Will: (to Grace) Honesty? That is a great piece of advice from the first person EVER to steal exercise!
James: Let's all remember the words of that great Dane, 'the purpose of playing, was and is to hold, as it were, the mirror up to nature.'
Jack: Great Dane, yeah right, like a dog can hold a mirror.
Karen: Honey, this is so exciting. In 5 minutes, that curtain is going to go up and you're going to make your big debut! Anyway, I should go home.
Marilyn: I'm not like you, Grace. I just can't say anything that pops into my head!
James: You think I could get into his class? (talking about Jack's acting class)
Karen: Sheesh, I don't know honey, it's like $100 a month. Pheww!
Karen: (talking to James Earl Jones) You are a big, gorgeous man with a dazzling smile and large sausage-like fingers. You don't need to act. Which brings me to my point. You can't.
Jack: By the way, do you know what play we're doing?
James: The Iceman Cometh.
Jack: (giggling) Cometh.
Karen: (giggling) Cometh. You are outrageous, James Earl Jones! Filthy and outrageous. Would it be forward if I asked you to lift me over your head?
Jack: The theater is...well, it's my life. I live it, I breathe it, I fondle it 'til it falls asleep. But more importantly, I respect it. By the way, do you know what play we're doing?
Grace: Ooh, ok, I gotta go, there's my trainer.
Will: What, that guy over there? Looks like he's already training that woman.
Grace: Yeah, I train with them.
Will: Oh, I see. And do they know that?
Grace: Why should I pay good money when I could just as well follow these guys around and do the same exercises for free?
Will: Because it's cheap and unseemly?
Grace: And yet, I still don't live with my mother.
Will: What are you doing here? You should be at home getting fat.
Grace: I know, right? But ever since Leo's been home, he's just had a lot of extra energy. He wants to do it like twice a week...together. So I've gotta tone up.
Will: What kind of shape do you have to be in to just, lay there?
Grace: Good shape.
James Earl Jones: I was Mufasa!
The famous actor is referring to voicing the role of Mufasa in the animated films The Lion King (1994) and The Lion King 2: Simba's Pride (1998).
Grace: That was a little Norman Batish
Grace compares Will's relationship with his mother to that of Norman Bates and his mother in Alfred Hitchcock's Psycho.
James Earl Jones: Like I need this crap at my age. I've got Darth Vadar money.
James Earl Jones reminds us that he played the voice for Darth Vadar in the Star Wars movies. In an interview James Earl Jones said about the voiceover in Star Wars: "The movie was done, and it had a different actor as the voice of Darth Vader," Jones said. "George Lucas realised he needed a darker voice, so he paid me $7,000 for that job. We did it in two and a half hours."
This is a reference to the 1972 hit song "Me and Mrs. Jones" by Billy Paul.
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