Megan Mullally







Honey, whats this, whats happening, whats going on here?


Grace, honey, we've talked about this outfit.


Honey, youre simple, youre shallow, and youre a common whore, thats why were soul mates! Karen

Kare, youre my best friend in the whole world! Jack


Grace, tell Will to redirect his anger at his mother where it belongs.


Martini, honey, and dont waste any space with those olives!


Hi, Poodle. Karen

Whos your daddy? Jack

You are. Karen


Oh, for Gods sake, its just the four of us. Grab a bottle, hunker down, and pray for daylight.


Oh, honey, well here, charge yourself a little happy.


Im sorry; you must have mistaken me for someone else. My name is Anastasia Beaverhousen.


(mockingly) Honey, whats going on, whats happening, whats this all about? Grace

Honey, whats this, what are you doing, whos that suppose to be? Karen


It feels like theres something missing in my life. You know, like my soul is on empty.     -JACK                                                                                                    

You can go alotta years on empty, honey. Trust me.



Hey! Hey! Hey! Hey! Hey! This is a place of business! Were trying to get some work done in here and we dont need you just bargin...Okay, Im saying it and I dont even buy it. (starts laughing)


Smitty, whats it all about? Oh wait, I dont give a crap! (starts laughing)


Oh Im telling you, shes evil! Im being tortured in my own home; shes irresponsible, shes lazy, she drinks, and worst of all she makes fun of what I wear. What are you suppose to say to a woman like that?


Im Stanley Walkers bitch!


I quit -KAREN

Why because I saw you in one lousy movie? -GRACE

No, Grace, because the balance of power has shifted between us. You used to put me on a pedestal and look at me like I was some kind of a super woman; the epitome of everything thats good, and decent, and true.               -KAREN

Um okay. -GRACE

But now when you look at me all youre going to see is the woman in that video...The bossy, domineering, heartbeat who uses her body to get what she wants


Lordy, Lordy, look at all the freaks.


Meats and cheeses, you are rockin my clock Mary!


I am trying to create a moment here! -KAREN

Right, so tell him... -GRACE

Im still talking. -KAREN

All im saying... -GRACE

Quit interrupting me! -KAREN

Dont yell at me! -GRACE

Im not yelling! -KAREN

YES YOU ARE!! (really loud)  -GRACE

(very sad) God, honey, I was just trying to tell you a little story -KAREN


Oh my god, youre a big lez!




He also told her I was his girlfriend -GRACE

And she bought that??? -KAREN


(With her feelings hurt)

Why wasnt I your girlfriend, queerbait? -KAREN

What? -JACK

You told your mother that grace was your girlfriend! How could you?              -KAREN

Karen I didnt even know you when I made up that lie. -JACK

Oh yeah? Well when you met me then you should have broken up with her and hooked up with me. -KAREN

Youre married, Im gay. -JACK

(mockingly) Not in the lie  -KAREN


Okay, Im thankful that I found a pharmacologist who is dumb as a box of hairAnd my secret is, Jack and I were doing the dirty dirty while you two were still together! -KAREN

Karen, how come you moved in on her man? JACK'S MOM

No, no, no, no, no; he came onto me, he was looking for a real woman not someone who just lays there like bib lettuce, ha ha ha ha ha, bib lettuce.          -KAREN

The truth is, after 2 weeks with her he come running back to me. -GRACE

He did not!! -KAREN

Oh, but he did. What were his exact words again? Oh, yes, my Hearld and Maude phase is over. -GRACE

Oh I have half a mind to throw this martini right in your face! (then starts drinking it)  -KAREN 


Are you workin' me, Wilma?


Why doesn't this chair come with an airsickness bag?


Oh, sorry, I'm late. Oh God, that sounded insincere, I'm late! ha ha ha ha


Honey, I'm busy, touch yourself.


He should be killed.  KAREN

He happens to be be the sweetest, most thoughtful, most sensitive guy I have ever gone out with. I think he's great. GRACE

Makes me wanna barf, I wanna kick him til he's dead, honey   KAREN


You're in a gay club with a nice ass, start shakin' that money maker!


KAREN: Don't give me that "hee hee hee!" How dare you come between a man and his wife! What you're doing is morally wrong! I have kids with that man! His ex-wife's body is ruined as a result! But he's all I've got. You think that you're coming between me and Stanley Walker, you're not gonna get him without a fight. That's right, lady, put 'em up!

TINA: Who's Stanley Walker?

GRACE: Karen, she's having an affair with Will's dad.

KAREN: Oh. Oh! Well, good for you, honey! He's a good catch, keep up the good work, you got a nice ass!




GRACE: You know, it's strange how things have changed for the two of us over the last year.  


GRACE: I'm a married lady giving out dating advice. Now you're the single girl, starting your life over.

KAREN: Mm-hmm.

GRACE: I like it

KAREN: I hate it.

GRACE AND KAREN: [BOTH] I know you do.



When Jack met Karen. Season 1, Episode 2, "A New Lease on Life".  Jack walks into Grace Adler designs to find Karen there, who he continuously compliments, until she has taken her sweater off and is up on a desk.
JACK: Look at you. You are a rocketship!
KAREN: Ohh, get outta here, you strange person. [REMOVES SWEATER TO SHOW OFF HER TIGHT TOP] This is-- [BEAT] What is this?
JACK: P.S., loving the boobs! Perky, with all kinds of attitude. Store-bought?
KAREN: Uh-uh.
JACK: Right on! God, I had no idea you would be so...kitten with a whip! Come on, let's touch stomachs! [JACK PULLS UP HIS SHIRT.]
KAREN: Oh, my lord, you are a complete freak! [KAREN LIFTS UP HER SHIRT AND HER AND JACK TOUCH STOMACHS.]


After Grace discovers Karen's rocky marriage, Karen ends up spending a night over when the two get drunk and have a heart-to-heart conversation discussing how they lost their virginity. Later Will and Jack walk in to find Grace lying on top of Karen on the couch.

From Season 2, episode "The Hospital Show". Will, Grace, Jack, and Rosario all make a bet on who Karen will turn to for an unevitable emotional breakdown after Stan is put in ICU. Once Karen hears that Stan is fine, she also finds out about her friends bet and decides to have fun with it by torturing them. Later she reveals the truth to them and explains that Karen Walker does not do emotions. Yet when she is alone in Stan's hospital room she breaks down in tears, where Grace walks in to find her.
Season 4, "Rules of Engagement"  Karen brings Grace some of her jewelry for when she proposes to Nathan. While watching her put it on she says emotionally "My little girl is going to get married" and begins to cry. When Grace asks what's wrong, Karen tries to hide the fact that she is crying, but Grace knows better. So that no one can see her, she runs into the bathroom. (I love seeing Karen be so sweet)


"Homo for the Holidays". Jack has yet to reveal to his mother that he is gay. When Karen finds out he has told his mother Grace is his girlfriend she is upset and hurt. She asks Jack about it but doesn't like what he has to say. Before eating Will thinks they should each tell what they're thankful for, it being Thanksgiving, and tell a secret they have been keeping. Karen goes first and her secret ends up being that Jack was sleeping with her behind Grace's back. Grace gets mad and the two end up argueing over why Jack either came to them or came back to them. (This episode is hilarious)

During the episode "Marry Me a Little...Marry Me a Little More". While outside Grace's dressing room before her wedding, Jack asks Karen if he can kiss her. She asks why but his answer is only "Just cause". After she says sure the two give each other a quick kiss, then smile and giggle. Then all of a sudden Karen grabs Jack and starts making out with him on the table and against the wall.
"To Serve & Disinfect". Grace discovers a dirty little secret from Karen's past. Karen starred in a "dirty" movie in which no one was suppose to find out about. So when she finds out Grace knows, she decides to quit. Yet Grace talks her out of it and reveals to Karen that she has found all 50 copies of the tape which weren't even suppose to be displayed.


"Mad Dogs and Average Men"  Grace cant seem to figure out why Karen doesnt want her dating her handsome nephew. Once the wondering becomes too much, Grace sets out to finds Karen at the opera to ask her why. Karen tries to lie her way out of it but soon confesses that Grace is special to her and rather than her nephew being too good for Grace, Grace is actually too good for him. (This was such a sweet moment)


"Its the Gay Pumpkin, Charlie Brown"  Karen is ready to confess to Stan about cheating on him yet when they go to the penthouse Jack discovers Stan sleeping with another woman. Though he tries to hide it from Karen, she gets curious and walks through the doors to Stans over to see him with another woman. Afterwards she goes to visit Jack at work and when he asks, "So?" she reveals that she left Stan. After the two talk for a few minutes,  two small children walk in with their trick-or-treat baskets and Karen pours some of the Bourbon she had been drinking in them.


"The Honeymoons Over"  Will makes a decision he will soon regret, he lets Karen be his roommate after being  kicked out of the Palace Hotel. She soon drives him up the wall, so Karen decides to move in with Grace and Leo but they wont accept it. After Grace drags Karen back to Wills apartment, the two begin arguing and Karen ends up missing. After searching for her everywhere, they find her on a bench in the street eating ice cream. Once they begin talking to her, she reveals how she's upset about the divorce, not hers but theirs. Seeing that she truly is upset and that the tears are real, Will and Grace try to comfort her. Will soon gets her back into the Palace Hotel.


"All About Christmas Eve"  On Christmas, Karen, Will, and Jack have a blast flashing people from the windows and singing christmas carols...Karen Walker style.

"Field of Queens"  After Karen finds out the handsome restuarant owner she just recently dated doesn't want to see her again, Grace tries to make her feel better. At the end of the scene, Grace looks at Karen and tells her it's weird because she's not the married one who is settled down and Karen is now the single one, starting all over again. Grace then adds, "I like it." and Karen looks up at her and whispers "I hate it." Then in unison they say "I know you do." It was SO sweet. Definately a memorable moment!

"Women and Children First"  Jack hires a babysitter for himself who was actually his childhood babysitter. Grace has a "girls night" with Karen, Rosario, Julie, and Ellen. When Grace asks all for advice except Karen, Karen feels hurt and decides to leave (but not without her $3000 party mix of uppers and downers)