Will & Grace

Season 3 Episode 2

Fear & Clothing

Aired Thursday 9:00 PM Oct 19, 2000 on NBC



  • Trivia

    • This is the first time we see Klaus Von Puppy and Guapo in season 3, and one of the last times they were featured in the series.

    • After having them separated for a year in different apartments, Grace moves back in with Will, and Jack sublets Grace's apartment across the hall.

  • Quotes

    • Karen: (About Jack)I clothed and fed that man for a year! And this is the thanks I get!
      Will: I'm sorry, you're surprised that Jack McFarland took advantage of you? That's like being surprised when the counter help at a yogurt shop seems sad for no apparent reason.

    • Grace: Will, if there had been someone out there what would we have done?
      Will: I don't know, grate some cheese with your toenails and invite him in for quiche?

    • Will: Can we talk about your toenails!
      Grace: Sorry, I'll cut them.
      Will: Don't you need them for tree climbing and warding off predators?

    • Grace: Someone just tried to break in! They jiggled the door and then they shimmied it!
      Will: Oh my God! Are you all right?
      Grace: No!!
      Will: All right, I'll go check it out. Jack, you may want to grab something heavy. (Jack wraps his arms around Will)

    • Grace: Who are you?
      Mipanko: Mipanko. Like the candy treat? And don't worry, Jack has a black belt in Tae Kwon Do. The Navy Seals, they train him for this sort of thing.
      Grace: So, you two are pretty close, huh?
      Mipanko: As close as two men can get in 11 minutes.

    • Karen: Guess what? Good news. We're not mad at each other anymore, because I've forgiven you.
      Jack: Interesting, because I haven't forgiven you.
      Karen: So what's your point?

    • Will: Why is Mipanko wearing my kimono?
      Grace: I think the bigger question is, why do you have a kimono?

    • Will: Did I just scream like a woman?
      Grace: Don't flatter yourself, you scream like a girl.

    • Grace: No. No, I'm not going to be chased out of my own apartment. Then they'll have won. I'm gonna be strong. Will you sleep over with me tonight? Please! (begging) Please, please, please...
      Will: Why do I only get these offers from women? Ok, all right, all right, all right!
      Grace: Thank you! Who's my hero? Who's my big strong man?
      Will: I don't know. We'll stay over till he shows up.

    • Karen: No one tries to sue Karen Walker for half a mil and her bustier collection.

    • Grace: Not another word! From any of you!
      Karen: Suck It!
      Grace: Ok, enough. All of you! Just go off to your corners and be strange!
      Jack: (Cough) Rhymes with witch!

    • Jack: Karen, I am not a light switch that you can just apologize to and expect me to forgive you. My emotions are much more complex than that. I need time to heal. I don't accept. (Jack turns away)
      Karen: You don't what?
      Jack: I said I don't accept.
      Karen: I don't think you understand what just happened here. The only other person I've ever apologized to was my mother, and that was court ordered. So please accept my apology in the spirit in which it was intended or I'll kick you in the gittles.
      Jack: No! Now be gone before someone drops a house on you!
      Karen: Hey, up yours, Dorothy.

    • Jack: What is she doing here? It's 9:45. Shouldn't she be at lunch?
      Karen: What is she doing here? Shouldn't she be at the Westside Y bobbing for boyfriends?

  • Notes

  • Allusions

    • Will: How many times have I told you to keep your animals in your room, Dr. Do-Nothing?

      This is a cute reference to the 1967 movie Dr. Doolittle, about a man who can talk to animals. It was also remade in 1998 starring Eddie Murphy.

    • Grace: Will, are you asleep.
      Will: Are you kidding? Between the mouth-breathing and the wheezing and the sinuses it's like sleeping with a Sleestak.

      This is an obscure reference to the 1974 series The Land Of The Lost. The Sleestaks were a type of alien that would terrorize the Marshall family. You can take a look at them here.

    • Jack: Now be gone before someone drops a house on you!
      Karen: Hey, up yours, Dorothy.

      A quick reference to The Wizard of Oz.

    • Will: Hey, Eponine...
      A quick and funny reference to the Broadway musical Les Miserables.

    • Will: Whoa, Cassidy, Cody, enough!
      A funny reference to the two children of Kathie Lee Gifford which she used to bring up a lot on her old show Live With Regis and Kathy Lee.

    • Grace: He probably would've made me rub lotion all over myself so he could make a prairie skirt out of my skin.
      A quick reference to the character of Buffalo Bill in The Silence Of The Lambs.

    • Grace: Blanche, I think the bigger question is, why do you have a kimono?
      A quick reference to the play (and 1951 film) A Streetcar Named Desire.

    • Title: Fear and Clothing
      The title spoofs the book (and later film) Fear And Loathing In Las Vegas.