Will & Grace

Season 1 Episode 18

Grace, Replaced

Aired Thursday 9:00 PM Apr 08, 1999 on NBC



  • Trivia

    • Continuity error: In this episode, Val says that she "just moved into 15F", but we have learned in previous episodes that the building Will and Grace live in has only 12 stories.

    • This is the first episode in which we meet crazy neighbor, Val, played by Molly Shannon.

    • When Sean bumps into Eric singing "Downtown," Eric almost breaks character.

  • Quotes

    • Will: So what was my tell?
      Val: Well the abundance of boxer briefs.
      Will: Ah yes, the homosexual is the Connoisseur of the underwear hybrid.

    • Jack: Poor Will. Now he's being blown off by women.

    • Will: Honestly, Jack, sometimes I don't know where your head is.
      Jack: Mom, is that you?

    • Grace: Hi, Jack. Bye, Jack.
      Jack: Dad, was that you?

    • (Will enters laundry room, singing).
      Val: Hey, it's the elevator chanteuse.

    • Jack(Jack climbs on Will's desk while Will is on phone): Hey, hey. Hey. Tell Karen I wanna french kiss her when I see her.

    • Jack: Nice advice, counselor. I got 40 hours of community service. I have to pick up trash for the next 2 weeks.
      Will: At least this trash won't call you the next morning.

    • Jack: I bitch slapped the law and the law won.

    • Will: It's nice to see that you're taking this so seriously.
      Jack: Actually, I am. That's why I would like a loan for $50 which I don't have to pay back for some blonde highlights. I feel it will soften me in the eyes of the jury.
      Will: There's the fridge. Get a lemon and rub it on your head.

    • Karen: I don't like the way she's so chummy with your husband.
      Grace: Please don't refer to him as my husband.
      Karen: All right, fine. I don't like how chummy she is with your non-romantic life partner.
      Grace: Also bad, so please stop, ok? I'm glad he has a new friend, especially since I'm so busy.
      Karen: Your sexless lover!

    • Karen: (Answering the phone) Grace Adler Designs.
      Will: (Into the phone) Hi, Karen.
      Karen: Grace, the reason you're not in a relationship is on line one.

    • Val: Aww... I like that little bra that you're wearing.
      Grace: Aww... and I liked your split-pea soup.
      Val: Well, thanks.
      Grace: I got a little taste when you shoved my face in the rug.

    • (Grace and Val are rolling on the floor fighting)
      Will: Once again, girl-on-girl action, and it's totally lost on me. Hey. Hey! Gabrielle, Xena, break it up! (Will pulls the two girls apart) What is going on?
      Grace: She started it.
      Val: You did.
      Grace: Nuh-uh!
      Will: Ok, ok! "Nuh-uh" was just uttered by an adult. You're both taking a time-out. Go to your corners. Go on.
      Val: (To Grace) Bitch.
      Grace: (To Val) Psycho!

    • Karen: Honey, you know, whenever I get stressed out, I always like to...
      Grace: (Pause) You always like to what?
      Karen: Gosh, I don't think I've ever been stressed out. I mean, why would I be? I got practically no responsibilities, my job's a breeze, and I got a killer rack! Good morning! Ha ha ha ha! Oh... Whoo!
      Grace: Aww... You know, when you just said that?
      Karen: Yeah?
      Grace: You got the cutest little wrinkles right there. (Pointing to Karen's face)
      Karen: What?! Where?! (Looks in mirror)
      Grace: You feel that? That's stress.

    • Karen: Well, any friend of Will's is... Grace.

  • Notes

    • Since this episode aired out of order, Will's line "Once again, girl-on-girl action, and it's totally lost on me" has no meaning. This was supposed to be in reference to the last time he saw two girls with each other, when he and Jack found Grace and Karen on the couch together in the episode, "Will Works Out," which was aired immediately following this episode. (This is not a continuity error.)

    • This is the first episode aired after the show moved to the Thursday 8:30 slot after Friends.

    • Original title for this episode: "Baby, It's Cold Inside."

  • Allusions

    • Will: (after Jack walks into Will's office dressed in an orange jumpsuit) And they said Tinky Winky was the only gay Tellytubby.

      This is a reference to the children's TV series Tellytubbies featuring four non-gender specific highly-coloured creatures, one of which carries a handbag.

    • Grace: No, eat without me, I'm gonna be late, late.
      Will: Late, late? Why? Why? Why? Why? Why?
      Grace: Becauase, because, because, because, because. Okay, Dorothy, I gotta go.

      A quick and funny reference to The Wizard of Oz.

    • Will: Hey. Hey! Gabrielle, Xena, break it up!
      A quick reference to the show Xena: Warrior Princess.

    • Jack: We have Soon-Yi Allen's phone bill!
      Karen: Mamma Mia! And I mean that literally.
      Soon-Yi Previn-Allen is the adopted daughter Mia Farrow who made headlines when it was revealed that she'd been having a sexual affair with Mia's long-time romantic partner, Woody Allen. Then would go on to marry despite the 35-year age difference between Previn and Allen.

    • Karen: ...maybe that's not the oldest story. Maybe that's the Sal Mineo story!
      Sal Mineo was one of Hollywood's greatest actors. It was rumoured that while he kept company with women, he was really gay.

    • Will: You Zsa-Zsaed a meter maid.
      A quick and funny reference to the 1989 incident where Zsa Zsa Gabor slapped a police officer trying to give her a ticket.

    • Jack: Oh, uh, when I... (Singing) Forget all my troubles, forget all my cares and go downtown...
      A quick line from the Petula Clark song "Downtown."

    • Will: Don't do the whole Perry Gay-son thing.
      A cheap but funny joke at the famous television criminal defense lawyer Perry Mason.

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