Goof: When Will stops Grace, as they are about to have sex, they sit up in the bed, and he tells her he thinks they should wait. In the first shot Grace's black strap is falling off of her arm, yet in the next shot it's back up on her shoulder.
We learn that Grace and Will went to Columbia.
Continuity Goof: In the flashback, Will comes out during Thanksgiving break of his freshmen year of college, but according to the season 1 episode "William Tell", Grace claims that Will came out to her during Christmas break of their senior year of college.
Jack: Come sit. Join our little circle of love and dysfunction!
Will: Look, Jack. I owe you everything, you know? I mean, this past year, coming out. You've been like my shepard through the Himalayas of, of him-a-laying. But I just don't feel that way about you, you know? I love you the way you love a cherished family pet. That you never want to have sex with.
Bobbi: I heard yelling. Is everything OK? What's going on?
Grace (Crying): Will's gay!
Bobbi: Oh, sweetie, oh...Julius, I owe you twenty bucks!
Grace: Oh, my God!
(Joyce enters the kitchen)
Joyce: What's going on?
Bobbi: Will's gay.
Joyce: Grace, you ruin everything!
Grace: Will comes back out of the bathroom. We start getting into it. I take the lead, because, you know, I've done it three-and-a-half times.
Pam: You asked Grace to marry you?
Will: I panicked! It was either that or have sex with her!
Will: (To Jack) You've been like my sherpa through the Himalayas of...him-a-laying.
Will: No, no, no, no. Listen. That's not what I'm saying. I don't think I really knew for sure until we were in bed together. You know? And I took one look at you in your sexy underwear, and I just went... 'Whoa. I am gay.' You know? I mean, do you know what I mean?
Grace: Yeah. Yeah, I think I do.
Grace: Just--just one thing. (Pinches Will's Ear)
Will: Ow! Hey! Hey! What are you doing? What are you doing? What are you doing?
Grace: You bastard! I'm in love with you, and you're treating me like some sort of test drive?! You take me out for a spin, and you go, 'Hmm, I don't really like the feel of this one. I think I'd rather have a stick.
Will: Why is this such a big deal?
Grace: Because I thought that I was the one that helped you come out.
Will: You were!
Grace: I thought that I was the one that changed your life.
Will: You did!
Grace: I thought it was my naked body that did nothing for you!
Will: It didn't! It still doesn't!
Grace: Don't try to make me feel better.
Will: So we ok?
Grace: We will be.
Pam: Do you think that men can't be trusted?
Karen: Honey, I've always said, if your genitals are on the outside, you're hiding something on the inside.
Jack: And, uh, shouldn't we help her find her way back to a place called hope?
Karen: Honey, she's wearing synthetic plaid. It's a 4-day drive and a boat trip to a place called hope.
Grace: Are you flashing that woman?!
Karen: She started it.
Grace: She's nursing.
Karen: Hmm. That explains the little bald man.
Bobbi: Grace, I always forget how beautiful you are.
Grace: (to Will) Mom giveth.
Bobbi: Why do you have to cock it up with that hair?
Grace: (to Will) And Mom taketh away.
Grace: Mom, you can't do that. This is so unfair.
Bobbi: Well, so's my cottage cheese ass, but…
Grace: Why is that always your answer for everything?
Karen: Your boyfriend's a big flaming feather-wearing, man-kissing, disco-dancing... (takes a drink) Vermont-living, Christina Aguilera-loving, Mikanos-going-- (to Jack) Honey, take it on home.
Jack: Tom's queer, dear.
Karen: Merry Christmas!
Grace: That is not a compliment. A compliment is "You're sexy, you turn me on," not "One look at you proves I'm a queer."
Will: Oh, a-and you think everybody's gay.
Jack: No, not everybody, just me… And you and a dog named Boo.
Bobbi: And Will, always light matches in the bathroom after poopie-doos.
Will: I'm not gay.
Jack: Well, this well-worn copy of the "Dreamgirls" soundtrack begs to differ.
Will: (showing Jack the door) Janet and Chrissy are waiting for you at the Regal Beagle.
The episode won an Emmy Award for Outstanding Art Direction for a Multi-Camera Series.
Present-day scenes were filmed on November 7th while flashback scenes (the 80s) were filmed on November 8th.
The cut-off point in syndication for this episode was just after Grace says yes to getting married.
Eric McCormack and Debra Messing both selected this two-part episode as their tapes for Emmy consideration for this season. McCormack won, but Messing lost to Patricia Heaton.
This episode originally aired as a one hour episode, though syndication will usually air them in two half hour episodes. NBC counts this as one episode, as they will with any one hour or "super-sized" episodes.
Jack: You're gayer than the day is long. You're Marvin Gaye. And let me tell you somethin', ain't no closet big enough.
This is an allusion to Marvin Gaye's hit song "Ain't No Mountain High Enough".
Jack: Or as I like to call it, 'When Mary Met Sally.'
This is an allusion to the 1989 film When Harry Met Sally..., starring Meg Ryan and Billy Crystal.
Will: (To Jack) Janet and Chrissy are waiting for you at the Regal Beagle.
This is an allusion to John Ritter's character, Jack Tripper, from the popular series Three's Company. Jack was forced to pretend to be gay so that he could be roommates with two women, Janet and Chrissy.
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