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Zack: The reason I didn't sleep with you... is because I had an orange penis.
Billie: Wow, I was imagining how you were going to finish what you're saying, but 'orange penis' is not where I was going

Billie: Do you have some sort of bugging device?
James: What are you talking about?
Billie: You wait until Brian starts talking to me, then you pop up like a zit on prom night

You didn't call me before you tried to seduce [Zack] because you know that I think you should have a real relationship with him. You didn't want to hear that, so you called the bad idea lady [points to Olivia]

Abby [to Billie]

Billie: I'm thinking of sleeping with Zack. My brain says it's a bad idea, but it's being outvoted by every cell in my body. Is sleeping with him right now desperate or empowering?
Olivia: Is he passed out?
Billie: No.
Olivia: Empowering!

I don't know any other way to put this, but I have happy feelings in my downstairs area


Did you see that? There I was being flirted with by a handsome married man who's kind of my imaginary boyfriend and James totally booty-blocked me!


Dude, you do have a toy you can play with. Just take more trips downtown on the alone train. Have an all-by-yourself party! Be a one-man band

Davis [to Zack]

Davis [to Billie's breasts]: And good morning to you. And good morning to you.
Billie: I see you've noticed my recent pregnancy gift from the boob fairy.
Davis: That's such a better job than being the tooth fairy

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