A boom mic can be seen when Will walks through the door and Grace picks up a ball of paper and hits it over to him with a racket.
Grace admitts that she ventured into being a lesbian in college, but it wasn't "her thing."
We finally get to see the back room of Grace's office.
In the scene where Will brings Grace chocolate covered espresso beans, the colors and positions of the pencils in Grace's hair change from shot to shot.
Grace: Karen, why don't you go to lunch?
Karen: Well, honey, it's 10:00 in the morning.
Grace: In Boston.
Karen: Oh, ha ha ha ha ha. Honey, that is so... Eh... ok.
Will: Grace, this is gonna cheer you up.
Grace: A short brunette woman? Come on, Will, I tried that in college, remember? It really wasn't my thing.
Grace: (About her work) I hate myself.
Karen: Of course you do, honey. How could anybody be happy in bat mizvah ruffles? Why don't you run home and change, hmm? I think we'll both feel better.
Grace: I'm gonna have a quick cry in the swatch room.
Karen: Honey, you still test-driving those anti-depressants? 'Cause I think it's time to buy.
(Will is leaving, but has arranged a cleaning lady for Grace, while she works on her Sublime Design submission.)
Will: All right, look. I've gotta go. She'll do her thing, she'll stay out of your way. You do yours and if you hit a rough spot, just-- it's easy, just think of your mother's taste, you know, and then go the other way.
Grace: You were probably riding up in the elevator, thinking 'What died?'. Well don't worry, it's just my creativity rotting and stinking in my skull.
Will: So you've had coffee?
Will: Well maybe during lunch, you know when he finds out that McFarland can't afford the McNuggets...because he's a McLiar.
Alex: So... what kind of law do you practice?
Jack: I don't practice... I just do.
(Karen and Grace are setting up Grace's Exhibit at the Sublime Design Showcase)
Karen: Well, I... (Tripping on rocks) You know what those rocks need? A little scotch.
Will: Look, you're being ridiculous. She didn't do anything, except go "aah!"
Grace: Oh, don't you dare mock the "aah!"
Will: I have no connection to the "aah!"
Grace: You resent the "aah!" You fear the "aah!"
Will: Peace, oneness. Ohmmmmmmm!
Grace: Thank you. Ohmmmmmmm!
Will: Let's go hommmmmme.
Grace: Why hommmmmmme?
Will: There's a rock in my bummmmmmm!
Grace: At least it's not your thummmmmmb!
Will: Now it's going nummmmmmmb!
Grace: You know, Mary Poppins got the same message across, but she did it in a nice little musical number. You're like... you're like a spoonful of whup-ass.
Grace: You know, I can't... There's no... It won't... I'm sleeping... Wake me... NEVER!
Cyndi Lauper was originally cast as April, but was fired because she "just didn't work out," and was replaced by Wendie Jo Sperber.
Episode Title: My Fair Maid-y
This is a clear reference to the classic 1964 musical "My Fair Lady," starring Audrey Hepburn.
Will: Talking to pillows, Grace? Wow! You're like the Dr. Dolittle of furniture.
Doctor Dolittle was a 1960's film (later remade) about a doctor who could speak to any animal in their native tongue.
Will: I mean, d-d-d-did Mr. Brady ask Alice to help with the architecture?
Quick joke about the famous ABC comedy The Brady Bunch.
Will: They'll explain it all to you in the nervous hospital, Blanche.
A reference to the character Blanche DuBois from the play A Streetcar Named Desire.
Karen: I've got your number, sister. I've seen "All About Eve."
Reference to the Bette Davis film about a woman who gets involved with another woman's life and tries to take it over.
Will: I've heard about this. It's called the Hazel syndrome.
A cheap shot at the 1960's NBC comedy Hazel, which was about a maid who did more than clean the house, she became head of it.
Will: Yeah, amazing, isn't it? You can practically feel the presence of Fred Sanford hovering above us.
This line (including the tune they sing walking in) is a reference to the 1970's comedy Sanford and Son.
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