In this episode we learn that Karen's full name is Karen Delaney St. Croix Popeil Walker.
Goof: After Karen "does some work," her drink shrinks between shots. They obviously did more than one take.
Will: You know, you were completely inappropriate tonight.
Grace: I know.
Will: I ask you to stay out of my family's business, you stick your nose right in!
Grace: I know.
Will: Making a complete loon out of yourself in the process.
Grace: I know.
Will: Thanks. I owe you big time.
Grace: I know.
Karen: (To Tina) If you think you can come between me and Stanley Walker, you've got another thing coming! That's right! Put 'em up!
Grace: Karen! She's having an affair with Will's dad.
Karen: Oh. Good for you, honey! He's a good catch. Keep up the good work. He's got a nice ass.
Will: (About his dad's affair) I'm not gonna drop a bomb like this on my family. I did that one Christmas and it ripped us apart!
Grace: Oh, when you told your mother you hated her fruitcake?
Will: No, when I told my mother I WAS a fruitcake!
Grace: He doesn't look like Frankenstein, does he, Will?
Will: Well, Grace, he's very large, has a square-shaped head, and every time I've seen him, he's being chased by torch-wielding villagers.
Jack: (to Grace) The problem with you, Grace, is you're using only the left side of your brain.
Will: Yes, can't you be more like Jack and use neither side?
Grace: (playing Taboo)OK, it's a device--
Jack: Alarm clock! Ironing board! Bull whip! Whipped cream! Celine Dion! Dionne Warwick!
Grace: Damn it, will you let me give a clue, woman?
Will: Karen, my dad would really like to meet you. It would mean so much to me if you'd join us.
Karen: Honey, that is so sweet. No.
Will: Works every time.
Karen: (After drinking from Grace's cup) Good lord! Honey, how can you drink straight orange juice first thing in the morning?
Grace: (to Jack) You know, a baboon has a more subtle mating ritual than you do.
Grace: I'm so confused! I feel like I'm in The Twilight Zone and all the other people are pigs... and I'm the pretty one, but everyone thinks I'm ugly, because they're all pigs and they think pigs are pretty!
Karen: What can I do for ya?
Grace: Um... alright how do I say this... okay, if you see a person doing something wrong, something that could hurt another person. Do you tell that person what the person was doing or do you protect the person by not telling the person what the person was doing?
Karen: Oh honey... did you get knocked up again?
Karen: Excuse me, you wouldn't happen to have a breath mint?
Woman: Why, yes, it's in my purse.
Karen: Well pop it, it's not doing you any good in there!
Woman: How offensive!
Karen: Honey, it's your breath not mine!
Grace: Forgive her. She has a heart condition. She doesn't have one!
Karen: Go what myself? Well if I could that I wouldn't need Mr. Walker now would I?
Grace: Remind me never go get a free chiropractic exam from a guy set up in front of a deli. All he did was adjust my boob. I guess the gloves with no fingers should have tipped me off.
This episode was filmed on January 9, 2001 at CBS Studio Center.
Rosario did not appear in the original "super-sized" episode, but she appears in part 2 of the syndicated version when extra footage was added.
Upon its original airing, this was a 40-minute "super size" episode that began at 8:40 p.m. E.S.T. This is the first "super size" episode of the series and is the only such episode to show more footage, as opposed to less, in syndication. Extra scenes are added making this is a two-part episode in syndication.
Will: And what do you think of the chicken drumettes, Pop? You know, I used a little marmalade the glaze. I call the recipe "Chicken Lady Marmalade."
This is a reference to the LaBelle hit "Lady Marmalade."
Grace: No! I am serious! I feel like a Jewish Jane Goodall, and you're Goyim In The Mist!
A funny reference to the 1988 film Gorillas In The Mist starring Sigourney Weaver.
Grace: I feel like I'm in the Twilight Zone and all the other people are pigs...
This references the episode of The Twilight Zone titled "The Eye of the Beholder." Tina then makes reference to the episode "Time Enough At Last," and then to Burgess Meredith's role as The Penguin on the original Batman.
Grace (to Will): God'll get you for that, Walter.
This is an allusion to the TV show Maude starring Bea Arthur and Bill Macy. Maude Findlay used this line many times when talking to her husband Walter Findlay.
Grace: The line for the ladies' room goes from here to Whooville.
Whooville from the Dr Seuss stories. Grace attended
"Seussical: The Musical" with her date Ian. She later makes another reference to "Green Eggs & Ham" when she tells Will about his father's affair with Tina.
Grace: And I thought you were crude when you told the waiter your bologna had a first name.
Grace is referring to the famous Oscar Meyer Bologna commercial of the 1960s and 70s, sung by little kids.