Jack: Go ahead, laugh at my pain. But I'll be the one who laughs last! Karen: No you won't. Jack: (suddenly agreeing with Karen) No I won't!
Will: So, you're OK with this? Grace: Sure, why wouldn't I be? Will: Well, because, uh... He's seeing someone else! Grace: And so am I. And so is Josh. Some girl with armpit hair named... Ugh, what is it again? (to Josh) Hon, what's her name again? Pond? River? Josh: Ocean. Grace: Ocean!
Jack: You don't scare me. I'll pull your hair.
Grace: Do whatever you want, 'cause today I'm handing out lollipops and ass whoopings, and I'm all out of lollipops.
Karen (To Will, who's also on the Caribbean island): Well, well, well. And they say fruit doesn't travel.
Jack (to Grace): We have a little bit of a problem. You are trying to make me Will and I am trying to make you disappear!
Karen: But really honey is there anything I can do to make you feel better?
Jack: You can say sorry.
Karen: Oh honey, I don't want to start a precedent. (Karen laughs)
Grace: Jack, you see where my feet are? I think I can scramble a couple of eggs from right here.
Jack: Grace, I'm not like the other men in your life. I will hit you.
Grace: Bring it on, Nancy.
Ben: (Handing Will a drink) I hope you like piña coladas. Me, I like getting caught in the rain.
Grace: (To Will, about Ben) Hey, you were the one who wanted us to make nice. We did. We made nice. Twice.
(Will goes into Ben's office, Ben's dancing with a strange woman)
Will: Gracie. Good news. (Will sees Ben and the woman)
Will: Oh, you're not Gracie, and this is not good news. (Will leaves)
Ben: I'm not the one representing Jack against our client Karen Walker.
Will: No, you're the one who's cheating on Grace.
Ben: Is that what we're talking about?
Ben: Then why are we still holding hands? Will, I really don't see where this thing with Grace is any of your business.
Will: Really? Well, give me a second. Uh, my boss plus my best friend divided by "should be on the table," yeah. That comes out to my business.
Ben: Check your math. You work for my business, a business which bills seven figures a year from Walker, Inc. So, if you're gonna be representing anybody, you're gonna be representing them.
Will: No I'm not.
Ben: Yes you are.
Will: No I'm not!
Ben: You know, it's kind of ironic. 35 years of legal experience between us, and this is the way we argue. And, yes, you are!
(Ben walks out and Will follows him)
Will: No, I'm not! Forget it! You want to talk of a conflict of interest, that's one thing, but I am not going down that road again where you pit me against one of my friends.
Ben: Will, I hate to reopen an old discussion, but, yes, you are!
Will: So, basically, you're taking my 2 best friends, screwing over one of them, and telling me I have to screw over the other. It's amazing, all this screwing. You'd think somebody would be happy.
Ben: Here is your problem, Will. You've let your personal life interfere with your business life. Now, I take some responsibility here. After all, I am schtooping your best friend. But you have to set boundaries.
Will: You know what? You're absolutely right, and I'm about to set a very big boundary. I quit.
Ben: No, you don't.
Will: Oh, yes, I do!
(Will exits to his office, slamming door)
The opening scene of "part 2" and the next scene with Mrs. Freeman were dramatically cut for syndication. They have appeared on air only during the initial one-hour airing, and have not been seen since, not even on the Region 1 Season 2 DVD.
David & Max wrote the first half, while Jeff Greenstein wrote the second.
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.
Karen: (to Jack as he is describing the breakdown of his marriage) Yeah, well it's the laughter you'll remember, honey, let's go buy make-up.
This is a reference to the song "The Way We Were" from the film of the same name, sung by Barbra Streisand. The actual line is: 'But it's the laughter/We will remember/Whenever we remember/The way we were'.
Karen: (to Jack as he is explaining his divorce settlement requirements) You ain't getting 88 cents out of me, Rose. This is a line from the song "Some People" from Gypsy, when Rose is trying to persuade her father to give them 88 dollars for a new show and he refuses with the above retort.
Episode Title: Ben? Her?
The title of the episode is a play on the 1959 film Ben-Hur.
Will: But I was thinking more like, you take your bags and your menagerie, Laura, and take them into the back room, and I won't smother you in your sleep.
This is a reference to the play The Glass Menagerie.
Will: What the hell are you doing here? I didn't hear Tattoo announce you.
A funny reference to the character from the show Fantasy Island.
Ben: I'm me! I can find people! I hope you like piña coladas. Me, I like getting caught in the rain.
Will: I don't care if you like making love at midnight, I'm not coming back!
A funny reference to the song "Escape" by Rupert Holmes.
Jack: Well, Boo-Radley-hoo, lady.
Boo Radley is a hermit-like character from the novel To Kill A Mockingbird.
Will: Can two gay men share an apartment without driving each other crazy?
The theme music heard over this part, as well as the concept is taken right out of The Odd Couple.
Kren: Wait a minute. Wait a minute, Blanche. I'm still on item one. $500,000 in 50s?
A quick stab at the play A Streetcar Named Desire.
Grace: You know you're the second guy to tell me that in the last twelve hours?
This one line is done in the voice and style of the famous actress Mae West.
Jack: There was something in the air that night, the stars were bright, Fernando.
When Jack comes walking in singing to his boyfriend, he's singing the ABBA classic, "Fernando."
Jack: Last night she rolled over and shook hands with Master Harold & the Boys...
A quick and funny reference to the Athol Fugard play of the same name, "Master Harold... & The Boys."