• "Okay, the sex, I thought it was mind-blowing myself, but I get the impression that you had a really bad time. . . Why are you avoiding me?" -Nurse Rose to Derek Shepard
• "Of course she did because that's where love exists - in delusional fantasies. Real love isn't like that." Meredith Grey

"Good to know," answers Derek

• "I forgive you. I forgive you for treating me like crap and I forgive you for letting your friend treat me like crap. I don't know how you get up in the morning, I honestly don't. Our dad abandoned you and your mom by all accounts was the meanest person ever and you can't let Derek love you and it all really, really sucks, but ever since I knew you existed I had this fantasy about my big sister and you have failed on every occasion to live up to that fantasy, but I still love you whether you're capable of letting me or not, so I forgive you." - Lexie Grey
• "Derek, we spent the night together," says Nurse Rose,"and then you vanished. Now I wish that I was secure enough to handle that without a bruised ego and a lot of processed sugar, but I'm not."

"Wait!" Derek tells her, "Can't we just make this easier. . .I've done complicated. I don't want to do that again. Can't this just be easy. . . Fun. We don't need that 'fairy tale' thing right now. We just need happy."

• "My mother tried to kill herself when I was a kid. After the love of her life disappeared. I never told that to anyone before. You think I'm broken, fix me because I'm no quitter. Let's go." - Meredith Grey
• "I've turned over a new leaf," Sloan reveals,"from now on if you want this (points down) you're gonna get this, too (points to his brain)."

"EW!' Callie Torres

"Shove over Sloan, Torres and I are going to share a sapphic salad." Erica Hahn

"Did I miss something?" asks a confused Mark Sloan.

"Yah! We're lovers. Didn't you know," says Callie teasingly.

Erica chimes in, "Its a love that dare not speak its name."

Callie looks at Sloan, "Look me in the eye and tell me that you're not thinking about a threesome?"

•  "C'mon, you never thought of reaching across the O.R. table, pulling down her mask, and ripping of her scrub cap so that you can grab a handful of that blond hair." -  Mark Sloan to Callie Torres
• "Yay, yay for Georgy, Georgy saves the day. You think if you kiss Chief's a** enough by taking care of Tapley, something magical's going to happen. Like what? You'll earn your magical resident wings, ah well, no, no, not going to happen, George. You're stuck. You are where you are. You know the only way you get out of your miserable situation is if Burke were here because you were Burke's guy. For some reason, he pitied your pathetic a**, but he's gone now. No wings for Georgy." - Cristina Yang
• "Learning is like healing," Dr. Tapley (guest and cardio doctor) tells George, "it happens over time. . . Listen, keep running, but not because you want to cut corners, because it makes you a better doctor."
• "The labs are wrong all the time and you're wrong all the time. How bout you mind your own freaking business and stay out of my life." - Alex Karev to Isobel Stevens.

• "It's because of the penis, huh?" - Erica Hahn (about why Burke won the award)

• "I hate women like you. You string guys along acting like sex is some "prize" when really you're afraid that once you give it up, he'll lose interest." - Mark Sloan to Nurse Rose

• "We will succeed. . .and when we do we're going to open this champagne and we're going to drink . . .Meredith we will . . . we're going to open this bottle of champagne." - Derek Shepard to Meredith Grey (about their clinical trials)

• "I don't, uh, make friends easily. I'm awkward and I'm bad at small talk and I generally don't like people I don't know, but I made friends with you and now you have this 'thing.'" - Erica Hahn

"Are you mad at me for sleeping with Sloan," Callie asks.

"I'm not mad that you're sleeping with Sloan," says Erica," I'm mad that you didn't tell me you're sleeping with Sloan. I'm mad at YOU because instead of telling me and admitting that you're one of those girls who goes all 'poofy' when she gets a boyfriend, you disappear with your 'thing.' I don't make friends easily."

• "The boycott has gone far enough. I would like to offer my thoughts on Dr. Sloan. This man is a whore! He has always been a whore and will probably always be a whore! But that's not a secret. He's not keeping it hidden. You all knew who he was before you got involved with him and now you want to be all 'woe is me,' 'he doesn't call me back,' 'he's dating other women.' He's NASTY! but he's a doctor here and a pretty good one, so let us all close our knees and do our job so he can get back to his and help the people who really need it. Disperse." - Miranda Bailey

• (Therapist and Meredith Grey)"That's a load of crap. It was not a good day . . . the tragic patient dies alone while the love of his life is literally in the next room. . .that's you." If these sessions are going to get anywhere the therapist thinks they need to start making some headway already. "You're telling yourself you're a hero when all you are is alone. He's with Rose. He's with Rose. He's with Rose."

"Why do you keep saying that," Meredith asks.

" Because if you can't see what's wrong with that statement 'he's with Rose' we're never going to get anywhere. . .do you know why he's not with you. . .you're scared!"

"Are you calling me a coward," asks Meredith.

"What do you think?"

• (Meredith Grey to Cristina Yang) "You're gonna win you own Harper Avery Award. . . Burke wouldn't have a career if it wasn't for you . . . the Harper Avery committee may not have known it, but he does. .  . I'm in therapy! Cause he's with Rose, I'm way more screwed up that you."

Cristina finally speaks, "Thank you. That makes me feel a little better."

• "No! It's not difficult. It's simple. Burke is not here, he's gone and he's the better for it. He's winning and I'm here where everything is the same. I still live in his apartment, I walk the same halls of this hospital, I wear the same scrubs and even that is not difficult. This is where I am. This is where I choose to be, but, sir, when his hand was shaking, I performed his surgeries. I kept his secrets. I nursed his pride. You know it and I know it. He knows it and yet nowhere in that newspaper article does my name appear. I am the unseen hand to his brilliance and yet while everything's the same, it's very, very different. Now I'm lucky if I get to hold a clamp. Hahn treats me like I was his hand and now I'm a ghost. That's not difficult. It's unbearable! I know everyone is happy for him, but I'm not and I do not wish him well."  - Cristina Yang

•  (Miranda Bailey drops of the 'sex survey') "Just wanted to drop off the form myself. Any questions you might have?"

Richard Webber says, "The interns are listed on this form."

"I require the energy of youth. Dr. Shepard was just a moment of weakness for both of us." she retorts.

"Dr Sloan?" Richard asks reading her form further.

"Oh, that was many moments: on call rooms, very HOT!!"

"Okay, Dr. Bailey," says Richard, "I get the joke." 

Bailey is fuming, "See, this is a joke to you. . . I am a single woman. I've been a single woman for some time now, but the very idea that I could have a sexual encounter, a consentual sexual encounter, is a joke to you. So much so that you would single me out in this entire hospital as the one person who couldn't interest a member of the opposite sex. It's just. . ."

"It's harrassment," chimes in a patiently listening Adele Webber.

"Shame on you!" -Miranda Bailey

• "You can't pass a baby on the street without stopping. The only fricking baby in the world you're not happy about is mine."  - Alex Karev to Isobel Stevens

• "You think we're a (chuckle) Couple! . . that's insane. . .I like penis . . I'm a huge, HUGE fan of penis. . ." - Callie Torres

• (When asked by Clalie Torres if anyone has ever thought Cristina and Meredith were girlfriends) Meredith explains, "No because we screw boys like whores on tequila. . ." "then we either try to marry them or drown ourselves," Cristina finishes.

• "So who's the new mystery woman Derek's dating? Who's the lucky McRebound?. . ." -Addison Shepard

"The woman standing immediately to your right, the one handing you the surgical instruments." - Miranda Bailey

• "I'm not the one who's emotionally involved, he's the one emotionally involved. . .he told me not to get my hopes up. Anyone who knows me knows I'm not a hopeful person to begin with. . . does he honestly think I walked into this not knowing how hard it will be. No wonder we didn't work out." -Meredith Grey

• "I bet you wish you'd taken the stairs." (Mark Sloan to Derek standing in an elevator with Meredith Grey, Addison Shepard and Nurse Rose)

• I want to kick your a** so badly right now it is killing me. . .I'm talking about Derek . . . Derek Christopher Shepard. Are you letting him get away? Because I swear to G if you let him ride off into the sunset with that doe-eyed thing. . ." -Addison Shepard to Meredith Grey

• "You know, whenever anyone says something really funny and they laugh, and I always look around to see if you think it's funny, too. Even when you're not there I still look around." - George O'Malley to Isobel Stevens

• "You Coded!" - George O'Malley and other interns

• "I'm Pregnant!" 'Ava' blurts out to Alex. "Are you keeping it or having an abortion?" Alex replies.

• "I've lost a lot of fights." Isobel Stevens says.

"Time to get back up, go. . . 'be the change you want to see in the world'." Addison replies to her.

"Did you just quote Ghandi to me?"

• "I guess I wasn't clear enough the first time. . . You don't have A chance. . . you have a 98% chance. . . you have a better chance of having a child with Downs Syndrome than HIV . . .if you take your medication regularly." - Isobel Stevens

• "I'm horny! The nurses are turnin' me down." - Mark Sloan

• Cristina Yang asks Dr. Hahn, "Is it because I'm Asian? Is that your problem? . . . Why won't you teach me?" Dr. Hahn tells her, "You're not without skill, you're not without talent, stop seeking my approval. . ."

• "Ah! Have you seen him? Have you seen his eyes? I'm trying to play it cool. I am playing it so, so cool. . . I LOVE HIM. . . Oh my {gosh}, I don't even know you. I didn't say that!" - Nurse Rose

• "I'm a fighter, but I'm no underdog. . ." - Alex Karev

• Cristina asks Callie, "Why are you friends with my mentor?"

Callie replies, "A. She's not your mentor because she treats you like crap. B. If you weren't living in the hospital like a mangy dog, you would have noticed we were friends for a while."

• "The Crapartment" the name George O'Malley gives to the apartment he and Lexie Grey are sharing