In honor of the 10th anniversary of the iconic NBC show leaving the air, we ranked every instance of Michael Scott’s favorite joke
Steve Carell as Michael Scott in NBC's 'The Office.' PHOTO ILLUSTRTATION BY MATTHEW COOLEY
Despite concluding a decade ago, The Office still remains one of the most popular shows on streaming around the world. Of everything that’s endured from nine glorious seasons of everyone’s favorite paper company, one line stands above all: “That’s what she said.”
The line is the preferred joke by Dunder Mifflin Scranton regional manager Michael Scott (brilliantly embodied by Steve Carell). On the surface, it’s little more than an immature joke you’d hear in high school, but The Office turned its goofy innuendo into something far deeper, and often profound. Used an incredible 40 times throughout the series, in different variations and delivered by different characters, “That’s what she said” has been used to reveal surprising emotions, moments of catharsis, aggressive eye rolls and groans, but more than anything, it’s made us laugh over and over again.
In the face of plenty of indifference, nothing deterred Michael, and eventually quite a few different cast members, from making the same joke over and over. As his famous quote (borrowed from hockey great Wayne Gretzky) says, you miss 100 percent of the shots you don’t take.
Here is every instance of “That’s what she said,” and the quote (or action) that incited them, ranked worst to best.
Dwight: Eats grapes
This one makes no sense, and Michael knows it: his justification that grapes are erotic is half-hearted at best. Its lone redeeming quality is Dwight letting out a single “Ha” because that’s what a good subordinate does.
Jim: “No thanks, I’m good.”
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Our very first instance of “That’s what she said!” It’s funny, but only in the sense that Michael’s so used to rejection that he’s turned a refusal into the first use of his famed joke.
Gabe: “You’re making this harder than it has to be.”
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The setup and punchline are all there, but it’s difficult to see Michael so petulant after developing so much through seven seasons. Still, his clownlike frown that underlines the line reading lightens this one from being downright obnoxious.
Kevin: Why did you get it so big?”
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Referring to the Christmas tree, Michael’s joke lands flat. If Kevin, a connoisseur of immature humor, didn’t laugh, what hope was there for the rest of us?
Michael: “Get it up.”
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Michael stops himself here, delivering only “That’s what” before trailing off. It’s a sign of growth and maturity for his character, but he really could have had a home run had he followed through with that promising setup.
Jan: “Let’s just blow this party off”
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A pretty innocuous one, improved by Jan’s complete dismissal (despite her actually angling for sex) and Dwight laughing like it’s one of the funniest things he’s ever heard.
Michael: “And up comes the toolbar”
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It’s always funny when Michael reacts to himself, but his toolbar witticism is overshadowed by everything else in this cringeworthy attempt to explain PowerPoint to his staff.
Michael: “It bangs when you squeak it.”
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It’s not every day Michael has a literal audience, so he was likely hoping for a rapturous response when he jokes into the microphone after hitting a rubber gavel. An A for effort, but a C for execution, exemplified by Jim’s grimace to the camera, and complete silence from everyone else.
Michael: “That’s what I said.”
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Objectively the least amusing set-up, but that’s the point. Jim questions Michael’s joke, which comes with the illuminating realization that Michael just throws the line out whenever he feels like it and hopes it sticks. The original joke is dead air but it’s improved by…
Michael: “I say things like that to lighten the tension when things sort of get hard.”
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…this great use of the joke from Jim. It actually makes sense for one, and Michael is thrilled that Jim is using his joke, a marked difference from how annoyed he gets when Dwight uses it.
Oscar: “Your office is full of genitalia.”
A funny cold open makes way for our only non-English TWSS, with Michael predictably butchering the delivery, instead saying, “That’s what he said,” according to Oscar. It’s amusing, but it can’t compare to the hilarious image of Michael’s office covered in pixelated, genitalia-laden Post-it notes.
Dwight: Hold it in your mouth if you can’t swallow.”
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This one’s a bit of a cheat, as nobody actually says the hallowed line. After Dwight says it (while holding a literal eclair up to Angela’s face), the camera zooms in on Jim, smiling in expectation of Michael’s reaction. But he’s silent: whether he missed the joke entirely, or he’s desperately trying to keep it at bay for Holly is never clarified, but I’m betting on the latter.
Jim: “So instead you screwed me?”
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If nothing but a master of bad timing, this is probably Michael’s worst-received use of TWSS. Jim is clearly not in the mood for joking, responding with a genuinely angry “no.” Even Michael knows it’s a mistake as soon as he’s said it (and probably before), which honestly makes it all the more amusing and reliably in character.
Michael: “Oscar, can you reach over and touch his thing?”
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A twist! This time, it’s a “That’s what he said,” because as Michael explains: “Right, guys? ‘Cause of gay?” Everyone in the office is mad at him so he doesn’t get a laugh, but highlighting Michael’s immaturity never fails to get a chuckle from audiences.
Michael: “Can you make that straighter?”
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Maybe Michael’s single worst attempt at his own joke. What makes it wonderful is the Party Planning Committee calling him out on his nonsense. Michael humiliates people so often, that it’s particularly satisfying when the tables are turned.
Pam: “My mother’s coming.”
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Immediately following his first TWSS, this one is genuinely hilarious, as Michael dives into the joke before processing what Pam has actually said. He attempts to cough and wave it off, but it’s too late.
Darryl: “You need to get back on top.”
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A solid set-up from Darryl, this one is most memorable for the way Michael’s eyes light up when they both say TWSS at the same time. Nobody at Dunder Mifflin can manipulate Michael better than Darryl, and this example is perfect evidence.
Dwight: “Force it in as deep as you can.”
Coming in hot in the cold open, this is one of the better phrases to warrant a TWSS. Unfortunately, nobody else seems to have heard it, but that’s probably because Michael’s face is in wet cement.
Holly: “It was easy to get in but impossible to rise up.”
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This one’s essential because it marks a sea change for Michael. He actually stops after “she,” taking Holly’s comment seriously rather than joking about it. It signals just how instantly smitten he is with Holly, and how he’s willing to grow for his future wife.
Michael: “At least we put this matter to bed.”
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What really sells this instance is the addition of “or he said,” and Michael’s smug smile as if he’s reached a sort of enlightenment while mastering a tricky situation (outing Oscar) that he completely and utterly bungled.
Holly: “Don’t make it harder than it needs to be.”
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A personal setback for Michael in more ways than one. Not only are he and Holly breaking up, but he slips back into his childish ways, incapable of stifling a joke in a very difficult moment. While his previous TWSS run-in with Holly suggested a different Michael, this one reminds us that he’s not quite ready yet.
Waitress: A whisper
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Fun because this one’s presumably sexually charged and she (the unnamed Benihana waitress) literally does say it and we don’t actually know what she says — but judging by Michael’s reaction, it’s one of the more legitimate uses of the joke.
Michael: “Oscar is my queen. That’s easy, gimme a hard one.”
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Oscar is the only character to receive the honor of their name being integrated into a TWSS. The reason this one is so great is because Michael delivers it so calmly in a talking head. You can really feel how far Michael’s come, which sets the scene for Holly’s return just two episodes later.
Jan: “I can’t stay on top of you 24/7”
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One of the few examples of genuine restraint from Michael Scott. Instead of blurting out his old reliable, Michael instead channels Jim, smirking at the camera in a delightful twist on the fan-favorite line. But then Michael does what he does best: screws it up by letting out a poorly-stifled laugh at the end.
David Brent: “Comedy is a place where the mind goes to tickle itself.”
A Ricky Gervais cameo is perfectly integrated into this cold open. But it’s a moment of comedy kismet when David Brent delivers his own TWSS. He lets out Gervais’ trademark laugh, but it’s Michael — who looks as if he’s met his long lost son and he’s everything he hoped he would be — that makes this one unforgettable.
Jan: “You’re hardly my first!”
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Bonus points for being in the single best episode of The Office, TWSS drops during the climax of the episode-long fight between Jan and Michael. It’s the angriest Michael’s ever been saying his beloved quote, which somehow makes it even funnier.
Michael: “I need two men on this.”
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Dunder Mifflin is in a crisis, but that isn’t going to stop Michael from cracking jokes. Watching Michael at war with himself, torn between actually being a boss and his penchant for cracking jokes is wonderful, and so true to his character.
Jan: “Why is this so hard?”
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Everything about this is genius, as Jan answers her own question just like Michael has done so many times. It’s Melora Hardin’s delivery that makes this soar, a sighed resignation pinpointing the exact moment she realizes that she and Michael are destined to be together… at least for a little while.
Holly: “I’m not saying it won’t be hard, but we can make it work.”
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The Office mixes crass with heartfelt like no other, and this is a sterling example of that. Amidst fears of yet another breakup, Holly comforts Michael by using his favorite joke. If there was ever a sign Holly and Michael were going to make it, this is it.
Clark: “There’s no way you guys are making this magic with just your mouths.”
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The easiest case to miss in the entire series. This one isn’t said at all, but rather mouthed by an unlikely source: Creed Bratton. Everything about it is surprising: Season Eight didn’t have a single instance of TWSS, and one has never come from Creed, who’s covered in blood, and had no idea it was Halloween. It’s weird, wonderful, and above all, hilarious.
Kelly: “Dwight, get out of my nook!”
A funny setup, sure, but it’s Pam’s positively euphoric reaction to finally get a TWSS of her own that makes this so brilliant. It’s totally unexpected — Pam hears the exchange via Bluetooth while working in the corporate office — and she’s so excited she shouts it three times while shaking her arms like a child getting a birthday cake.
David Wallace: “This is huge”
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A perfect comic beat. The setup and Dwight’s timing here is perfect, so much so that David Wallace’s “HA!” feels completely genuine, as does the cut to Creed smiling ear to ear. Plus the whole fantastic episode is about Michael not getting credit for his idea, so the fact that Dwight steals his line really sweetens the deal.
Michael: “I want you to think about it long and hard.”
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A surprisingly dramatic use of TWSS. It’s Dwight that drops the line this time, in a desperate hope to reconnect the severed relationship between himself and Michael. It’s punctuated perfectly by Michael, who responds like a jilted lover, proclaiming, “Don’t… don’t you dare” under his breath.
Michael: “Come again?”
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Even worse, he immediately follows it up with another one. Even better is his pitch-perfect annoyance over the stenographer not delivering the joke properly.
Lawyer: “And you were directly under her the entire time?”
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So much of the humor from TWSS comes from Michael chiming in at inopportune moments. There has never been a less opportune moment than a deposition with millions of dollars for Jan (and by extension, Michael) at stake. His inability to keep his mouth shut almost derails the entire investigation, which continues to snowball as nobody else understands he’s joking.
Doctor: “Does the skin look red and swollen?”
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The first time someone else takes says TWSS from Michael, the honor goes to Dwight. Despite being concussed, it’s perfectly timed, and the doctor quietly chuckling to himself while Michael is annoyed over his joke being stolen is comedy gold.
“Wow, that is really hard. You really think you can go all day long? Well, you always left me satisfied and smiling…”
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One of the finest distillations of Michael Scott. Believing he’s about to be seriously reprimanded by corporate, Michael announces he can no longer have a friendly relationship with his staff, and Jim purposefully lures him into one last “That’s what she said.” Michael, ever the people-pleaser, can’t resist shouting it out, even if it might cost him his job.
Michael: “This is going to feel so good getting this thing off my chest”
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A moment of relief, catharsis, and joy, Michael’s final line (until his surprise finale reappearance) marks a transition into the next phase of his life, moving from a lonely manager to a loving husband. Michael has rarely looked happier than he does at this moment. Here, TWSS is a release, a signal that finally, after seven long years, Michael Scott is ready for bigger and better things.
Angela: “You already did me.”
The camera does the heavy lifting here, as we don’t actually see Michael say it. Instead, the camera pans from Angela to Jim, who mouths the line in perfect synchronization. It was such an easy opportunity for a TWSS, and Michael refused to let us down. This is a masterful example of how The Office creates hysterics in unexpected ways.
Dwight: “I can’t believe you came!”
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While Dwight occupies a number of this list’s highest spots, nothing would make Michael happier than knowing that he and he alone has the very best use of “That’s what she said” in the entire series. It’s very funny, legitimately tearjerking, and genuinely shocking: the show did an excellent job keeping Michael’s return under wraps. And what better way for Michael to return than to be Dwight’s best man at his wedding? Michael and the rest of The Office cast are missed, but “That’s what she said” lives on.
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