Gregory Hines has shaved his goatee and changed his hair since last we saw him as Ben because he was filming Bojangles at the time, a movie about the life of Bill "Bojangles" Robinson.
Look hard at the baby when Will is holding it. It's a fake. There is an outtake on the Season 3 DVD where you can really see it.
Karen's drink vanishes between takes with Grace. This is because they forgot a line and had to add it back in.
Jack: You're gonna be a great dad because for the last ten years, you've been a great one to me.
Will: Wanna stop for ice cream?
Will: Wanna go to a bar and look at hot guys?
Jack: (quietly) I love you, Daddy.
Jack: You don't want my help! I told you what my mother would do when I was crying!
Will: Jack, I'm not going to leave this child in a laundromat!
Jack: Big news! Joe and Larry have invited us to the South Hamptons for a man-tan reunion.
Will: Joe and Larry? You're kidding.
Jack: No, it's gonna be wild! Oh, my God! You remember their last party?
Will: Yeah. I got so drunk, all I remember is-- making out with some guy in the hot tub.
Jack: Oh, my God, so did I!
(Will and Jack pause...)
Will: I don't really remember that.
Jack: I don't. Anyways, I'm so excited! Gosh, it's been so many years. I hope I can pull off a thong.
Grace: Isn't the point of these weekends to pull off someone else's?
Grace: (trying to make Karen feel better) You are such a sexy, beautiful, vibrant woman. Anyone would be lucky to have you.
Karen: Are you hitting on me?
Grace: What? No! What are you...
Karen: You are! Oh my God. You're a big lez!
Karen: (to Ben and Grace) Well, well, well. Look what the cat cleaned up, showered, exfoliated, powered, lipsticked, Guccied and dragged in.
Ben: Karen Walker, you know I thought I saw a waiter outside weeping. Now it all makes sense.
Grace (To Ben): Look, I need you to do something for me.
Ben: Anything, babe.
Grace: I need you to hit on Karen.
Ben: Please tell me you said, 'I need you to put a hit on Karen.'
Will: (to baby Hannah) Hmm? What's that? Oh, no, sweetheart. (re: Jack) That's not the tooth fairy. No. This fairy doesn't have a job.
Karen: Ah, Smitty. Why is there so much pain in the world? So much cruelty? Can you tell me that, Smitty?
Bartender: My name is not Smitty.
Karen: I don't need your life story, nose hair. Just fill her up.
Will: Something tells me the, uh, the baby oil is actually going to be used on babies this year.
Rosario: Look, I'm gonna tell you something, and if you repeat it, I'm gonna wash your mouth out with toilet cleanser.
Grace: You're lovely.
This episode was filmed on August 29, 2000.
Joe and Larry were written in as a joke couple, but quickly became recurring characters throughout the remainder of the series.
This was the second of two episodes that aired on October 19th, 2000.
Karen: Back off, Lezzie Borden.
This is a reference on Lizzie Borden, a woman who was the prime suspect in the 1892 axe murders of her parents in Massachusetts.
Jack: Will, I don't know nothin' about burpin' no babies. A reference to the epic movie Gone with the Wind.
Jack: Hey, sister, go, sister, soul sister, soul sister.
A funny reference to the LaBelle hit "Lady Marmalade."
Title: Husbands And Trophy Wives
The episode gets its title from the 1992 film Husbands And Wives.
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