This marks the third appearance of Val Bassett, played by Molly Shannon. After her Season 2 appearance, she was asked to come back and do Val again. She reprised the role several times throughout the series.
The bald guy looking down Molly Shannon's chest is writer/producer Adam Barr.
Anyone notice that Sean had his head turned away for a little extra long time when he was pushing Molly out the door? That's because he couldn't stop laughing at the scene. This is the best out of 12 takes.
Val: Jack, don't you understand? When--when you sing to me... you make me feel special. It's like I'm no longer that sad, angry little girl, running around the schoolyard, stabbing kids with pencils.
Jack: OK, someone put a little extra crazy powder in the protein shake. OK, come on. We're going to sit down and have a little talk, all right? Man to whack-job.
Grace: (about Nathan) You don't think he's kind of..charming?
Will: (sarcastically) Yeah he's charming. Like finding a band-aid in your burrito is charming.
(in the elevator)
Karen: Going down?
Nathan: Wow, you cut right to the chase, don't you?
Karen: (stunned, then smiling) I like you.
Grace: I thought you were going to tell Will that I was dating Nathan!
Karen: The hottie who smells like rope? You know what, shame on you Grace. I would think that by now you would know me well enough to know that I am not the kind of person who trades in gossip and I'm hurt that you think I do.
Grace: I'm sorry!
Karen: Yeah, you know your business is your business, just the way it's Will's business that he's dating that Mouseketeer from the video store! (Slams door)
Karen: Honey, do you remember that afternoon that you and I were walking down fifth avenue and we saw that beautiful ring in the window of Tiffany's and you said to me "If only, one day, I could own a ring like that."
Karen: I bought it for myself! Isn't it great?
Karen: Are you sure, honey? Because I thought I had a stalker once. Turns out it was just Rosario running alongside the limo banging on it cos she got her coat caught in the door.
Jack: Yes, Val is totally stalking me. She followed me to the banana, she followed me to the gym, and last night I am sitting in the bushes outside Kevin Bacon's apartment, and I see Val watching me through the other bushes across the street.
Jack: So you sticking around for the next show?
Karen: Oh honey, I would but... I don't want to!
Jack: Woah, Kar, I just totally killed.
Karen: Well, something died tonight!
Jack: I'm glad you liked it. You know, I think the difference was adding a dramatic reading. Did you enjoy the penis monologues?
Karen: I don't know, honey, I'm not a big fan of ventriloquism.
Val: I'm wearing your dirty bath water in a vial around my neck.
Jack: Ew, that's enough! Ok! I've had it! All right? So I'm going to tell you what Justin Timberlake, Matt Lauer and Moesha said to me. "Stay away, or I'll call the police!"
Val: I pretended that your jockstrap was an oxygen mask all day today.
Jack: And time to go, psycho!
Jack: What the hell are you doing here?
Val: I live here.
Jack: No, you don't!
Val: I'm carrying your baby.
Jack: No, you're not!
Val: You're a musical genius.
Jack: Ok, I'll give you that one.
This episode was filmed on Tuesday, March 7, 2001 at CBS Studio Center, in Studio City, California.
Will: Hey, Leather Tuscadero.
Will's quip about Grace's leather outfit is a reference to the show Happy Days, Leather Tuscadero being the younger sister of Pinky Tuscadero, who was Fonzie's girlfriend.
Jack: Ladies and gentlemen, welcome to "Jack 2001: A Space Odyssey."
An obvious homage (including the music) to the film 2001: A Space Odyssey.
Jack: (Singing) When you caught between the moon and New York City.
A funny reference to the theme from the film of the same name, Arthur.
Episode Title: Last Of The Really Odd Lovers
The title of the episode is taken from the book, and subsequent film, Last Of The Red Hot Lovers.