Will & Grace (season 3)


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Will & Grace (1998-2006, 2017-2020) is a popular U.S. TV series. The main characters are: Will Truman, a gay attorney; his best friend, Grace Adler, a straight Jewish woman who runs her own interior design firm; Karen Walker, a very rich, alcoholic socialite; and Jack McFarland, an effeminate gay struggling actor. The show takes place in New York City.

New Will City [3.01]

 * Grace: Last night in bed I called Josh "Ben". To cover I stretched it out into "Bend over"...and I ended up doing something I never wanna do again.
 * Will: Good thing Ben's name isn't "Pee-Wee".


 * Grace: [to Will] My love for you is like this scar. Ugly, but permanent.

Fear and Clothing [3.02]

 * Will: Did I just scream like a woman?
 * Grace: Don't flatter yourself. You scream like a girl.


 * Grace: Can you imagine if whoever it was had actually gotten in? He probably would've made me rub lotion all over myself so he could make a prairie skirt out of my skin. Karen, I have never been more terrified in my entire life.
 * Karen: Oh, honey. Stan bought me a 7-karat ruby on our trip to Paris last year.
 * Grace: What does that have to do with the break-in?
 * Karen: Nothing, honey. I thought we were just swapping stories. Jeez, Louise! Didn't realize it was "All about Grace" day.

Husbands and Trophy Wives [3.03]

 * [Will and Jack are going to what they think will be a weekend of debauchery]
 * Jack: It's been so many years. I hope I can still pull off a thong.
 * Grace: Isn't the whole point of these weekends to pull off someone else's?


 * Karen: [to bartender] Ah, Smitty. Why is there is so much pain in the world? So much cruelty? Can you tell me that, Smitty?
 * Bartender: My name is not Smitty.
 * Karen: I don't need your life story, nose hair, just fill 'er up!

Girl Trouble [3.04]

 * Will: I'd try to appeal to you as a smart gay man, but, ironically, that would be fruitless.


 * Karen: Honey, I thought we talked about the beret. Patty Hearst couldn't even pull it off, and she had money and a gun.

Grace 0, Jack 2000 [3.05]

 * Grace: I'm a little nervous. I'm breaking up with Ben tonight.
 * Karen: What's the matter, he's not gay?


 * [Jack is performing his new cabaret act, "Jack 2000"]
 * Jack: And where are you from?
 * Audience Member: Montana.
 * Jack: Only two things I know come from Montana: steers and queers! Either way, welcome!

Love Plus One [3.06]

 * Grace: We went out a couple of years ago. It was...interesting.
 * Will: She's being modest; it was terrible. For six weeks they fought like cats.
 * Grace: Yeah, but we made up like dogs.


 * Jack: Oh my God, I love TV. Buffy is my life! I'm so into Willow being a lez.

Gypsies, Tramps and Weed [3.07]

 * Will: What is that smell?
 * Grace: Why do you always look at me when you say that?


 * [Cher approaches Jack as he is playing with his Cher doll]
 * Cher: Ya know dude, it is a little weird that you are talking to my doll.
 * Jack: Um, I don't think that I need a drag queen to define normal behavior. But I will say this, the look is flawless.
 * Cher: Whatever.
 * Jack: Ohh. Working the attitude. OK, you're good.
 * Cher: I've had a lot of practice.
 * Jack: Hey hey. You're not that great, Mister Sister. I do a better Cher than you.
 * Cher: Ya think so?
 * Jack: Actually it's "You think so, hooooooooooooooe!"
 * Cher: Are you kidding me with this?
 * Jack: OK, the hand is perfect, but it's more "are you kidding me with this, hoooooooooooe!"
 * Cher: Get a life.
 * [walks away, then turns around]
 * Cher: [sings] "If I could turn back time..."
 * Jack: [clears throat to sing] "If I could turn back time, hoooooooooooe!" "Time - hoooooooe. Time hoooooe. Time hoooooe."
 * Cher: [slaps Jack] Snap out of it!
 * [she leaves; Jack realizes who she really was and faints]

Part 1 [3.08]

 * [Will finds Jack taking clothes from his closet]
 * Jack: Hi.
 * Will: What are you doing in the closet?
 * Jack: I could ask the same of you.


 * Bobbi Adler: Hello, dear! You look so beautiful!
 * Grace: Mom giveth...
 * Bobbi Adler: Why do you have to cock it up with that hair?
 * Grace: ...And Mom taketh away.

Part 2 [3.09]

 * [Will has just confessed to Grace that he's gay]
 * Will: Look, if I can't have sex with you, I couldn't have sex with any woman! It's a compliment to you!
 * Grace: That's not a compliment! A compliment is "You're sexy, you turn me on," not "One look at you proves I'm a queer"!


 * [Jack and Karen are talking to Pam, who doesn't realize that her boyfriend Tom is gay]
 * Karen: Ah cripes, honey, let me give it to you in a nutshell. Your boyfriend is a big, flaming, feather-wearing, man-kissing, disco-dancing... [takes a sip of her drink] Vermont-living, Christina Aguilera-loving, Mykonos-going... [to Jack] Honey, take it on home.
 * Jack: Tom's queer, dear.
 * Karen: Merry Christmas!

Three's a Crowd, Six Is a Freak Show [3.10]

 * Karen: Hey, preggo, what are you lookin' at? You never seen herpes before?


 * [Will is dating a man Jack is interested in]
 * Jack: Judas! You're Judas! This is exactly what happened with him!
 * Will: I don't know that what happened there was a gay love triangle.

Coffee and Commitment [3.11]

 * [Jack comes in hopped up on coffee, sipping an iced coffee and talking fast]
 * Jack: Hey friends, lovers, mothers and other strangers! You are never going to believe what happened to me. [trips] Oh, my God, did you see that? I almost did a half-nelson. I almost bruised my delicates, my delicates, my domo arigatos, mister tomatoes. [pulls out second iced coffee from bag] Huge news! I have met — are you ready for this? Mister Right. Well, Mister Right Now anyway, ba-da-bum. Goodnight folks, I’m here all week! Jack 2000! [sips] He works over at the Jumpin’ Java. You know, that coffee shop over on 72nd and his name is Paul. He is cute with a capital Q! And the busier it gets, the hotter he gets; and the hotter he gets, the sweatier he gets; and the sweatier he gets...I forgot where I am going with this, but the point is...[sips] Me likey he and he likey me, and the best part is — shazam! He gives me free ice coffee every time I go in, which is every hour on the hour and, thank you very much, and occasionally on the half hour. Ba-da-da-da-da-da! [spits tongue]


 * Karen: Honey, if it'll help you, I'll kick coffee too! It won't be easy, but every morning I'll just have to get used to drinking my Bailey's straight. It'll still be the best part of waking up!

Swimming Pools... Movie Stars [3.12]

 * Grace: Oh, my God. I know this apartment. You'll never guess whose it is. You're gonna die.
 * Will: We're all gonna die, Grace. The important thing is what you do while you're here.


 * Cheryl: Mrs. Walker? Cheryl Bricker-Fossberg, Taylor and Hayden's mom.
 * Karen: I have no idea what you just said.
 * Cheryl: I just want you to know I think you're awful. Your son Mason swam his heart out today, and all he wanted to do was share that joy with his family. But when he looked up in the bleachers for a familiar face, nothing. Not even a housekeeper. I find that appalling.
 * Karen: Oh, yeah? Well, I find stretch pants appalling, but I'm too much of a lady to mention it, fat ass.

Crazy in Love [3.13]

 * Grace: You said that money was no object.
 * Karen: Honey, that's just a saying, like, "Ooh, that sounds like fun," or "I love you."


 * Will: Okay, basketball's not my game.
 * Matt: Yeah, I kind of suspected that when I suggested a game of Horse and you got down on all fours.
 * Will: I knew that sounded too good to be true.
 * Matt: Look, you don't have to pretend to like sports for me.
 * Will: Yes, I do. It's why you broke up with your last boyfriend, isn't it?
 * Matt: Do you really think I'm that shallow? I broke up with him because he was poor. I'm kidding! I'm kidding. We were just different. I like foreign movies. He liked foreign men.

Brothers, a Love Story [3.14]

 * Jack: I don't understand this. I mean, what's going on right now? What exactly are we watching?
 * Will: This would be called a basketball game.
 * Jack: Uh huh, uh huh. And where is this all taking place?
 * Will: That's Madison Square Garden.
 * Jack: That's a sports auditorium now?
 * Will: It's the world's most famous sports arena. But I can see how that fact may have eluded you, given that your entire knowledge of sports consists of giggling every time you hear the word "balls".
 * Jack: [giggles] Gets me every time.


 * Jack: Ring...Hello? What's that? I'm bored? Thanks for calling, bye bye.

My Uncle the Car [3.15]

 * [Grace is trying to start up her Uncle Jerry's old car.]
 * Grace: Okay, here we go. [tries to start the car, but it just clicks] That's weird. Will, what do you think is wrong?
 * Karen: Oh, my God. She just asked a fairy an engine question. We're all gonna die in this car!
 * Will: Karen, you're not going to die. It would take a silver bullet and a wooden stake to do that.


 * Sister Louise: My family dropped me off at a convent when I was three. Yeah, they told me that I was going to the zoo. I was so excited. They dressed me up, gave me a lollipop. All I wanted to do was see the penguins. Ironic, isn't it?

Part 1 [3.16]

 * Karen: You wouldn't happen to have a breath mint, would you?
 * Lady: Why, yes, I do. It's in my purse.
 * Karen: Well, pop it! It's not doing you any good in there!
 * Lady: How offensive!
 * Kare:: Honey, it's your breath, not mine.


 * Karen: Honey, how can you drink straight orange juice first thing in the morning?

Part 2 [3.17]

 * [Will has just met his father's mistress]
 * Grace: Oh, Will, what you must be feeling! I mean, we were just talking about it, and then whoomp! There it is.
 * Will: "Whoomp! There it is"? What am I supposed to say, "Who Let the Dogs Out?"

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 * Grace: [sobbing] I feel like I'm in The Twilight Zone. And all the people are pigs. And I'm the pretty one, but everyone thinks I'm ugly because they're all pigs and they think pigs are pretty!

Mad Dogs and Average Men [3.18]

 * Grace: Sumner, hi. If you're looking for your Aunt Karen, she's not here. She doesn't work on days that end with..."day."

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 * Karen: He's my nephew, and I love him like a son of a bitch! And I mean that literally. Stan's sister's a bitch.

Poker? I Don't Even Like Her [3.19]

 * Karen: So, how they hangin', honey?
 * Candy: Well, thanks to Dr. Kipper, three inches higher. Listen. As much as I'd love to stay here sweatin' with the oldies, I'm getting a little woozy from the booze-y seeping from your enlarged pores.
 * Karen: Oh, honey, they're not enlarged. They're just in shock over that hair color.

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 * Jack: Do I smell plastic burning?
 * Karen: That was Candy Pruitt. That girl does love her plastic surgery. She's been to Mexico so many times for procedures, I swear if you whacked her over the head with a stick prizes would fall out.

An Old-Fashioned Piano Party [3.20]

 * Grace: Come on Jack, eat something. I got you this lavender cupcake.
 * Will: Yeah, with rainbow sprinkles, the color of our flag.

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 * [Grace and Larry are playing the piano]
 * Grace, Larry: [singing] Enough is enough, is enough, is enough, is enough, is enough...
 * Karen: THAT'S ENOUGH!

The Young and the Tactless [3.21]

 * Karen: We've narrowed down the identity of Jack's father. It's either one of the 11 Black brothers of New Haven, Connecticut, or Paul Lynde, the center square.

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 * Will: Hide the crucifixes. Beelzebooze is here.
 * Karen: Ha ha. Oh, honey. I got a fake laugh with your name all over it.

Alice Doesn't Lisp Here Anymore [3.22]

 * Grace: You know how every school has that girl all the other kids make fun of? Bad at sports, a little overweight, friends with the lunch ladies?
 * Will: I was that girl.

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 * [Jack is videotaping an award acceptance speech]
 * Jack: I want to show them I'm sincere, but I haven't gotten that far in my acting class. We're still on "learning how to listen"...which I don't know how to do, so I just open my eyes really wide and nod.

Last of the Really Odd Lovers [3.23]

 * Will: Look, I have a really great time with you, but you're 23.
 * Scott: And 3 quarters.
 * Will: See, just the fact that your age has fractions in it...

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 * Val: I'm wearing your dirty bathwater in a vial around my neck.
 * Jack: Okay. Time to go, psycho!

Part 1 [3.24]

 * Will: He's using my new Chantal sauté pan with a metal-edged spatula. There is no way a crêpe is ever going to slide off that again.
 * Grace: Wow, you are more gay before 9 a.m. than most people are all day.

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 * [Will, Jack and Nathan are drinking to Jack's dead father, whom none of them ever actually met]
 * Will: [toasting] Here's to you, Joe &mdash; we hardly knew ye. [pause] In fact, we didn't know ye at all.

Part 2 [3.25]

 * Nathan: Grace, if you're gonna think I'm gay every time I pass out with men, you're in for a lifetime of heartache.

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 * Grace: I'm 27 years old. I'm not getting any younger.
 * Will: Really? Because in that last sentence, you just became 5 years younger.