Cher: You know, don't talk to me about rejection, okay? I mean, look how many times I've gone down in flames. Remember, I lost the Oscar for Moonstruck.
Jack: But you won the Oscar for Moonstruck!
Cher: And don't you forget it.
Season 5

Dorleen: It's dark. It's glam. It's sad. It's Christmas

Gavin: You got a set of eyes like two inviting pools of chocolate pudding.

George: Oh, by the way, Will, that guy that just made partner at my firm -- Brian. He's gay.
Will: Really? The Canadian guy?
George: Oh, jeez, that was it: Canadian. He's gonna call ya anyway.

Grace: [Points at Karen's pin] I see they're finally giving out medals for evil.

Grace: Bill just said 2002 was the last palindrome year of our lifetime, and I laughed, and he looked at me weird. A palindrome is some kind of elephant, right?

Grace: I wanna travel the world. Anywhere. Everywhere. You know, as long as it's clean and they speak English and it's safe.
Will: You've just narrowed your world travel plans down to Denver.

Grace: If you were any gayer, you'd be Elton John's fanny pack.

Grace: Karen... I wanna ask you something, but it's really personal, and I'm afraid you're gonna be insensitive.
Karen: Oh, honey. That makes me feel bad. Try me!
Grace: Okay. Do you think it's weird that I've had more partners but less actual sex than Nathan?
Karen: No. No, honey! That just means that people like having sex with Nathan and they don't like having sex with you!
Grace: I can't believe I hesitated to ask you about that.
Karen: Oh, relax, honey. I didn't mean it like that, of course I didn't! Listen to me! I just meant that people don't like having sex with you, okay?

Grace: Look, I'm sorry I'm not as strong as you all. I wish that I were. But I'm not. Will, your lover of 7 years left you and you have to live everyday knowing that he's out there loving someone else. I couldn't do that. I would die. And Karen, your husband is in prison. The rock of your life, and you don't know when you're going to see him again. If I were you, I'd be a total wreck. And Jack, you're so resilient, you're a 32 year old actor/singer who gets involved in a million different relationships, and never gets invested in any of them. I wish that I could do that, but I can't. I'm not like any of you. I just handle things differently, so please, just let me go back to bed, and deal with things the only way I know how.

Grace: Please tell me that you didn't drink your lunch yet.
Karen: Honey, I just got done drinking breakfast. You gotta give the liver a little time to digest!

Grace: So I repeated the joke. When you discovered "Hold me closer, Tony Danza," you rode that till the wheels fell off.

Grace: You and I, we have to stay focused. You know how sharks are eating machines? We are shopping machines. That means all we do is shop and poop. Shop and poop. Got it? So, what are we going to do now?
Nathan: God, I hope it's shop.

Guard: Name, please?
Karen: Karen Walker. I'm Stanley Walker's wife.
Guard: Excuse me?
Karen: [shouts] I'm his bitch! Okay? Is that what you want to hear? I'm Stanley Walker's bitch! And I'm his one and only, just in case you pervs get any ideas during those lonely nights at lockdown--
Guard: Ma'am, I just couldn't hear what you said.
Karen: Oh, I'm Karen Walker. Oh my God, I have that same gun!

Jack: How sorry am I? "S" is for how very sad you make me feel. "O" is for, oh, how very bad you make me feel. "R" is for how wrong you make me feel.
Zandra: And the other "R" is for how rotten you are. Get off. Get off the stage! I don't want to even look at you any more.