After 6 seasons of working for Grace, Karen officially quits Grace Adler Designs.
This episode received the 2005 Emmy nomination for Outstanding Multi-Camera Picture Editing For A Series.
During the End Credits, Erinn Carter's credit has her character name as "Alex," but Grace calls her "Katherine."
Continuity Goof: Karen said she never cashed any of Grace's paychecks, which is untrue because in the season 2 episode "Polk Defeats Truman," Karen cashed all of the checks she had received from the time she started working for Grace Adler Designs up until that point.
Continuity Goof: Karen said she's been working for Grace for 9 years. In season 1, she'd only been working for Grace for six months, so if that were true that would put her at close to 8 years working at Grace Adler Designs.
In the first bookstore scene, there's a guy in a grey sweater in the back looking over books. Watch closely as he's always looking at the same book.
Jack: Big crowd, Will. A sea of gay and lesbian lovers of literature.
Jack: Also known as a Who's Who of Uglyville.
Jack: (At the book store) While we're here, can we check out lesbian erotica? I'm still trying to figure out exactly what it is they do.
Will: Yeah. I imagine it's like bumper cars.
Grace: Instead of throwing myself into exercise, I'm going to throw myself into my work.
Will: Yeah. You do realize that when you're taking a spin class and you don't pedal, you're really just listening to music.
Grace: I was also scratching my patch of eczema. That had to have burned some calories.
Katherine: (asking Karen about colors for the nursery after Grace left unexpectedly) What colors do you see?
Karen: Oh, well, um, right now everything's sort of purple and you two kind of have an acid green aura... Oh you mean for the baby's room! Oh, are you asking me to...
Dan: Well you do work for her and she kind of left us hanging.
Karen: Right, well, um, just spitballing here, but how about some clouds drifting across a blue sky.
Katherine Ooh, I like that! What kind of blue?
Karen: Well you know, a soft blue, like a 10 mg Valium blue. And then we'll do the moldings in yellow.
Dan: Oh that sounds wonderful, a bright yellow?
Karen: More of a... well here (Karen dumps pills from a bottle) let me show you my swatches.
Will: I'm looking for a book about a gay guy who feels real bad about himself.
Linus: (Pointing) That whole wall over there.
Grace: It's good to be back. Alder & Walker, Walker & Adler.
Karen: Honey, don't say your name next to mine. Makes mine sound Jewie.
Grace: Well yours makes mine sound drunk.
Karen: Wow... Right in the nuts.
The line "Britney Spears Federline, a gym!" was put into the script at the last minute, two weeks before Spears' marriage actually happened. They were guessing she wouldn't have another 48 hour marriage and the joke would fly through. Thankfully, it did.