It's odd that Grace claimed to go to Sunday School for 10 years when she was younger because Sunday School is a practice in Christian churches and Grace is Jewish. Sabbath services in Jewish synagogues are held on Friday nights and Saturday mornings and children typically attend Hebrew School, not Sunday School.
In this episode Will says that the book Rabbit, Run is one of his favorites. This is the second time he's mentioned being a fan of author John Updike, the first was in the season 2 episode, "Guess Who's Not Coming To Dinner".
Patrick Dempsey makes the comment "You and Jerry Lewis need to work on your act." Two years later, Sean Hayes played Jerry Lewis in a TV Movie about the career he had with Dean Martin.
Jack is now a sales associate at Banana Republic, which network heads were pushing for since it was odd that Jack never held a steady job in the series run.
Jack: I need you to make me smarter.
Will: OK. I'll need a mad scientist, two electric switching helmets, and a willing monkey.
Will: (About one of Jack's customers) He's a cutie. Why don't you go talk to him?
Jack: Oh, I... I can't.
Will: You can't? You're not shy around men! You'd hit on the Pope, if he drove a better car!
Grace: Can you imagine me in a three-way?!
(Will and Karen laugh)
Karen: Honey I can barely imagine you in a two-way!
(Both of them laugh even louder)
Grace: It was fantastic. There were so many arms and legs everywhere, Hindus were praying to us.
Karen: Oh... You sleazy skank.
Grace: What? Karen--
Karen: I gotta take the rest of the day off. The air in this room is ripe with filth. For God's sake, Grace. I'm a mother.
Grace: This is not me, ok? I'm a good girl from Schenectady. I went to Sunday school for 10 years. I was 16 before I let Bobby Kay go to second. So for me to come and participate in this is a big deal. So you two kiss and make up, because the three of us are gonna GET IT ON!
Jack: Oh, hey, Karen--
Karen: Ka-ka-ka-ka-ka-ka! I'm Anastasia Beaverhausen!
Jack: Why are you using your alias?
Karen: Because I passed a couple of bad checks here. You know, for sport.
Will (to Jack): I just received a message saying you have a new job and you're going to buy me dinner. There's, like, 18 things wrong with that sentence.
Grace: I don't care what either of you say, I am not a prude.
Karen: Oh, honey. Come on. Come on. I love you like the mother I had committed against her will. But you are Prudence McPrude, the Mayoress of Prudie Town.
Will: Sweetheart. People who are truly kinky never use the word kinky.
Karen: And who the hell says "boudoir"?! "Hey, hey. Look at me. I'm kinky, and I'm in the boudoir."
Grace: I guess I always thought of myself as a little kinky.
Will: Come on, Grace. It's ok. I've never been in a 3-way.
Grace: Yeah, but you're gay. You have the kinky built in.
Will: Oh, sure. That's why I joined.
The scene with Grace and Nicholas was interjected in the middle of a longer scene with Will and Jack because the crew didn't want to end the first act on the "proposal." It creates a goof where Jack is holding the same clothing he was holding in the same spot he was in when they cut away.
Patrick Dempsey was married to the mother of Corey Parker who played Josh, Grace's boyfriend, during the previous season.
Jeremy Piven was asked at the last minute to be on the show after the crew went through three other people. It's unknown who.
Grace: So, where's Paula?
Paula: I'm here. Hi, Grace.
Grace: Hey, hey Paula.
This is an allusion to the 1963 hit "Hey, Hey Paula" by the duo Paul & Paula.
Jack: His pants are ready...have lovelier words ever been uttered?
Will: Say it soft and it's almost like praying.
This is a reference to the song "Maria" from West Side Story.
Jack: Look at him, Will. He's perfection. So loverly.
This is a reference to the musical My Fair Lady and its song "Wouldn't It Be Loverly".
When asked about the threesome Grace responds, "It was fantastic. There were so many arms and legs everywhere, Hindus were praying to us." This is an allusion to the multi-armed Hindu deity, Vishnu, one of the trinity of Gods, whose role is "the Preserver."