Phil

Hank Kingsley · Phil:Hank's mock-show host audition: introduces the show writer Phil as 'Phil... the writer,' and when Phil tries to speak, Hank interrupts with 'Uh-huh,' 'Okay, great,' 'Right,' 'Uh-huh,' 'Yea!' — never letting him finish a sentence.

Larry Sanders · Phil:Larry, great audience last night. Yeah, it was, Phil. What's with Phil's fucking nose?

Phil · Writer:I got the memo! — How'd you get it, man? — It was right on Larry's desk, right in a folder, under some papers, in a drawer that was locked. Finding the key was a bitch.

Phil:You know, Larry is just the kind of asshole to read that and believe it.

Phil:Now I'm sorry I made copies of this for everybody.

Larry Sanders · Phil:Phil calls asking what to bring to 'tonight' — Larry hasn't told Phil about the party, so he panics — Phil guesses 'Ulcer?'

Phil · Larry Sanders:Hello. / Oh, Larry! What should I bring tonight? Ice? Chips? Salt!

Kevin · Phil · Jerry:Kevin the student suggests 'Larry and Hank in 10-gallon hats would be really funny' for the Dallas promo; writers ask 'What grade are you in?' He answers 'Morning.'

Larry · Phil · Jerry:Larry refuses to say 'Yee-haw!' for the Dallas promo. Writers push back. Larry tries it: 'Yee-haw!' Everyone laughs. Larry immediately asks: 'Has anybody seen Hank?'

Phil · Hank:Phil (writer): 'I admire the idea, but the execution is sophomoric. I'd have said you come home from a hard day at the paper route. Your mom's there with a thin dressing gown that slips open, and...'

Larry · Phil:[Larry laughing] Oh, god. / Enjoying your handiwork? / It's kind of a crude way to expand your readership, isn't it, Hank?

Phil:Phil: 'He blows.' / Pause / 'I mean, but he almost made abortion funny.'

Artie · Phil:Artie's reveal that Mike is arriving in half an hour, after Phil has been arguing for 'dialogue' and consensus

Phil · Jerry:Writers' paranoia about options: 'My option's up in a month... When's your option up?' / 'In a week.' / 'Right there.'

Hank Kingsley · Phil · Jerry:Hank barging in to make sure no one is giving Larry the same present: 'A Shetland pony?'

Phil · Hank Kingsley:The gold bracelet that 'looks like something Sammy Davis Jr. would have worn'

Hank Kingsley · Phil · Jerry:The Mickey Mantle autographed baseball gift vs. Hank's bracelet — 'You win... Larry loves baseball.'

Phil · Jerry:Phil and Jerry panicking about Mike: 'Larry could hardly even look at me.' / 'I know, I saw it.' / 'It wasn't my imagination?' / 'I don't think so.' / 'Oh, shit!'

Jerry · Phil:Jerry still working after being fired: 'Didn't you, like, leave the show yesterday?' / 'Yeah, you know, everyone gets weird, ok? Everything's cool.'

Phil · Jerry:Phil gently escorting Jerry out: 'Hey man, will you come outside with me? Wanna work outside?' / 'Yeah bring all your stuff.' / 'You sure?' / 'Yeah.'

Mike Patterson · Phil · Darlene:Mike Patterson gives Larry a Hank Aaron baseball — 'I got you a baseball. It's autographed by Hank Aaron right there.' — triggering chaos over the Mickey Mantle one

Phil:Phil predicts: 'Larry will decide nothing works on the show and that everything needs to be changed. He'll take antidepressants, and everything will be normal.'

Phil · Artie · Larry Sanders:Phil cautiously asks to clarify: 'Just so I'm clear about this, this is a booking problem, right?' Artie: 'Phil, shut the fuck up.' Then Larry: 'Phil, shut the fuck up.'

Phil:Phil tells the staff he told his friends to watch Tim Miller last night because 'they haven't seen anything that good since my college roommate's nervous breakdown.'

Artie · Phil:Phil tries to steal champagne from the reception setup. Artie: 'Phil, get away from the champagne. That's for the reception. Goddamn it!'

Artie · Phil · Larry Sanders:'What are you doing, Phil?' / 'I'm a witness.' / 'We don't need one. There are 10 million people watching.' / 'But can you trust them?'

Phil:Phil the stage manager is bitten by a flea from the dog mid-show: 'Ah! Damn flea.'

Phil · Artie:Dog barks; Phil is bitten mid-show — 'Son of a—' — Artie: 'So you'll jerk off with the other hand for a few weeks.'

Artie · Phil · Warren Zevon:Warren Zevon arrives; Phil asks about the dog bite. Artie: 'Submit questions in written form. We'll get to them when we can.'

Hank · Phil:The escalating history of grand opening postponements: wrong motor for rotating floor, then burst water pipe rusting the bearing for the rotating floor — each failure more specific and more absurd

Hank · Phil · Staff:Hank's 'No Friday Night, No Next Night' table-rap speech, culminating in breaking something plastic

Beverly · Phil · Staff:The staff hears the Stern broadcast. One staffer: 'He's taking us to New York.' Another: 'What if he's not taking all of us?' A third: 'That ass!'

Beverly · Hank Kingsley · Phil:The entire staff overhears Howard revealing the New York plan on the radio — Beverly insists 'that's pure speculation,' Hank says 'don't you think, if Larry's gonna take the show to New York, he'd tell me?'

Larry Sanders · Phil:Larry's writer reveals Conan O'Brien offered him a job as associate producer — 'very involved in the creative direction.' Larry: 'How long do you think that's gonna stay on the air?'

Larry Sanders · Phil:Larry: 'I'll see you Monday.' Phil: 'So what have you been up to the last 3 months, Phil?' Larry: 'Oh, jerking off. See you Monday.'

Phil · Larry Sanders:Phil and Larry on the ATM password: 'You didn't give anybody my ATM password, did you?' Phil: 'No, but you gotta admit that L-A-R-R-Y is pretty easy to guess.' Larry: 'Yeah. I changed that.' Phil: 'You changed it? What, to Sanders?'

Phil · Larry Sanders:Phil brings Larry's 'butt cream' during the show: 'Um... Larry, here's your butt cream, and Beverly said that you might want some yogurt for after the show?' 'We're in the middle of the show right now.' 'Raspberry, OK? I'm...' 'Any toppings?' 'Would you please? Pecans.'

Paula · Phil:Is that Suzanne Pleshette? Phil, get out!

Hank · Larry · Phil:Listen, I think I got something live in the fifth at Santa Anita tomorrow. / The name of the horse: Larry's Valentine. / Jockey: Hank Espinoza. / The trainer's name is Bill. / Phil. / No, it's Bill. See... / Phil is the name of the guy who writes for us. / Listen, you want to get in on this or don't you?

Larry Sanders · Artie · Phil:The whole office debating who should go talk to Hank about the coconut line, ending in a circular non-resolution.

Hank Kingsley · Phil:Chicken take plays correctly, then Hank's coconut take is shown 'just so we say we saw it.'

Artie · Larry Sanders · Phil:'He has a hair up his ass because I won't hire him as the announcer for the people's choice.' / 'He's got that coconut line up his ass.' / 'How many things can he have up his ass at once?'

Larry Sanders · Phil:Phil asks to remove the coconut audio and just play 'chicken' over it. Larry: ''Cause it's funny, right? You trust your instincts, kiddo. Always trust Larry's instincts. Always.'

Phil · Artie:Phil to Artie on whether he changed the tape at Larry's request: 'I did not initiate the change, but I was implicated in the course of events that led to the...' / Artie: 'Please, please, please. Save your Ivy-league double-talk for your chums down at the parliamentary debating society.'

Phil · Artie:Phil: 'Larry told me to do it.' / Artie: 'And you just automatically do whatever the hell Larry tells you to do?' / Phil: 'Yes, don't you?' / Artie: 'Yes. Now get the hell out of my office.'

Hank · Phil:Hank rehearsing the trunk joke: misunderstands it as Larry literally being in the trunk, rephrases it as 'I put him in the trunk, and I kidnapped him.'

Phil · Hank:Phil explaining the trunk joke: 'The idea is that you've kidnapped Larry, and you've put him... in the trunk of my car.' Hank: 'Sheesh. I'm sorry. I'm sorry.'

Phil:Phil introduces himself to George Wendt as 'Phil, the best writer.'

Phil · George Wendt:Phil: 'You have a problem with Hank?' Wendt: 'No, no. Hank's great. It's just that it's his first show, and he's a little green.' Phil: 'I did Conan's first show...' Wendt: 'You have to remember.' Phil: 'Yes, I do, and I forgive you.'

Hank · Phil:The written intro: 'Because everybody else in show business was out of town or in rehab — Hey, now! Hey — hey, now! Hank Kingsley!'

Larry · Phil:The muffin microwave scene — another man (apparently competing for Darlene) arrives at the break room while Larry is nuking his muffin, and they're both stalling

Phil:Phil's elaborate approach to asking Larry something — 'Can I ask you a question? Can I?' — then failing to ask it when Larry appears not to be leaving

Phil:Phil asks how Larry would feel if he started dating Beverly — then immediately clarifies he's 'not into interracial dating'

Phil:Phil on interracial dating: 'I'm not into interracial dating, 'cause it just, um...Never works. I mean, sex is good, but in the morning, the cultural differences start to rear their ugly heads.'

Phil:Phil: 'I believe that cultural differences would happen with you and any woman.'

Phil · Larry:Phil to Larry: 'Back off. Back off, jack.' Then Larry: 'Wow. How old are you?' Phil: 'I tell people I'm 39.'

Phil · Larry:After Larry says nothing is going on with Darlene, Phil says 'Great. Thank you.' Larry says 'Aren't you gonna heat your muffin?' Phil: 'Oh, you'd like that, wouldn't you?'

Phil:Phil confronts Darlene: 'Did you guys fuck between the 9th and 10th floor?'

Darlene · Phil:Darlene to Phil: 'You never said we had an exclusive — you never said you were gonna start dating the boss.'

Phil:Phil: 'I mean, first me, then Larry. Next week it'll be Bill Clinton and who else, Hillary?'

Writer/Director · Phil:A director/writer character has overheard the argument and starts giving acting notes to Phil: 'When you're doing a sketch, you wanna be bigger. You want to hit harder.'

Phil:Phil tries on the writer's hat: 'That is funnier.' — agreeing his real argument would be better if he performed it louder

Bob Saget · Phil:Bob Saget arriving at the show greets Phil; Phil introduces himself. Bob asks if Phil is seeing anyone. Phil clears his throat and leaves.

Phil · Paula:Phil asks Paula out; Paula mentions her new hair; Phil says he previously said it made her look like 'Pat Benatar's shorter, fatter sister'; Phil denies it, claiming he said 'cuter'

Phil · Paula:Phil: 'We have a natural banter going already. It's gonna be fun!' Paula: 'What the hell? It's just dinner.' Then: 'Actually... never mind.' Phil: 'What?' Paula: 'I was gonna ask you out eventually.'

Phil · Darlene:Phil and Darlene's breakup: 'I went a whole month without having an orgasm.' / 'Well, guess what. So did I.' / 'Well, that's the point, right?'

Phil:Phil to Larry: 'Paula has threatened me with physical violence, and if something is to happen to me here, I will sue the show.'

Phil:Phil: 'You know, if you're going to try something new, you should tell people.'

Phil · Larry Sanders:Phil intercepts Larry walking Sharon out: 'Larry! What are you doing here during the show? Is there a problem?' Larry: 'There's no problem. I'm walking Ms. Stone out. Common courtesy.' Phil: 'Oh, right. Right. Good. There's a lot of gang activity in this part of the hallway.'

Phil · Larry Sanders:Phil overhears that Larry is dating Sharon Stone, announces to the room: 'Did you hear? Larry is banging Sharon Stone.' Larry: 'You shut the fuck up. And hide that.'

Phil · Larry Sanders:Phil says 'That's the worst show we've ever done.' Larry says it was 'really well-received.' Phil: 'Are you insane? I thought you handled that heckler really well.' Larry: 'The next time you bring your father to the show, you tell him to keep his mouth shut.'

Phil · Larry Sanders:Phil: 'That's the worst show we've ever done.' Larry: 'Are you insane? I thought you handled that heckler really well.' Phil: 'The next time you bring your father to the show, you tell him to keep his mouth shut, all right?'

Beverly · Phil:Beverly walks in and protests the discussion: 'Gentlemen, please!' Phil: 'Look, he was being clinical. He didn't call it a woody.'

Artie · Phil:'Is she available?' / 'She naps a lot and walks around with a full diaper.'

Phil:Phil: 'I'd do it, except I'm already dating someone.' (responding to 'bald melon')

Paula · Phil:Booking agent Paula's Steve Martin seduction strategy: 'I told him Roxanne was my favorite movie. I inquired about his play...' / Phil: 'In other words, you promised to blow him?'

Writers · Phil:Writers guessing Phil's new salary: 'What does the sniper turn out to be? 500? 1,000?' while Phil tries to look dignified

Dennis · Phil:Dennis: 'I don't like sketches.' / Phil: 'Exactly.' / Dennis: 'Research shows 38% of the audience feel embarrassed for him when he tries to act.'

Phil · Writers:Phil reports back to writers: 'Great. Very productive.' — then can't account for anything he asked for

Paula · Phil:Steve Martin sketch problems: 'He thinks you're making fun of mute people.' / 'It is a takeoff on the piano. It does not work without a mute.'

Phil:'This guy makes a career of putting an arrow through his head, and he won't wear a loincloth?'

Phil · Artie:Phil discovers that Larry's 4pm meetings happen while Larry drives through canyons — 'Car phones don't work in the canyons.' / 'Bingo.'

Phil · Artie:Phil's resignation negotiation: 'You want Paula fired? Yes, and I want to watch while you do it.'

Phil · Artie:Phil: 'These have been the worst 4 days of my life.' / Artie: laughs

Artie · Phil:Artie pretends there was a salary mistake and Phil is making $6,500 a week, not $37,500

Phil · Artie:Phil trying to suggest replacements for himself: 'Bobby Craskin.' / 'Hack.' / 'Tom Freeley.' / 'Bruce Fielding.' / 'Who?'

Larry · Phil:This Mike Ditka question... I'll ask about his new cat? / No, his new car. / This is a 't.' / No, it doesn't make sense... 'driving your new cat down the Santa Monica freeway.'

Artie · Phil:Is it last January already? No. It sounds like it from that joke.

Phil · Larry · Artie:I think you should be open and honest with him. / Shut up. / I lean towards Phil on this one. Phil, you're dismissed. You're contaminating Larry. / Why can't I hear both sides? / You can't handle the truth.

Phil · Larry:Oh, yeah? You want the truth? This. [holds up unfunny bit] It isn't funny. / This is hilarious. Ha ha. See?

Larry · Phil:Anniversary clip prep: Phil suggests the chimp clip. Larry: 'Please, let's not show the chimp attacking my balls again. I mean, come on.' Phil: 'But people love that.' Larry: 'No. You're projecting.'

Larry · Phil:Larry asks about the parrot clip. Phil describes it. Larry: 'The parrot, uh, attacking my balls? Yes. Pass.'

Larry · Phil:Phil: 'The parrot clip is our Ed Ames tomahawk clip.' Larry: 'I believe the pie eating is our Ed Ames tomahawk clip.' Phil: 'Absolutely. The pie eating scene, it has no precursor in talk show history.'

Phil · Larry:Phil pushing the O.J. Simpson Ford Bronco joke for the anniversary special opener: 'The new '95 cars are out. Lots of interesting features. For instance, the new Ford Bronco comes equipped—No, no. Standard—' Larry: 'No.'

Phil:Phil enters saying 'The sun is shining. The grass is green. All's well in Hollywood. Unless you're working with Shannen Doherty.'

Phil:Yeah. Don Lasner. Guy I went to high school with. He used to hold my head in the urinal and pour Absorbine Junior down my neck.

Hank Kingsley · Phil:Hank asks Phil the warm-up comedian to give him a new joke because his Clinton inhaling bit 'just isn't getting that WHAAAA laugh it used to.'

Phil · Hank Kingsley:Phil suggests a joke: 'You live on Rockingham, just a knife's throw from O.J.'s house.' Hank: 'That implies O.J. is guilty. I don't think he is.'

Phil · Hank Kingsley:Hank, please don't tell me you're one of those. / Hey, I have met this man. He's always been nice to me. He is a great guest. He's a good neighbor, always kept his lawn up.

Hank Kingsley · Phil:Hank's OJ defense: 'He's always been nice to me. He's a great guest. He's a good neighbor, always kept his lawn up.' Phil: 'What about all the evidence? What about all that blood?' Hank: 'I'm sure if you looked at all my underwear you'd find some blood there, too.'

Phil · Hank Kingsley:Phil: 'I can't believe I'm having this conversation with you.' Hank: 'What?' — Beat. Phil just stares.

Phil · Hank Kingsley:Phil confronted with egg cartons, dried egg on shoe, yolk on fingers. Phil: 'Maybe it was a drug deal gone bad that led to this horrible egging. But I have to assure you, Hank, that I am 100% not guilty.'

Hank Kingsley · Phil:You little prick. You little prick! What? You did it! You egged my car! / What are you talking about? / What am I talking... my Bentley is covered with eggs!

Phil · Hank Kingsley:Phil comes clean to Hank: 'Fuck you, Hank. Of course I did it.' — immediately after an OJ-style not-guilty declaration

Phil · Artie:I don't fucking believe Larry. What do you mean? / Well, he's so vain. He won't let Carvey do that great impression of him. / I don't blame him. If I was Larry, I'd take that little Dana Carvey and I'd dry-shave him with a flicker. / What are you talking about?

Artie · Phil:Do you like history, Phil? / What does that mean? / Because if Larry doesn't want to wear the hat, that's what it becomes, dig?

Artie · Phil:What makes you laugh, the sketch? / No. The word 'slicker' makes me chuckle. Say it again. / Slicker. / Use it in a sentence. / I like my slicker.

Phil:Artie, I'm gonna kick somebody's ass, I swear.

Phil · Hank Kingsley:OK, um, 'Sad day today in the Kingsley household.' / Sad day. / 'My father passed away this morning, and I will miss him...' / Hank, I'm just so sorry. / All right. Go ahead. '...very much. He was not famous. His face never appeared on a magazine.' / Mm-hmm. / 'But he taught me the important lessons of life. Blah. He was...' / Blah, blah, blah, blah.

Phil · Hank Kingsley:It's just I don't know anything about your father. It would really help if... Hank, what kind of man was your dad? Did he take you to baseball games? Did you listen to the same music? / Yeah, right. Did he show up at your high school graduation? / I don't wanna discuss this. All right? He was a great man. That's all you need to know.

Phil · Artie:Phil: 'I can't believe that Hank drilled Jeannie.' Artie: 'Get out of here! No! This way.'

Phil · unnamed crew member:Two PA/crew members discover they're in Hank's office uninvited, eating his candy while stoned.

Phil · unnamed crew member:'You know how come I know I'm stoned?' / 'Why?' / 'To get to the other side?'

Phil · unnamed crew member:Crew members discover a VHS tape labeled 'Hank's Birthday' and decide to smoke another 'fatty' and watch it.

Hank · Phil:Hank confronts Phil: 'You stole this from my office?' / Phil: 'Not exactly.' / 'Not exactly.' / 'We were walking by. It said Hank's birthday. We thought we missed your party or something.'

Hank · Phil:Hank insists: 'This isn't my tape.' Then: 'What did you do?' / 'Copies.' / 'Not a copy.' / 'Copies as in more than one!'

Artie · Phil:Artie to Phil: 'That tape you copied is crawling around town like a fucking ebola virus.' / Phil: 'I just sent it to a friend.' / Artie: 'And then sent it into the world like the fucking ebola virus.'

Phil · Artie:Phil reports only one tape remains — but it's at Hard Copy.

Phil · Larry:Phil's dead-end sympathy story: his uncle's farm supply business went belly up, 'and he was a really great guy.' / 'This doesn't have a happy ending, does it, Phil?'

Phil:'God, I suck at cheering people up.'

Phil · Hank:The last time I loaned you money, it took you like a month to pay it back. / I know, and you know what happened? I sent Brian to the bank with my ATM card, but I don't know what happened to him. He probably got sucked into some kind of parade.

Hank · Phil:No, I... I can't. I got the delivery guy from Peng's place. I ordered the sweet and sour chicken. / It's incredible. You ever had it? / It cured my cold.

Stevie · Phil · Beverly:Hey, doll. Phil. / I'm gone.

Phil · Hank:Hank, listen, I can't find Brian. / Well, join the club. / Do you have the money you owe me? / What money? / The $20 that I loaned you this morning. / Oh, right. See Brian about that.

Phil · Hank:Hank, I can't find Brian, OK? That was my last $20, and I can't go to the cash machine after dark because I get mugged. / My advice? Pepper spray, and don't be afraid to use it.

Phil:Phil is furious about writing an NYPD Blue sketch and demands to know if Jimmy Smits is confirmed: 'Is your grandmother alive? Well, fuck her. I'll get to Jimmy Smits when I get to it.'

Larry Sanders · Phil:Larry is in the middle of a massage, and Phil tries to slip him monologue jokes by sliding them under the massage table, then Larry asks him to look through a hole and Phil's thumb blocks the view — escalating awkwardness of conducting show business through a massage table.

Larry Sanders · Phil:Larry on the massage table: 'Is that Newt Gingrich on the internet?' — 'No, what she's doing to my back. That is great.'

Larry Sanders · Phil:Phil, uncomfortable watching Larry's oily massage, announces he's leaving: 'I was just getting ready to turn over, and sometimes the towel flips up. I've already seen that.' Phil exits.

Larry Sanders · Phil:The Psychic Chef sketch: Larry puts on a blindfold and 'psychically' identifies mashed potatoes — 'And they need a little salt.'

Larry Sanders · Phil:Larry drops everything to chase Chris Elliott during rehearsal: 'Let's take 5, everyone!' — abandoning Phil mid-bit.

Larry Sanders · Phil:Larry, privately, about Chris's script: 'This script that Chris Elliott wrote stinks. Would you take it and fix it?'

Phil:'I have carpal tunnel from forging Larry's signature.'

Phil · Larry Sanders:Phil confesses he got 'psychotic' on the rewrite — and keeps asking Larry to confirm he liked it.

Larry Sanders · Phil · Paula:Larry assigns roles: 'Phil, you could be the gossipy writer. Paula, you could be the sour booker.' Paula: 'Why am I the sour booker?'

Phil · Larry Sanders:Phil raises his hand: 'I'm the gossipy writer?' Then immediately worries about calling Courteney Cox

Phil · Artie:Phil defends turning in yesterday's monologue jokes: 'I didn't have time to write any new ones, but those are very solid jokes.' Artie: 'There's a reason they sell day-old bread at half price.'

Phil · Larry Sanders:Phil's 'gossipy writer' segment: reports that an older gentleman came into Larry's office, removed his sweatpants and briefs, and 'started sliding around on your leather sofa for about 45 minutes'

Larry Sanders · Phil:Larry: 'Didn't he see you standing there?' Phil: 'No, because I was under your desk.' Larry: 'What were you doing under my desk?' Phil: 'Well, I was feeling a little sick.'

Phil:Phil continues gossiping: found something written on the bathroom wall with a disconnected phone number, then found related items in Paula's desk — with the implied salacious connection left completely unstated

Phil · Larry Sanders:Phil: 'This could be a whole new thing for me. I could be the next Chris Elliott.' Larry: 'I think the world is content with the current Chris Elliott.'

Phil · Larry Sanders:Phil: 'This could be a whole new thing for me. I could be the next Chris Elliott.' / Larry: 'I think the world is content with the current Chris Elliott.'

Larry Sanders · Phil:Phil asks Larry about the 'girdle thing' — Larry paranoid spiral: 'Oh really? So someone said I wear a girdle? Did they say I need to wear a girdle?'

Larry Sanders · Phil:Larry invites Phil to golf at Bel-Air. Phil declines: 'I can't. I'm playing with my peers.' [beat/cut]

Paula · Phil:Paula to Phil: 'You've never even performed, except of course at the bachelor parties.' Phil: 'You fuck you, asshole.'

Phil:Phil's morning-after glow: 'Last night at King's Road I met this unbelievably cute waitress. She saw me on the show, took me home, and we rode the pony all night long.'

Phil:Phil: 'And her kid only woke up once.'

Phil · Beverly:Yeah, of course. I count many black writers among my closest friends. / Then why don't we have any black writers working here? / Oh, well, Larry won't hire them... as Larry said, in the super-secret memo, 'If it ain't white, it ain't right.'

Phil:Yeah. You know, if you're writing an article, don't use my name.

Phil · Artie:'Frasier goes on date.' 'Frasier goes on date? My God in heaven! Don't let me forget to set my VCR!'

Phil · Artie:I'm going to SNL. / Don't tell us! Tell the career suicide hotline! Bye-bye!

Artie · Phil:Artie catches Phil eating the shrimp and sends him away with 'Fat-free snackwells in the kitchenette.'

Noah Wyle · Phil:The ER sketch argument: Noah Wyle doesn't want to do the sketch, but as he and the writer argue about it, they ARE doing the sketch — and someone points it out.

Phil · Noah Wyle:Noah Wyle and Phil's ER vs. Chicago Hope argument: 'Your show is basically everybody's gorgeous and everybody's fucking everybody else.'

Artie · Phil:Phil has written another hilarious Dr. Quinn Medicine Woman parody. Hank plays an Indian who sits on his own arrow.

Phil · Staff:What's this serious piece about, Phil? / Well, it's about a writer who writes for late-night television. / Oh, it's about you! / No, no. I knew you'd say that. It's loosely based on me, but it's very dark. This guy's addicted to crack, and I have a scene where he can't decide whether to kill himself or to masturbate.

Phil:Please come, because if you don't come, I might start doing crack again.

Phil · Brian:Oh! You know, if this guy gives me a good review, I'll pay him a thousand bucks. Do you know if he's gay? Because I'd blow him. / Phil, that's not funny. / No. I'm not being funny. I mean, if he gives me a good review, I will blow him.

Brian · Phil:You will? You'll get down on your knees and you'll put his penis in your mouth? / Well, since you put it that way, I guess it's not so appealing. / Yeah, exactly. Huh? Huh?

Artie · Phil:Phil says 'Yes, sir?' and Artie: 'Those are the last 2 words I want to hear out of your mouth'

Hank Kingsley · Phil:I'd like you to change the condom sketch. I feel awkward appearing in something that treats sexual promiscuity among teens in such a cavalier manner. / [Laughs] That's hilarious. Let me get that down.

Phil · Hank Kingsley:When we did the Dyslexic Accountant sketch last month, you complained to me because it made you look too Jewish. / Yes. Well, people can change, Phil. This is called Spiritual Growth.

Larry Sanders · Phil:Christ, this is the budget. Where did you get this? / From my ass!

Brian · Phil · Beverly:Oh, I know. / Phil: fuck this. I need to make more money. / Oh, dear god.

Larry Sanders · Phil · Agent:What if she's not a lesbian? Did you guys ever think of that? / Oh, man. I — she's a lesbian, I can tell. / I've had sex with a lesbian. / So you had sex with a lesbian. You gotta have sex with 2 lesbians. That's the whole point.

Agent · Phil · Beverly:Well, wait a minute. Are you — did — you're saying a lesbian can have sex with a man? / Yeah. Best piece of ass I ever had. / Really? / I need to make more money.

Artie · Phil:Phil! / What? / Oh, I'm sorry. Did I just say that out loud? / I've been saying it over and over in my head, and I guess one just slipped out. / Yeah, it slipped out, all right. / Why don't you try slipping it back in?

Artie · Phil:Phil, what do you think about Ellen? / I'd like to make what she makes.

Phil · Artie:Larry does all the punch lines around here. Whoops. Sorry.

Phil:That's OK, we're only gonna have to freeze it.

Phil:You guys sound like an Irish spring commercial.

Phil · Artie:Harvard grads are arrogant, Artie. / What college did you go to, Phil? / El Camino State. / Oh, good welding school. A lot of arrogant welders there.

Phil:Larry, girls just aren't that funny. / I'm the head writer. Does my opinion count at all?

Phil · Unknown writer:Larry doesn't do bunny jokes, OK? / I liked that one. I like bunny jokes. / Well, then you can use it tonight to impress the girls at the whorehouse.

Hank Kingsley · Phil:Phil not giving Hank any of his 100 jokes to Larry, revealed to Hank in a talking head

Phil · Larry Sanders:They're not really jokes, necessarily. They're more like an expression of her feelings. / Funny feelings? / Yeah, yeah. They're hilarious if you're doing a Tracey Ullman sketch.

Phil:Larry, girls just aren't that funny.

Phil · Wendy Trastron:How did your jokes get in the monologue? / Oh, I don't know, Phil. I guess Larry thought they were funny. / How did Larry see them? / Oh, how did the funny get through?

Phil · Wendy Trastron:Where is everybody? / They all gave their jokes to Beverly and they left. / You must be so proud.

Wendy Trastron · Phil:I see. And how come there's only one green one? / Uh, that's, um, Ed's. He's not pulling his weight.

Phil:Look, Wendy, I admit that I have some issues with my mother. She hurt me as a child, probably. Maybe even abused me.

Phil:I have been a scumbag. And I think that you're paying for the pain that I've endured from chicks who I've dated in the past who screwed me up.

Phil:Great! Well, I think we're speaking the same language.

Phil · Wendy Trastron:they did nothing quicklier! / There were doing nothing, quicklier. / When they did nothing much more quickly. / Much more quickly. Great.

Phil · Wendy Trastron:Listen, I'm gonna be honest now. I just made all that kind of stuff up just so that you would help me out with the monologue. / Really? / Yeah. / Wow. You must get laid almost never.

Phil · Beverly · Charlie:Phil doesn't realize Charlie is from the One Wish Foundation until told — then overcorrects with 'Oh, yeah, yeah! Hey, how's it going there?'

Phil:Phil is asked to show Charlie how cue cards work: 'Oh, wow. You know? I wish I knew how to do that myself.'

Brian · Phil · Don Rickles:Hank's assistant Brian and writer Phil mob Don Rickles in the greenroom begging him to insult them

Phil · Beverly:Phil: 'Beverly, kiss my ass.' Beverly: 'You show it bare.'

Phil:Phil asks the actress how she got her job — 'You go in there and you have to wear a bathing suit?' She confirms. Phil: 'That's how I got this job. Honestly. You know what's odd is I wear a 2-piece.'

Keith · Phil:Keith barges into Phil's meeting with the actress carrying cookies and beverages, trying to ingratiate himself.

Phil:Phil: 'You want something to read? We got papers here. We got everything.' — desperately overcovering when the actress asks for a script

Beverly · Phil · Jennette's Agent:Jennette's agent shows up demanding a script for the 'meeting' that Phil invented. Beverly: 'Boggles the mind, Mr. Rindels.'

Phil:Phil shouts 'Shut the fuck up, Phil!' — catching himself, or directed at himself in frustration, while trying to manage the agent situation.

Beverly Barnes · Phil:Beverly Barnes receives a large flower delivery at her desk; Phil: 'Hey, who'd you fuck to get those?'

Phil:Phil's assessment of Larry's book: 'His life and times, who he got to fuck. You know, the usual Hollywood bullshit tell-all.'

Phil · James:Phil greets James: 'Is it Friday already?' — using the exact same line Beverly used, inadvertently mocking Beverly's failed attempt to seem casual.

James · Phil:James pitches a sketch idea: Larry as Burt Reynolds on a dating show where all contestants look like Loni Anderson. Phil: 'Ha ha, that's funny! I'm gonna go write that down before I forget.'

Phil · Jessica:I don't think you need to look much further. / That tickles. / Now it's my turn to tickle you.

Artie · Phil:It's been a shit crowd for a week and a half. / How long you been seein' that young lady? / A week... and a half.

Artie · Phil:The monologue was weak. / It was a shit crowd! / Have you been hypnotized recently? / Why? / Because I don't think this is getting through to you.

Phil:OK, but if I start now, it's gonna be stale by tomorrow afternoon.

Artie · Phil:Have you joined a cult? / What?! / Yeah, the pussy cult. / Whenever I'm getting pussy, I'm not funny. / Well, you're never funny.

Hank · Phil:Larry says, 'I was shocked to see the tabloids have now linked me sexually to both my hands.' / It's not gonna work. Why? / You know Larry only does the jerk-off jokes that he writes.

Phil:I told her her band was great, and then the next minute we're out in the parking lot, and she tells me I make her sick.

Phil:It's just been discovered that crop circles are caused by gophers and not aliens. These gophers are also suspected of kidnapping farmers and subjecting them to painful medical probes.

Phil · Artie:That's funny. That's a keeper. / Yeah, let's write the rest of it. / Don't bother. I already did.

Larry · Phil:Hey, Phil, good job on the monologue jokes last night. / Thank you. / What's wrong? / You've never thanked me before. / Well, the jokes were never that good before. / Well, thanks. / Whatever you're doin', keep doin' it.

Phil · Hank · Paula:Phil's 'Hank's Hot Potato' patter: audience shouts in unison 'Hey, now, Hank, go fuck yourself'

Larry · Phil:Ha. He's killin'. / This is the craziest chick that I have ever met. / I mean, one minute she's fine, the next minute she's crazy. It's like a fucking roller coaster.

Hank · Phil:Here's the deal. When someone says something to you, all you gotta do is come back with a dick-related insult. That's it.

Phil:Oh, looks like so-and-so took his dick out of his mouth long enough to speak up.

Hank · Phil:Now, by so-and-so, do you mean the person heckling? Yes. I'd better write this down.

Hank · Phil:Oh... what if the heckler's a woman? / Well, same thing. You talk about her dick. Makes 'em crazy.

Hank · Phil:Well, you can blow me like everyone else on table. / At your table.

Phil · Hank:Are you on something? / A little bit.

Phil:Phil's elaborate fake health excuse for quitting: 'I'm not feeling well. I have mental problems. And my doctor has advised me that this is not a very healthy working environment.'

Phil · Beverly:Phil describing his sitcom: 'It's funny. It's-- But it's not like a regular "Ha ha" sitcom. There's no laugh track, there's no audience. It's a single camera. Very stylized. It's about a bunch of guys in a ska band in seattle. Very dark.' / 'Dark like Friends?'

Phil · Artie:Phil: 'Can I talk to Larry, please?' / Artie: 'No. You wanna talk about your frigging health, go to an HMO and don't waste Larry's time.' / Phil: 'Did you say "frigging"?' / Artie: 'I'm trying to cut down on my cuss words.' / Phil: 'Mother call?'

Larry · Phil:Larry: 'Well, Phil... I don't want you to get a big head, but this is the best pilot I've ever read.'

Phil · Network Executive:Network exec: 'How would you feel if one of the characters was black?' Phil: 'Uh...' Exec: 'Puts a little twist on it, doesn't it?'

Network Executive · Phil:Network executives have already renamed Phil's character Ted to 'Keshaun' because, in their heads, he's now Black

Phil · Network Executive:Exec: 'We have a deal with Dave Chappelle. Are you familiar with him?' Phil: 'Yeah. He was in the Nutty Professor, right?'

Phil · Network Executive:Exec: 'We got it in our head now that he's black, so we started calling him Keshaun.' Phil: 'Who's Keshaun?' Exec: 'The drummer.' Phil: 'No, the drummer's name is Ted.' Exec: 'Well, we got it in our head now that he's black, so we started calling him Keshaun.'

Phil · Network Executive:Phil attempts to push back on the idea of changing his show: 'I gotta put my foot down. Um... This show is about a band from seattle.' Then immediately caves when the executive says 'we can't be married to anything.'

Phil:Phil, overhearing the script disaster: 'I know it doesn't work! I told you at the meeting it's not gonna work! Why the fuck is he writing a black show anyway, man? I don't know. I never wanted to write a black show.'

Larry · Phil:Phil returns claiming he feels better and wants to come back. Larry: 'If you want to come back I'm fine with that. It's just that you have to just tell me the truth — that you went away to write a pilot, and now you're coming back 'cause it didn't get picked up, and I'll be fine with everything, really.'

Larry · Phil:Larry tells returning Phil to write tomorrow's monologue and 'get out a sketch for tomorrow night's guest, the sensational Dave Chappelle.'

Phil · Beverly:Phil asks Beverly out to dinner. Beverly: 'I'm pregnant.' Phil: 'Hey, the more, the merrier.'

Phil:'Goddamn it, where is that little asshole?' — Phil's outburst about Sid being late, immediately before learning Sid is dead

Phil:'You have worse handwriting than Stephen Hawking.' — Phil to Brian

Phil · Unknown:'No flipping.' / 'Shut up, Phil.'

Hank Kingsley · Phil:'Hey, Phil, do you like women's basketball?' / 'I don't know. What do they wear?'

Phil:Phil's question about dating Hank after seeing 'inside': 'Because I once saw him in a speedo, and I couldn't eat for a week.'

Phil:Phil announces he was 'up till 4:00 in the morning fucking my brains out' as a morning greeting to coworkers

Phil · Brian:'What is it, Some gay holiday? Gay groundhog day?' — Phil asks where Brian is, then Brian reveals he's standing right there

Phil · Brian:Phil deduces the 'faggiest car you could drive' is a rose parade float — then Brian says he drives a Saturn

Phil:Phil's gay joke: 'You know how you can tell you're gay? It's when you lean over and you see 4 balls.'

Phil · Brian:Phil's performance of 'Gay people make really dramatic exits' — complete with walk, pivot, contempt look, and door slam — as a physical demonstration joke

Brian · Artie · Phil:Brian's harassment complaint read aloud: Phil said 'Does that mean your boyfriend has a tofu cock?' in response to Brian saying he doesn't eat meat

Phil:Phil's second complaint item: 'I hate going to Hawaii because I can't tell the native Hawaiians from the homosexuals, because they're both wearing the same shirts. I tried to do windsurfing, and accidentally got a blow job.'

Phil:Phil: 'I've got to be able to insult people. It's like, if I don't insult people, I can't get to the good jokes. This is my process.'

Phil · Brian:Phil's strained attempt at neutrality — 'Good morning, Brian' / 'And how are we today?' / 'We are great.' [Straining] followed by immediate 'Oh, thank god the rains have stopped, eh?'

Phil · Brian:Brian asks Phil if he likes his outfit; Phil says 'yes' but can't call it 'fetching'; Brian says 'excuse me' and leaves; Phil says 'I took care of him, eh?'

Phil:Phil immediately breaks and says 'What, did you get that at the Freddy Mercury estate sale?' the moment Brian is theoretically out of earshot

Brian · Phil:Brian deliberately baits Phil by asking 'Phil, do you like my outfit?' and calling it 'fetching' — Phil snapping 'That's not the word I'm looking for' then leaving

Phil · Brian:Brian: 'What, are they hiring at UPS, 'cause you're sporting a very big package.' / Phil: 'Oh, well, thank you for noticing. Sign here, and the package is all yours.'

Phil:Phil: 'Unlike you, I'm as straight as they come. And when I say straight, I mean guys. And when I say come, I mean on my face.'

Lawyer · Phil:Lawyer reads from complaint: 'I think my dog is gay because his penis tastes bitter.' — Phil immediately: 'That's my joke.'

Artie · Phil:Artie: 'You know who runs this town? The Jews.' Phil: [presumably waits] Artie: 'No. The gay Jews.'

Larry · Phil:Farrakhan joke argument: 'Because Louis Farrakhan is black, and then Beverly will sue me because Louis Farrakhan is black.'

Brian · Phil:Brian: 'Guess what. I just put a lawyer on retainer. Five fucking grand for one phone call.' — Phil: 'Thank you.'

Phil:Phil's breakdown: 'I never realized the kind of pressure I was under. And the fact remains that I'm gonna be out of a job in 3 weeks... and I'm gonna be blackballed by the gay Jews.'

Phil:Phil's catharsis breakdown: after genuinely connecting with Brian, he realizes '...and the fact remains that I'm gonna be out of a job in 3 weeks... and I'm gonna be blackballed by the gay Jews.'

Phil · Brian:Phil starts crying; Brian also starts crying; both are weeping together in a bizarre mutual breakdown

Phil:Phil: 'We're so fucked up, eh?'

Phil:Phil asks if he can take the giant 'LARRY' letters from the set — but clarifies: not all of them, just the ones that spell his friend 'Ray'

Larry Sanders · Phil:Larry tells Phil the letters are owned by the network, then adds: 'But if it was up to me, seriously, you would not get them.'

Larry Sanders · Phil:Phil points out the letters will be in a dumpster after the show. Larry replies: 'You know tomorrow night after the show, yeah? You're fired. But for the last time, so celebrate.'