- Will: [learning Sam slept with Grace] How could you do this?
- Sam Truman: You mean in general or in this particular situation?
- Will: Don't joke.
- Grace Adler: Will... Will, I am so sorry.
- Sam Truman: It was an accident.
- Will: An accident? Well, how... how does that work? "Oh, sorry, I slipped and fell. Over and over and over again"?
- Karen: You slept with Sam because he's the Will that will touch your boobies.
- Grace: Are you implying that I had sex with Sam because he's the straight version of Will? Well, it just so happens that I had sex with Sam because he's cute...
- Karen: Like Will
- Grace: He's smart...
- Karen: Like Will
- Grace: He's funny...
- Karen: Like... you think Will is.
- Sam Truman: [about sleeping with Grace] It was just one night.
- Will: Oh, really? Just one time?
- Sam Truman: Actually, two times. One night.
- Grace Adler: Look, the Jacobs had to cancel this morning, so I've rescheduled for tomorrow afternoon. Can you just call and nail down a time and make sure they don't need any...
- [Karen is staring at Grace]
- Grace Adler: What?
- Karen Walker: You had sex.
- Grace Adler: What? How did you... What... Is this out on video? I don't understand. How does everybody know?
- Karen Walker: Every poker player has a tell. And, uh, speaking of poker, who was it, huh?
- Grace Adler: No one you know, so just don't even...
- Karen Walker: [Gasp] It was Sam!
- Grace Adler: Oh, my god! No, you know what? I'm going before you figure out every detail of what happened last night.
- Karen Walker: Honey, come on. There is no possible way I could know every detail. I only know it was twice!