for perpetuating the stereotype of the weak gay man that's reduced to hysterics under the slightest bit of stress.
(Leo walks a sobbing Will to the elevator)
Leo: Shhh, it's ok...
Will: It's ok for you!
Karen: I know honey, it's terrible. It's just like saying that certain religious groups are cheap.
Leo: There's my penny!
Jack: You know Karen, maybe I can do this.
Karen: That's the spirit, honey.
Jack: I just got a little burst of Hope & Faith, starring Kelly Ripa, Fridays at nine.
Ratings: 10.8/17, 15.9 million viewers. Ranked #10 for the week.
Jack: Let's turn on the tv and watch a Hilton-sister milk a cow.
This is a reference to the show The Simple Life, where Paris Hilton and Nicole Richie had to work at a farm.
Will: What happened to the policy of 'Don't ask, don't spell?'
This is an obvious pun on and reference to the (in)famous US military expression 'Don't Ask, Don't Tell', which was an attempt to allow those who were gay, lesbian or bisexual to serve in the armed forces, as long as they didn't lie about or reveal their sexuality.
Episode Title: A-Story, Bee-Story.
This is a reference to the format most sitcoms use, with an A-Story (main plot) and a B-Story (subplot).
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