Will & Grace (1998–2020)
Megan Mullally: Karen Walker
Photos
Quotes
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Karen : [on hiring Jack to play a straight man in a commercial] No one in the world would believe you're straight. You're as gay as a clutchpurse on Tony night. You fell outta the gay tree, hitting every gay branch on the way down. And ya landed on a gay guy... and ya did 'em. No, no, honey, your gayness can be seen from space.
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Karen : Grace. It's Christmas, for goodness sake. Think about the baby Jesus... up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.
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Grace : What you're feeling are pangs of guilt.
Karen : What?
Grace : Guilt. Oh, boy. Ok. How am I gonna explain this one? Uh... guilt is an emotion that - Ok. Jumping ahead. An emotion is something that...
Karen : Hey, hey, hey. Come on. I know what guilt is. It's one of those touchy-feely words that people throw around that don't really mean anything... You know, like "maternal" or "addiction."
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Karen : Good Lord. I can't believe I'm at a public pool. Why doesn't somebody just pee directly on me?
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Karen : [to Gillian the intern] Hi, honey. Sit down!
Gillian : What's going on, what's happening, what's this all about?
Karen : I've got something tough to tell you. Uh, I'm fabulous, okay? I'm an incredible dresser, I've got buckets of money, I'm a hoot and a half, and I've got a killer rack. Do you get what I'm saying?
Gillian : Not really.
Karen : Honey, you're not me, and you never will be.
Gillian : [pointing to her chest] Is it the rack?
Karen : [laughing and shaking her head] "It's a big part of it. Now, you're never going to be me, but, you got a good chance to be Grace, and that's nothing to sneeze at, honey, you shouldn't throw it away so quickly."
Gillian : But Grace, she's just not us.
Karen : Bup-bupbupbupbupbup, watch your mouth, or I'll wash it out with cheap vodka. That's my little girl you're talking about. Now, Grace is a damn good role model. She's bright, she's successful, she's the worst dresser in the whole wide world, she's talented and I look up to her. Honey, why else would I be here?
Gillian : You told me it's because you hate being home with Stan and the kids.
Karen : [laughing and shaking her head] It's a big part of it.
Gillian : Hey, can I still use the word "honey"?
Karen : What? Ohhhhhhhh no.
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Karen : It's a victimless crime, like tax evasion or public indecency.
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[a man rushes in to meet Karen]
Man : Miss Walker, I came as soon as you called.
Karen : Well that's really none of my business, but thanks for sharing.
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Grace : Pam, did you fax over the drawings to the cabinaker yet?
Pam : Right after my smoke break.
Grace : I already told you, there is no smoking here.
Pam : It is part of my religion.
Karen : Smoking in the office... how inappropriate! Hey does anyone mind if I take my boob out for a second?
Grace : It's one thing at dinner Karen but work is where I draw the line.
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Jack : I don't know how much longer I can live with Will. I mean, every time I get in the shower with him he's like, Jack, get the hell out.
Karen : I know honey, Grace is driving me nuts too. She can't concentrate on work anymore, she just sits around all day, doodling pictures of people's houses, on these enormous sketch pads. And then, she's on the phone all the time ordering furniture. Honey, where's she going to put all that, huh? In those "houses" she's drawing?
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Karen : Oh Minnie Driver, who ever told you, you could pull off a leather jumpsuit?
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Karen : You say potato, I say vodka.
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Karen : It's the oldest story in the book. Boy meets girl. Boy wants girl to do dominatrix film. Girls says, "Naked?" Boy says, "Yeah." Girl says, "No way." Boy says, "Okay how about you just wear this rubber dress and beat this old guy with a scrub brush?" Girl says, "How hard?"
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Karen : It's a cult, like the Moonies, or the homeless.
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[Will is trying to convince Karen not to fire her pastry chef, whom he has the hots for]
Will : He's a genius. He's an artist. You wouldn't fire Picasso, would you?
Karen : I would, and I did! He put both my breasts on the same side of my body. I wouldn't take that from my plastic surgeon, and I wouldn't take it from him!
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Liz : So I had this apartment to myself for 10 years because I was having an affair with my boss and he paid half the rent so he'd have some place nice to do it. But then he got murdered... and I couldn't really afford it on my own. So what's your story?
Karen : Since my marriage ended I've been living at The Palace and even though I've made a lot of swell friends... it's lonely.
[Karen tries to pour a soda into a glass without opening it]
Karen : I want a real home, with real people. I mean you're real, right?
Liz : [Liz opens the soda... Karen looks in awe as she pours the soda] Super real. So, okay, true or false? I'm easy to live with.
Karen : Um, true!
Liz : False! I'm a nitpicker supreme. I think it comes from all my years as a professional in the music biz.
Karen : You're in music?
Liz : I didn't want to put it on the ad because you get all these wannabees knocking on the door. I'm an office manager for the company that does those collections that you see on TV. You know "Hits of the 80's", "Ladies of the 80's", "Rock Ballad's of the 80's"... "the 90's".
Karen : Well I can see why you'd want to keep that a secret Liz. I mean you must really never know if people are liking you for you or the 80's hits.
Liz : You should know that I like things done a certain way, just ask Melissa and Keith. They work under me. Like if they're 5 minutes late for work, I look at my watch, I look at them and they just get it. Oh my God I totally just bragged. Please tell me to shut up... cut to me still talking about myself.
Karen : Um, Liz, I know we haven't known each other very long, but I think, that you might be, just about the most interesting person I've ever met... I could learn tons from you.
Liz : Okay, okay, true or false... I think you're great?
Karen : Um, false.
Liz : True!
Karen : Oh this game is so hard!
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Karen : Oh honey, I would, but... I don't want to.
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Karen : Hey Hey Hey Hey, This is a place of business! We are trying to get some work done in here and we don't need you just barging... wait, I'm saying it and I don't even buy it!
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[Lyle walks in]
Lyle Finster : There she is, the woman who set my heart on fire.
[Karen rolls her eyes]
Lyle Finster : Which is a nice change, since the women I'm usually with cause a burning feeling in an altogether different area.
Karen : Get lost, David Cop-a-feel. Just because we once made out like drunk straight girls at a frat party, doesn't mean you're wanted here.
Grace : [to Lyle] Hi. Welcome to my office. And we usually reserve this kind of talk for casual sex Friday.
Lyle Finster : Oh, I'm so sorry. I didn't see you there. Lyle Finster.
Grace : Finster? Oh my God. You're Lorraine's father. You tricked Karen into kissing you.
Karen : That's right. And it ain't never gonna happen again. No, sir. Not on my watch.
Lyle Finster : I understand. But I only came here to return the kiss that you left on my lips.
Karen : What? Give it back!
[Karen jumps on Lyle and they start making out and growling]
Grace : If you'll excuse me, I'm just gonna go in the back and gouge out my eyes and puncture my eardrums.
Karen : Oh, no, honey, stay. I was just taking back my -
[realizes]
Karen : Hey!
Lyle Finster : Karen, I'm lost without you. I've tried to fill the void with secretaries and whores, but at the end of the hour, it's you I wish I was paying.
Grace : Really, I'm uncomfortable.
Karen : It's never gonna happen between us, Lyle. So beat it.
Lyle Finster : Very well. But I'll never forget you. Every mouth that I kiss will be your mouth. Every bottom that I slap will be your bottom. Every nipple that I tweak...
Grace : Please, one of us has to go!
Karen : Get out.
Lyle Finster : Very well. But know this: Every vagina...
Grace : GET OUT!
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Karen : [to Grace] Oh Lord, honey, you are just as simple as that blouse you're wearin'.
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[Ellen asked Grace to baby-sit her kids but is now upset because she assumed Will would be there as well and he is out of town and she no longer wants Grace to do it]
Ellen : You know what I just realized? Rob's sister can probably do it. She lives closer to us anyway.
Grace : Judy? The one who has to turn the lights on 14 times or the oceans will dry up?
Karen : Ellen, why would you leave your kids with someone who has such an important job?
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Jack : So we need to get them back together, but how? Pretend to think, pretend to think.
Karen : Pretend to care, pretend to care.
Jack : Oh, I've got it. What we need is a plan. Some way to get them in the same room together.
Karen : Oh honey, that's genius, write that down. Oh, wait, not on that, that's for Will and Grace, that's an invitation to Joe and Larry's kid's birthday party.
Jack : Oh yeah, I got one of these too. Anyway, enough about that. We have to figure out a way to get them in the same room so they can work it out. But how? Ow, I just got a paper cut on this party invitation for Will and Grace.
Karen : Focus. We're trying to get them in the same room together. Forget about this party they're both invited to. Now, what do they both like?
Jack : Well, Will likes to be taller than everyone, and Grace likes to eat cake.
Karen : Where can we take them where there'll be small people eating cake?
[takes a sip of wine]
Karen : Oh, shoot, I just spilled on this invitation to a child's birthday party.
[pauses]
Karen : Hey, are you thinking what I'm thinking?
Jack : I don't know, are you thinking what it would be like to have Spiderman spray his web on you?
Karen : Okay that's just freaky.
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Will : Ben Doucette, Karen Walker.
Ben Doucette : I know Mrs. Walker.
Karen : Oh, yeah... I remember you. Stan and I met you at the Whitney opening. You were the bartender. Yeah.
Ben Doucette : No, you just gave me your drink order.
Karen : Yeah... and I'm still waiting for it.
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[Will is coming out to his boyfriend's boss, who had thought they were brothers. Earlier, Will and Stan changed Stan's will without telling Karen and made it so 1/3 of his money would go to charity]
Will : But make no mistake about it, Harry. I am a gay man. I sleep with men. I have no desire to sleep with women... Not now, not ever.
Karen : [entering] You screwed me, Will Truman!
Will : What?
Karen : Oh, don't you play dumb with me. Oh, you stuck it to me but good.
Will : Karen...
Karen : And he is just so comfortable giving it away, aren't ya? Wow. Single mothers. Homeless women. Sally Struthers? You make me sick! I got news for you people, I'm gonna get him in a room, and I am gonna work that little will until I'm satisfied.
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[Karen is waiting up for Rosario, who has been out cleaning another man's apartment]
Karen : Well, well, well. El Pollo has come home to roost. How's Beverly?
Rosario : Miss Karen, I was just...
Karen : Oh, don't insult me with your lies. I know where you were. Scrubbing floors for Beverly Leslie. I can smell his generic cleaning products all over you.
Rosario : It's not what you think.
Karen : Oh, really? Is that a new Members Only jacket you're wearing?
Rosario : So what if it is? A lady likes nice things.
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Karen : Wow that may have been the greatest day of my life. I love errands. They're like mini-adventures for undesirables.
Liz : Okay so your half of the bill is $30.45 and don't try rounding down like my last roommate cuz that is just f-ed up.
Karen : Well you don't have to worry about me Liz, I intend to pull my own weight around here.
Liz : Now did you take a look at the chore wheel? Cuz you're in charge of emptying the ant traps and organizing the CD tower.
Karen : Wow, how did I go my whole life without ever learning any of those words.
Liz : Karen you shouldn't of bought this cheesecake I'm like totally eating healthy this week. Ugh! Cut to me eating this whole cheesecake.
Karen : Oh Liz, I love when you do "cut to me".
Liz : Everybody does.
Karen : [pulling out a jug of wine] Oh Lizzy, I rented us a video
Liz : You are gonna get me into so much trouble.
Karen : If you're lucky!
Liz : You're crazy!
Karen : Like a fox!
Liz : I doubt it!
Karen : You wish!
Liz : Don't I ever!
Karen : You and what army?
[Karen has a huge laugh]
Karen : Oh Lizzy.
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Karen : Oh, coulda shoulda Prada!
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Karen : Honey, I wanted to talk to you about the wedding. I booked Saint Patrick's Cathedral. I know you're Jewish, but I couldn't find a bank or a deli on such short notice.
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Karen : [looking into a mirror] Hello Starshine.
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[Karen has just messed up Beverly's pool shot]
Beverly Leslie : I would have made that shot.
Karen : Aww, tell it to the Marines, if you already haven't.
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Karen : By your inflection I can tell that you think what you're saying is funny, but... No.
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Karen : [storming angrily out of the Principal's Office] You dragged me down to this God-forsaken place to tell me my kids made the Honor Roll? Honey, my time is precious, call me when one of them gives birth at the prom!
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Karen : You know, may there is an alligator running around with me as a handbag... I mean who knows what they do with my old skin...
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Karen : Well, well, well. Look what the cat cleaned up, showered, exfoliated, powdered, lipsticked, Gucci'd and dragged in.
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Karen : Honey that is so sweet... no.
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Karen : Husbands come and go but the Chanel slingbacks are for life.
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Karen : Looks like your new sweetie's turned his back on homosexuals. And not in a good way.
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[Will is wearing an Abercrombie like shirt]
Karen : Oh, Will, there was someone in the elevator asking for you. Oh, yes, it was your youth it wants its shirt back.
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Malcolm : Excuse, Ma'am, but might I just say how beautiful you are, and I look forward to seeing you ride that electric wheelchair towards me on a very bumpy road... in a town where everyone's naked.
Karen Walker : Hello, Karen Walker, and it's a pleasure to meet a true gentleman. But now if you'll excuse me, the gap between my toes is throbbing like a son of a bitch!
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Karen : I'm a lady, assface!
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Karen : My name is Anastasia Beverhausen. That's Anastasia like Russian royalty and Beverhausen like... where the beaver live.
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Karen : It's not something you can just run away from like a hotel bill or a crying baby.
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Karen : I'd give you a credit card, but I used my AmEx to hit a face I didn't like.
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Karen : Honey, when I agreed to drive you to the set, you didn't say it was on Staten Island. How the hell am I ever gonna get the stench of landfill and working class families out of tropical lightweight wool?
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Karen : I know what this is. This is the work of our limp wrested lawyer, WILL TRUMAN.
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Karen : Oh kids ruin everything. I mean look at the stitching on this. You cannot trust a ten year old to do a good hidden button.
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Karen : I'm still waiting on that drink.
Ben Doucette : Something tells me you haven't been waiting.
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Karen : I smell liquor on my breath. You're drunk!
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[Karen answers Jack's phone; it's Elliot and he wants to talk to Jack]
Jack : No, no, he's gonna - he's gonna try to get me to another one of his basketball games. It's just not my thing. Make up an excuse.
Karen : All right.
[into the phone]
Karen : Um, Elliot... Yeah, I've got some bad news. Jack and I were figure-skating and he plunged through the ice. Haven't heard from him since. Could I take a message? Okay. You're trying out for the cheerleading squad?
Jack : [runs over and grabs the phone] Brr, I'm back!
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Grace : We're all here for you, right Karen?
Karen : Why wasn't I your girlfriend, queerbait?
Jack : What?
Karen : You told your mother that Grace was your girlfriend, how could you?
Jack : But I didn't even know you when I made up that lie.
Karen : Oh yeah, but when you did, you should have broken up with her, and hooked up with me.
Jack : You're married, I'm gay.
Karen : Not in the lie.
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[Jack and Karen have just had a big fight over the Rosario/Jack divorce case. Jack flounces out of the room but just before...]
Jack : By the way your boobs look great today
Karen : [Quickly but cheerfully shows some of her top and cleavage] Thanks it's a one of a kind Jean Pierre just had it shipped in from Paris today.
[Pissed off]
Karen : NOW GET THE HELL OUTTA HERE.
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Karen : Poor Jack. How could anyone tease a boy with such lovely eyes. Sweet smile.
[Beat]
Karen : HAH. JACK MC FAIRYLAND.
[whiny kid voice]
Karen : Fairy land fairy land Give me your lunch money fairyland or I'll kick your ass.
[Karen stops heads over to her chair and sits down]
Karen : Kids can be so cruel...
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Karen : You know I had a dream once. To be rich and beautiful and have a great body. Oh look, my dream came true.
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Karen : Well don't let it get to your head, your hair is already such a disaster that the Red Cross wouldn't give it coffee.
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Karen : I'm not going to Queens, there are people living in cabs down there.
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[to Leo]
Karen : Well, look who penetrated the inner-circle. And then he stuck around and married her.
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Karen : Why did I agree to cook for Stan? I must have been sober. That won't happen again.
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Ben Doucette : Let's talk wine. Karen, you have any preference?
Karen : Honey, I'd suck the alcohol out of a deodorant stick, so you're asking the wrong gal.
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Karen : Grace that blouse hurts like a hangover.
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[Karen is meeting Stan in prison]
Karen : I can't have sex with Stan with the lights on. How am I supposed to have a conjugal if I have to watch the con jiggle?
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Karen : I'm not good or real... I'm evil, and imaginary.
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Karen : I thought, finally. A man who can make a woman feel like a girl. And who can make that girl feel like a slut. And who can make that slut feel like a woman.
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Karen : [to a lesbian at a hate crime prevetion fundraiser] Oh yeah, honey, we're all lesbians when the right man isn't around.
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Karen : OK, rule number one. Unless you're served in a frosted glass, never come within four feet of my lips.
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Karen : Nice outfit for a funeral. If that outfit were any shorter I could see your English muffin.
Lorraine Finster : I wouldn't talk. If that dress were any lower I could see your Yankee doodles.
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Karen : [to Will] Oh honey, I have a fake laugh with your name written all over it.
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Jack : So, K, how's it going with the divorce? Do we know what we're getting yet?
Karen : Well, we'll find out next week after the hearing, but I'm not worried. All we have to do is show that Stan cheated on me - which the filthy pig did - no hard feelings - may he rot in hell - I love him to pieces - the fat turd. And I get half of everything.
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Karen : [to Will] Honey, I thought you were a lawyer. Why are you living in the projects?
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Karen : The only other person I've apologized to is my mother and that was court ordered.
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[Jack and Karen meet Bebe Neuwirth at a cafe]
Karen : Say something as Lilith. We hate your real voice.
Bebe Neuwirth : I will if you will.
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Karen : Swell party. My stepson's no longer a virgin. Thanks, Debbie Harry.
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Karen : My mother's crazy, that's why I had her committed. Well, she's not as crazy, as so much as she really bugs me... yeah, she's a bitch.
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Karen : Honey, I don't produce theatre. I am theatre.
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Karen : [to Jack] Oh, Honey. You're simple, you're shallow and you're a common whore. That's why we're soul mates.
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Karen : [to Will and Jack] Hey. What the hell did you two Mork and Mindy-looking sons of bitches do to my cousin Barry? You're supposed to help him be gay, but you didn't finish. The poor kid's so confused, he's sitting at home on the couch watching football in a spandex onezie.
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Karen : Wilma, I forget, which are you these days, gay or straight? Wait, wait! I'll do a little test. There's a penis and a vagina in a tent and it's on fire. Which one do you save?
Will : Why are they in a tent?
Karen : Oh, Will! I'm trying to do you a favor. I want to hook you up with my cousin Barry!
Jack : What? Why him? He's hideous!
Jack : [to Will:] No you're not.
Jack : [to Karen:] He's revolting!
Jack : [to Will:] That's not true.
Jack : [to Karen:] He's disgusting!
Karen : Oh, and when you meet him, where something tight. You've got good stuff in there.
Will : What am I, a sausage?
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Karen : How about a toast...
Karen , Jack : To Will and Grace's baby.
Will : I can't believe you told her.
Grace : I can't believe you told him.
Will : He doesn't count, he never listens.
Grace : She doesn't count, she's always buzzed.
Karen : Hey, hey, hey. Hey, c'mon now... where are we?
Jack : ...I'm sorry, what?
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Karen : Grace. It's Christmas, for goodness sake. Think about the baby Jesus: up in that tower, letting his hair down... so that the three wise men can climb up and spin the dradel and see if there are six more weeks of winter.
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[after being complimented on her looks by her former adult movie employer]
Karen : Yeah? Well it's smacked you in the face with a shovel and left you for dead, ya look like hell.
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Karen Walker : She's gone to Mexico for face-lifts so many times, I'll bet if you whacked her head with a stick, prizes would fall out.
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Karen : Well, howdy, domestic pardner.
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Karen Walker : I'm going to grab some lunch with some of the other gals from the typing pool.
[Grace stares at her in disbelief]
Karen Walker : Oh, it's Zoe's birthday! Fran made cupcakes!
[she giggles]
Karen Walker : [she leaves the room]
Grace : Cupcakes...! Frickin' nutbag! Craaazy!
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[Karen is at her desk reading a magazine. The phone rings. She picks up the phone]
Karen : Grace Adler Designs. Oh, hi, Stanley! No, I'm not doing anything. Sure, ok, you wanna start now? Ok. Yeah, I'm naked. Mmmhh, uhuh, hmm, mm. Oh, already? Well, good for you!
[she takes a look at her watch]
Karen : Great! Ok, sweetie, well, call me later! ok!
[she hangs up the phone]
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Karen : Hey, gays!
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Karen : Hi Yes, Anastasia Beverhausen. Did you intend the reader to have an erotic reaction to the grisly murder of the handyman?
Writer : Did You?
[Karen shows 3 fingers]
Writer : Then yes.
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Karen : Well, deal me in. I've got a lifetime membership to the losers club. Hm-mm. I've been dumped by one-ton billionaires, heads of state, and every member of Crosby, Stills, Nash, and Young, but I'm not naming names. What's so great about another person, huh? All they do is manhandle your boobs and eat all the ham.
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Karen : They're trying to make gay people straight? Good Lord! Don't they know what that'll do to the fall line?
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[Karen and Jack walk into a gay to straight conversion cult]
Karen : Just because they stopped being gay doesn't mean they have to stop having taste!
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Karen : [laughs at grace talking about a romantic evening she had] Oh that's tragic, which lever do I pull to make a safe drop on me?
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[Lorraine told Karen to stay away from her father, so Karen slept with Lyle to stick it to her]
Lorraine : [to Lyle] She's only sleeping with you to get back at me.
Karen : How dare you! Where would you get such an outrageous idea?
Lorraine : From you, ya cow! You invited me here. You sent a car, and you put a bloody great sign in the lobby saying, "Nasty surprise for Lorraine Finster in room 315."
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[Lyle has chosen Karen over Lorraine]
Lyle Finster : I-I'm sorry, Lorraine. I love you, but I'm not in love with you, and I *am* in love with Karen.
Karen : What? You are?
Lyle Finster : Yes, and it's - it's never happened to me before.
Lorraine : But what about my mummy?
Lyle Finster : Well, I-I wasn't so much *in* love with mummy as I was *in* an alley and *out* of condoms.
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Karen : [to Jack] You didn't get nominated. Yeah, someone from the Mack Awards called. Ted... Homosexual.
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Karen : [Grace enters wearing a cow-print skirt] Woah. Got skirt?
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Karen : Ah, Smitty, I'm having a little hubby trouble. How about cheering me up with one of your jokes?
Smitty : I'm afraid I'm not in much of a joking mood. You see, my wife died Christmas, and I just haven't been myself since.
Karen : [laughs hysterically] Ah, Smitty. You always know just what to say.
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Karen : Gosh, I just love gambling here in Vegas. Sure, I may lose $100,000 but the drinks are free so it evens out!
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Karen : [holding Jack in a headlock] You backstabbing... you are never to see that woman ever again, or else I will tie fishhooks to your nipples and throw you off the Chrysler Building!
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Karen : Honey, black, white, gay, straight... What's it matter? We all finish ourselves off in the end anyway!
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Karen : Honey, nobody has every offered to dismember a midget and make him into jewelry for me before. That's so sweet!
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Karen : I'm not giving you 88 cents, Rose!
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Karen : [to a waiter] Hey apron. who told you you could make eye contact?
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Candy Pruitt : Karen, love. It's your voice I heard.
Karen Walker : Oh.
Candy Pruitt : I thought someone was strangling an old macaw.
Karen Walker : Candy. I can't believe you're up and around. I guess even a mad scientist has to hit a wall at some point.
[Candy and Karen both laugh, and air-kiss each cheek]
Karen Walker : So, how they hangin', honey?
Candy Pruitt : 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 Walker : Oh, honey, they're not enlarged. They're just in shock over that hair color.
[Candy and Karen both laugh, and air-kiss each cheek]
Karen Walker : Sweet gal.
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[Karen thinks that Grace can win the affections of a gay couple she knows with presents]
Karen : Honey gays love presents. Stick something shiny under their faces and their yours. It's how we won New York back from the Gay Indians...
