The song that Grace begins to sing to Leo on her 'sexy videotape' is "Naughty Girl" by Beyonce's Knowles.
This is Mr. Stein's first appearance since earlier this season in "Boardroom and a Parked Place."
Goof: When Will is talking to Grace in the opening scene, he says that he was only on two dates with Barry. In the previous episode when he is pleading his case to Jack for approval he says "We've had fantastic dates all week", and these are not even counting the first date he went on with Barry that Karen set up or the next one when he let Barry down easy. So he has clearly had more than two dates with Barry.
Grace: You want me to stay over for a few days? Cause I could do it. Wouldn't be a problem at home.
Will: Your apartment's a mess, isn't it?
Grace: Total pigsty. At this point it'd be easier to move.
Grace: Why didn't you tell me?
Will: I can't tell you stuff like that.
Grace: Why not?
Will: Because you got a guy now! You know before, we were both losers. We'd come home from our dates and we'd swap our loser stories, your date would turn out to be gay, mine would turn out to be straight. We'd laugh about it, eat some cake-
Grace: Really, is it here?
Will: Focus! But now, you've got someone. You're a winner. And a loser can't tell a winner a story!
Grace: Aw sweetie, please. I could be married a hundred years and I will still be a loser. I videotaped myself in the shower, for god sake.
Will: Wow. Is that what it takes to get you into the shower?
Grace: (Wearing a black leather coat) OK, I'm here.
Will: Terrific. Everyone from The Matrix called, they want their coat back.
Mr. Stein: (To Grace) Who ARE you? Who--am... am I the only one who sees her? (Will and Karen nod their heads)
Will: (introducing Karen and Mr. Stein to each other) Karen, this is Mr. Stein, of Doucette and Stein. Mr. Stein, this is Karen Walker, of drunk and delusional.
Grace: I just wanted to make sure that you're okay after the whole Barry thing. For the record, I never liked him.
Will: You liked him.
Grace: I did, but he was no good for you.
Will: He was perfect for me.
Grace: He kinda was.
Will: Look, I'm fine. We--we had like, what, two dates? I spend more time on hold trying to vote for "American Idol."
Connie: Oh, Will. You're hot early. I mean, you're here, handsome. I'm sorry. Would you like some sex in your coffee?
Grace: I wanna borrow your apartment this afternoon... I'm making a sexy video to send to Leo.
Will: Why do you have to use my apartment?
Grace: I wanna be dirty in a clean place.
Will: Well just make sure you're clean in your dirty place.
Mr. Stein: Now, when you say "he," you're talking about a man.
Mr. Stein: But Barry is a girl.
Will: No, he's a man.
Mr. Stein: That's why they call you "Gay Will"!
Will: I don't! It's just that if--if you're gonna join a lonely and bitter club, you gotta at least stay bitter.
Karen: Well, we were wrong, honey. Love's good, especially the third time, when you cut the oxygen off a little.
Mr. Stein: That was fantastic.
Mr. Stein: I thought you were trying to kill me.
Jack: I-I-I figured if you didn't know I was there, you'd be yourself. And you were. Watch the tape if you don't believe me. You were free and uninhibited.
Grace: Oh, my God, you were there for that part?
Jack: Don't worry, I'm going to score that section, with violins, and maybe a slide whistle for comedy. (imitates a slide whistle)
Grace: That's not what it looked like! I'm a very thorough soaper.
Jack: (shuts off camera) And cut. Eating and singing? Why don't you just sit on the toilet and pick at your feet?
Jack: All right, Joanne, let's try it again. And remember, you've been unjustly accused of adultery, they've taken away your children, and you've just now realized you're blind.
Joanne: Blind, got it.
Jack: (puts on a pair of half-rim glasses) And--action.
Joanne: Today's winning Powerball numbers are 16, 53, 31, and 7.
Grace: Aah! What-- Jack, what are you doing here?!
Jack: I live here, when Will's at work.
Will: You know what, guys, it's fine. Please, go back to doing whatever it was your meds led you to believe you were actually doing.
Jack: But you watch that tape. I think you'll find yourself a little stiff. And you'll be the only one!
Gene Wilder won the Emmy Award For Outstanding Guest Actor In A Comedy Series.
Will: (referring to Karen and Mr. Stein's affair) It's like When Drunky Met Crazy.
This is a play on the title of the movie When Harry Met Sally, starring Meg Ryan and Billy Crystal.
This is a clear reference to Steven Soderbergh's 1989 film, Sex, Lies, and Videotape, starring James Spader and Andie MacDowell.
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