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Jack convinces Will that they need a change of scenery and should buy a vacation home in Middleborough, an up-and-coming gay community. After purchasing a new pad, the duo find out that it is not quite the gay getaway they had imagined. Instead, Jack landed the two in a blue collar town just two hours away from the newest gay hotspot. Meanwhile, Ellen asks Grace to babysit her three children, but changes her mind when she finds out Will is out of town.
We learn that Ellen's newest-born baby is named Roman, or "Little Roman" as specifically stated. This is a reference to Debra Messing's son, Roman, who was born in the Spring of 2004.
This is the only episode to air this season in the month of March. At this point in time, it was unclear as to whether the show would be renewed or not, so most episodes were saved for the end of the season
The NBC description for this episode stated "Karen befriends Ellen, Grace's friend who is having marital problems, and takes her out on the town to drink her problems away." That was definitely not what happened in this episode.
This episode was shown at a special time, at 8PM.
Jack: So, we were having a meeting with all the executives at OutTV and I had a hugh realization.
Will: That six months ago you were all cater-waiters?
Karen: That six months from now all of you will BE cater-waiters?
Jack: Will, you're mean. Karen, you're hilarious.
Ellen: Hey, I wanted to bring you this. It's little Roman's DVD, Barney and Friends at the Park.
Grace: Oh, okay, I just gotta make sure I don't mix this up with, uh, Will's DVD, Bernie and Friends at the Gym.
Karen: I raised two step-children on my own.
Grace: Karen, you have a staff of over thirty. Including one who looks exactly like you in case one of the kids wants a hug from "mom" in the middle of the night.
Karen: Honey, that's not fair. I love those kids. And so did "Karen Two."
The "juice-box" that Karen lifts in Grace's office is obviously empty. The boxes are actually heavy. Yet she's able to handle it very easily on the desk.
Will: I don't know, but I think it's the second act of "Pippin."
A quick and funny reference to the Broadway musical "Pippin: His Life and Times."
Will: Hurry up Jack, before the high-school band marches back playing "We Are Family."
A quick and funny reference to the song "We Are Family" by The Corrs.
Will: Everone here is straight, so they're obviously watching "Cold Case."
A funny and obvious reference to the crime drama "Cold Case."
Jack: It's townsfolk. It looks like the cast of "Roseanne."
An obvious reference to the 90's sitcom Roseanne.
Will: ...my friend here, he's made of straw.
This line, plus the motion Jack makes are quick and funny references to the Scarecrow in "The Wizard Of Oz.."
Jack: Wake up little Suzie!
The line is a reference to the song "Wake Up, Little Suzie" by The Everly Brothers.
This is Ellen's first appearance since Season 5's "Women and Children First". Since then, she and Rob have had a third child.