It's revealed that Grace lost her virginity to a guy named Ira, while Karen lost it with a politician named Mr. Tyler.
At the beginning of the episode, Grace is wearing a HWY 420 shirt. HWY 420 is a movement of Canadians and Americans joining together to demonstrate support for ending the expensive and destructive policy of cannabis prohibition.
This is the first time the word f-a-g is used in the series.
Grace: What you said about Jack was pretty harsh. What do you say about me behind my back?
Will: That you should never wear capri pants!
(Jack is acting "straight" at Will's Gym)
Jack: (to a woman patron) Nice Rack.
Woman: You're an idiot.
Karen: (talking to Stan on the phone) You were looking at her! Or maybe you were looking at, I don't know, a lamp, and her ASS just got in the way!!!!
Karen: God, I am so sick of Stan.
Grace: Karen, maybe you should talk to your shrink about this.
Karen: My shrink? Honey, I only go to him for refills.
Jack: I come from a very fat family. We store more fat than otters.
Grace: Did you know that you're wearing my clothes?
Karen: Yeah honey, and you're wearing mine.
Grace: AAHH!! I am!! When did that happen?!
Karen: Well uh..you wanna try on my sweater and I wanted to see what synthethc fabric felt like and...bipity bopity boob..we're on each other's clothes!
Jack: (to Will) I'd rather be a fag than afraid.
Will: Now, now-- listen. Swishburger, this is not like your old gym. Look around. No men in Flashdance collars. And behold...women!
Jack:There were women at my old gym.
Will: Not on their birth certificate.
Jack: Ohh. Look at this. (Jack pulls up his shirt revealinghis stomach)
Will: Jack, warn people before you do that.
Grace: Oh, god, that reminds me, Will. We're out of ricotta cheese.
Jack: I haven't worked out in 2 days. I'm fat. Je suis fatty gay. I got busted at the gym.
Will: For what-- feeling something other than the burn?
Grace: Oh. Oh, right. The drool. So Ira... Is floppin' on top of me like a horny trout... And then all of a sudden he lets out this scream that sounds something like, "Ga-ga-gah!" "Gah! Gah." And pffft! It's over. And that's how I lost my virginity.
Will: How do you know the Jock Block?
Grace: (In a Swedish accent) Oh, Geez, I overheard it at the salon. Those gay fellows are a real hoot.
"Alley Cats" was originally scheduled to be shown on 4/22/99, but was swapped at the last minute with "Will Works Out."
Karen: Talk? And how would that...go?
Grace: Well, Nell...
This is a reference to the Jodie Foster movie Nell, who played an isolated woman that never learned to speak.
Jack: Well, listen, Will, I am what I am.
Will: And that makes you what, the Gay Popeye?
The is a reference to the animated character Popeye, who ended every cartoon by singing, "I am what I am and that's all that I am, I'm Popeye the sailor man."