This is the first episode not to feature Will and Grace's apartment.
Will: Oh, my God, she's having an affair. Who is it? What? Her tennis pro?
Grace: No. He's gay.
Will: Peter? Really? So, who is it?
Grace: Her yoga instructor-- Tim, who isn't short for anything.
Grace: You're having an affair!?!
Marilyn: I wouldn't call it that. I'm simply having sex with a man who is not my husband.
Grace: (After Marilyn tells Grace to ask her intimate questions about the affair she's having with her yoga instructor) Is Tim short for Timothy?
Marilyn: Tim isn't short for anything!
Will: (referring to a cruise he bought for his parents) This cruise could be like a second honeymoon, you know? Unlike the first, she won't be pregnant with my stupid brother.
Karen: If I had known we were gonna do all this walking I would have saddled up Rosario like when we go to Greece.
(after walking up 45 flights of stairs)
Jack: Only 20 more flights.
Karen: (panting) Hold on a second. Honey, I gotta sit down for a minute. You know, I'm not as young as I used to be. Although, I am younger than I was 10 years ago.
Jack : Kare, baker did such a good job. I love the little scallopped edges.
Karen : Oh, those aren't scallops! Honey, those are Rosario's teeth marks.
I finally had to hold her head like a can opener and let her go all the way around.
Karen: Now think, where did you leave it?
Jack: Ok, ok, ok. Wait a minute. What floor were we on when I pantsed you?
Karen: The 21st floor!
Jack: Are you sure?
Karen: Positive, cos I remember thinking "Here I am, on the 21st floor, with no pants on... again!"
Karen: Honey, come here, come here, come here. Listen. I'm too tired to slap you, bash your face against my palm, would you?
(Jack does so)
Jack: I deserved that.
Karen: Bad experience on that elevator. Horrible! If my brain could still send signals to my face, you'd see the terror in my eyes.
The episode won an Emmy Award for Outstanding Art Direction for a Multi-Camera Series.
Marilyn: Look at that-- ice skating lessons with Michelle Kwan
Grace: To be fair when he bought the tickets that seemed like a much bigger deal.
This is a jab at Michelle Kwan's performance at the 2002 Winter Olympics. She was expected to win the Gold medal but lost to Sarah Hughes and had to settle for the Bronze.
Karen: I'll never forget it. My fellow office workers and I were heading down to lunch and suddenly... the lights went out, the elevator dropped and... Dennis Hopper said he'd kill us all if his demands weren't met. Thank God Keanu Reeves was there to get us out.
Refers to the opening scene of the Keanu Reeves/Sandra Bullock film Speed.
Grace: I think I rented that one. When Hairy Met Saggy.
When Hairy Met Saggy spoofs the classic 1989 film When Harry Met Sally....