Over the past month, I’ve rewatched all 57 episodes of the cult ABC sitcom Happy Endings. Premiering in 2011, David Caspe’s Chicago-set series followed the dysfunctional misadventures of six best friends (and certified weirdos) as they navigated the choppy waters of adulthood in an immensely fun and incredibly bizarre manner. To many viewers, Happy Endings was just another sitcom; ABC’s attempt at recreating the once-in-a-lifetime magic of Friends. But to a small but passionate subset of comedy nerds, Happy Endings was anything but a typical show. Armed with a dizzying arsenal of offbeat jokes, the sitcom possessed an unrivaled comedic bravado, stuffing each episode with as much humor as humanly possible.

In terms of the quantity and quality of jokes, Happy Endings is one of the smartest, laugh-out-loud funniest shows in television history. If you don’t believe me, all three seasons are currently streaming on Hulu.

Cast chemistry is integral for any TV series, but it’s of paramount importance when it comes to the success of a hangout comedy. Happy Endings was blessed with an abundance of comedic talent, both on-screen and in the writers’ room. Starring Eliza Coupe, Elisha Cuthbert, Damon Wayans Jr., Casey Wilson, Adam Pally, and Zachary Knighton, the show was ahead of its time. During its initial run, ABC ran many of the episodes out of order, resulting in a litany of continuity errors. In retrospect, Happy Endings had the DNA of a streaming show. Its razor-sharp wit, brilliant writing, and highly bingeable, rewatchable nature made it ideally suited for Netflix or Hulu. But as Dr. Seuss once said, “Don’t cry because it’s over, smile because it happened.”

Then again the doc also wrote “Horton Hears A Who!,” which sounds like literal nonsense. Life be crazy, ya know?

This was supposed to be a simple article that captured the funniest joke from each episode of Happy Endings. Easy, right? But each episode provided so many insanely clever, uniquely funny moments that were impossible to ignore. So, yes, while I selected the best joke from each episode, I also included over 100 more. Hopefully this article will introduce the show to a whole new audience while also giving the passionate Happy Ending fanbase something new to enjoy.

This article is packed with pics, gifs, and clips, so maybe give it a minute or two to load. Perhaps stream my favorite episode, Season 2’s “Cocktails & Dreams,” while you wait. Put on your favorite v-neck and enjoy this comprehensive collection of the funniest moments from Happy Endings.

1 Season 1, Episode 1: "Pilot" Many shows take a few episodes or even seasons to find their comedic footing, but right from the start Happy Endings possessed a razor-sharp wit. The show’s humor would evolve, both in terms of quality and quantity of jokes, but there were already so many funny little moments in the pilot. The funniest joke from Episode 1 originates from Penny’s ill-fated 30th birthday party: “I’m gonna die alone in a light-up Christmas sweater talking to a menagerie of parrots.” According to Penny, it was her worst birthday…

2 Season 1, Episode 2: "Quicksand Girlfriend" Brad and Max attempt to help Dave break up with his new girlfriend: Brad: You’re in serious chicksand.

Max: Not a word.

Brad: I’m making it one.

Max: You can’t just make words.

Brad: It is. I submitted it to the dictionary.

Max: You hear back? Brad: Almost.

Max: You almost heard back?

3 Season 1, Episode 3: "Your Couples Friends & Neighbors" Jane on auditioning a variety of different therapists: “The third one looked like a female Scott Bakula, which just stressed me out because I am way behind on my Men of a Certain Age and you know how mama likes a clean DVR.”

4 Season 1, Episode 4: "Mein Coming Out" Penny explains why her new boyfriend, Doug Hitler, broke up with her: “I finally decide I’m into Hitler, and it turns out I’m too much of a Nazi for him.”

5 Season 1, Episode 5: "Like Father, Like Gun" No show was more adept at comedic misdirection than Happy Endings. The series would set-up the obvious joke, but instead of going with the easy one-liner, it would deliver a refreshingly absurd or literal punchline. Jane: I kinda feel like you guys don’t talk that much. *** Flashback of Brad talking to his dad on the phone: “Seven-thirty. No. Scottie Pippen.” *** Present day: Jane: I mean, more than just “What time is the Bulls game?” “Are you going?” and “If you had to sleep with one Bull, who would it be?”

Brad: Okay, first of all, that’s not what he asked me. But if he did, the answer is B.J. Armstrong. You don’t get that name for nothing.

Jane: Okay, clean it up.

Brad: What? His arms are strong.

6 Season 1, Episode 6: "Of Mice & Jazz-Kwon Do" The lesson: Never agree to take a Krav Maga class with Jane. Honorable mention: “If someone breaks into your house they are not going to “jazz” rob you, they’re going to “rob” rob you or “murder” murder you.” (Jane)

7 Season 1, Episode 7: "Dave Of The Dead" Brad shares a story that illustrates Jane’s competitive nature: TV Announcer: With that 59th hot dog, Kobayashi is now the best competitive eater in the world.

Jane: I need 60 hot dogs and an egg timer.

8 Season 1, Episode 8: "The Girl With The David Tattoo" The full quote is, “Hi. Two please for Jessie Spano’s boobs.”

9 Season 1, Episode 9: "You Got Male" The first eight episodes of Happy Endings are good, but “You Got Male” is the one that elevates the series to the upper echelon of TV sitcoms. Written by Leila Strachan, the joke count in this episode is staggering. Penny’s “Roam wasn’t written in a day” chestnut receives the top honors, but this episode, which centered on Dave’s weirdo high school teacher (Rob Huebel) and Max dating a pre New Girl Max Greenfield, was overflowing with solid gold. Honorable mentions: “Pump the brakes, Dead Poets Society.” (Max) “Why is Jay Mohr always your go-to for cool?” (Brad) “Did he say smells like Coke Whore Mountain?” (Penny)

10 Season 1, Episode 10: "Bo Fight" Penny and Alex get into a musical architectural argument: Alex: What about the tour of Andrew Lloyd Webber’s house? You loved that.

Penny: It was a Frank Lloyd Wright house. And, no, I didn’t love it, because you kept asking the tour guide which room he wrote Phantom in the Opera in.

Alex: Because he wouldn’t give me an answer!

11 Season 1, Episode 11: "Barefoot Pedaler" A drunk Penny faking a phone conversation with Steven Tyler is funny, but adding the super specific “mahjong” line is why Happy Endings developed such a cult following. Honorable mention:

12 Season 1, Episode 12: "The Shershow Redemption" Penny drunkenly falling off the stage during her wedding toast is the more memorable gif, but Brad’s snap, spin, slap bit is the funniest moment of the episode. In order to stay true to the title of this article, however, here’s Penny’s explaining why she lied to Shershow (T.J. Miller) about being engaged: “I’m an independent woman and everything, but no matter how hard you sing along to Liz Phair or how many women’s surf camps you go to, when the chips are down, you’re goin’ fake fiancé.”

13 Season 1, Episode 13: "Why Can't You Read Me" Max offers Dave some helpful advice on his sub-par sex tape performance. All sports historians worth their salt already know that the answer to Max’s question is…

14 Season 2, Episode 1: "Blax, Snake, Home" Before Alex had a racist parrot named Tyler, she bought a snake named Tyler. In the Season 2 premiere (aka “The Year of Penny”), Alex explains her affinity for snakes over puppies: “Honestly, on a scale of fur to scales, I prefer scales.”

15 Season 2, Episode 2: "Baby Steps" I love this episode more than many friends, most relatives, and all enemies. Up to this point, “Baby Steps” is the top-to-bottom funniest episode of Happy Endings. You have Max and Dave doing Cocktail in a food truck, Jane stalking her almost daughter, and a slew of highly specific character-based physical and verbal jokes that are exceptionally written and wonderfully acted. Joke of the episode: “I’ll tell you who else didn’t just get to walk in there and be the boss: Tony Danza. Yeah. And that’s why his talk show was a creative failure.” (Max) Honorable mentions: “Are you sure this is it? Seems like a weird neighborhood for a silk boxers outlet.” (Brad) “Scottie Pippen is not in a financial position to hire a sassy butler.” (Dave) “The only place this leads is Melissa Joan Hart playing you in a Lifetime movie.” (Brad)

16 Season 2, Episode 3: "Yesandwich" Oh, what’s the above gif, you ask? That’s just Penny and her mom (guest star Megan Mullally) singing Natalie Imbruglia’s “Torn” at a boat show, which is as close to television heaven as it gets. Joke of the episode: Penny giving her mom a pep talk: “Because of you, I’m a positive person too. It’s why I’m good at my job. And why when I was in that convenience store robbery, I just kept thinking: ‘Hey, at least I’m on TV.’ Because I was, and I looked great.” Honorable mentions: “Brad and Jane: Building a stable marriage through wordplay is nothing to scoff at.” (Penny) “I love my mom. We’re like the Gilmore Girls but we came first, so we’re better.” (Penny) This seems as good as place as any to note that Eliza Coupe has the best reaction shots in the game. In. The. Game. Max: “Tourists ruin everything. This place. The Vatican.”

17 Season 2, Episode 4: "Secrets And Limos" Max on not wanting to be left out: “Remember the time you guys went to pick apples without me and you found Ricki Lake’s wallet?” Penny’s response?

18 Season 2, Episode 5: "Spooky Endings" Happy Endings mastered the art of the Halloween episode, and Season 2’s “Spooky Endings” is in contention for funniest episode of the series. Penny and Max going to the Halloween party as a mother and baby is an iconic Happy Endings moment, but the “Dave being dressed as Austin Powers but being mistaken for Elton John bit” produced one of my all-time favorite jokes. My love for this silly gag is irrational, but it’s the first joke that comes to mind when I think about Happy Endings. Honorable mention goes to this short exchange that absolutely killed me. Max flirting with a guy (guest star Will Greenberg) dressed as ZZ Top Gun: Max: Is that ZZ Top Gun? That is the first thing I have genuinely liked since Barbara Walters exploded.

AJ: She’s still alive but that’s incredible kind of you to say.

19 Season 2, Episode 6: "Lying Around" Fred Savage provides Alex with some hot Hollywood gossip as they watch The Princess Bride: “The director was on my ass in this scene. I told him, ‘You want someone to phone it in, get Kirk Cameron. You want someone to be a savage, you get Fred… Savage.”‘ Also, solid meta burn directed towards the dum-dums who didn’t watch Happy Endings in 2011:

20 Season 2, Episode 7: "The Code War" Penny delivers a sick burn to Dave regarding the unsolicited haircut he received courtesy of Max: “You look like Keri Russell after she ruined Felicity.”

21 Season 2, Episode 8: "Full Court Dress" Penny Hartz attempts to be the perfect babysitter: “Hey, hey, hey. Give me that knife… and like me more.”

22 Season 2, Episode 9: "Grinches Be Crazy" Alex: DJ Alex Halley on the whoo-whoo-whoo ones and twos.

Dave: Alex Haley?

Alex: Yeah, I used to be obsessed with Halley’s Comet.

Dave: So it has nothing to do with Alex Haley, the author of Roots?

Alex: She was a DJ? All I know is that I was in high demand at college. All the black fraternities hired me. Sight unseen.

23 Season 2, Episode 10: "The Shrink, The Dare, Her Date, And Her Brother" No show was better at deftly combining physical, cerebral, and visual comedy than Happy Endings. Max and Jane’s competition, which centers on which one of them can stand looking ridiculous longer, adds so much visual humor to the episode. “The Shrink, The Dare, Her Date, And Her Brother” also utilizes the Brad and Alex relationship to tackle the ever relatable yet often-ignored topic of “group friends vs. one-on-one friends,” while also planting the seeds for a possible Dave and Penny romance. Also, Brad’s nervous small-talk is second to none. Honorable mention: Penny: You guys are so vain. You probably think this sweater’s about you.

Max: Don’t you… don’t you dare make that joke.

24 Season 2, Episode 11: "Meat The Parrots" Penny: I went to third base with Peter Wong in that rec room. I still smile every time I see wood paneling or Peter Wong.

Jane: Dave, I’m sure it’s not easy hearing that your dad has a new girlfriend, and that Penny got rotary-dialed on your bumper pool table.

Penny: Big Time…

Jane: But how are you doing? Also of note: Ed Begley Jr. kicking Dave’s food truck, the debut of Tyler the racist parrot, Brad shares a birthday with Hitler and Carmen Electra

25 Season 2, Episode 12: "Makin' Changes" “Old Brad” falling into hundreds of mouse traps is by far the funniest moment of “Makin’ Changes,” but there are three choices for best joke of the episode: Jane to Penny: “I’m gonna say this because I am one of your best friends and I don’t wanna overstep, but every choice you make in your life about everything is monumentally wrong.” Dave: What’s a baker’s dozen?

Max: 13! Alex 11!

Max: Huh?

Alex: I think my baker’s ripping me off. Penny: Jane was right. You can change a man. I’m gonna start a blog or a Twitter, then it’ll become a TV series starring Alyssa Milano.

Alex: Due to the pure randomness, I’m going with Alex’s cookie comment.

26 Season 2, Episode 13: "The St. Valentine's Day Maxssacre" The above quote isn’t the funniest joke of the episode, but not including a photo of Casey Wilson saying “ooga-booga” is a literal crime against humanity. Joke of the episode: Jane to Brad: “How did you get a table at Tableau? That place is harder to get into than Obvious Joke Here… the new alt comedy club downtown.” Honorable mentions: Penny: Your grandma’s stuff is so fancy. Wasn’t she a big party girl back in the day?

Jane: Oh, yeah. J.F.K. once called her a real Chicago slut. Penny’s date breaking up with her due to her love of abbreviations: Date: Penny, you asked my aunt how she was feeling after her full ‘hysterecto.’

Penny: I was trying to keep the vibe light. Also of note: As we approach the halfway point of Happy Endings, I’ve reached one unassailable conclusion: Damon Wayans Jr. is the funniest physical comedian of the modern sitcom era.

27 Season 2, Episode 14: "Everybody Loves Grant" The honor goes to Penny’s wonderfully absurd Dave Matthews Ban-ter, but there are so many wonderful exchanges in this episode that are too long to transcribe. I highly suggest watching the cold open. Oh, and the end. While you’re at it, check out the middle, too. Honorable mentions: Dave trying to prove he’s the cool guy of the group: “Well, I drive a food truck, which is basically a car full of ovens.” Max to Grant on how his friends usually hate everyone: “One time Penny brought home an astronaut and everyone was like, ‘Ugh, space isn’t even the final frontier anymore.”

28 Season 2, Episode 15: "The Butterfly Effect Effect" I know I keep yammering on about Happy Endings’ use of visual humor, but in “The Butterfly Effect Effect” Max transforms into a freaking bear. A FREAKING BEAR. It is the absolute best gag in TV history… in the ultra-competitive category of “Bear Humor.” Joke of the episode: “Yes! A slumber party! We’ll order pizza, have strawberry milk. We’ll play Mash. I get to be Hawkeye!” (Alex) Honorable mentions: “It could be just like The Butterfly Effect. That one little movie led to Ashton Kutcher doing a lot of bad movies.” (Alex) “Food’s here! Sorry we’re late. Brad insisted on Brazilian, which takes way longer than his normal bikini wax. Anyway, we got Thai.” (Jane) Fun fact: Brad is a bird magnet because he wears a Japanese cologne that contains trace amounts of night crawlers.

29 Season 2, Episode 16: "Cocktails & Dreams" Here we are. “Cocktails & Dreams” is not only the top-to-bottom funniest episode of Happy Endings, it’s one of the funniest sitcom episodes of all time. This is not up for debate. If you disagree, you are a goblin person. A. Goblin. Person. Here’s a quick top five, but just blindly follow my advice and watch the episode. 1. Whore’s Bath 2. Playing football at West Canaan may have been the opportunity of your lifetime… but Jane: Mine was like that scene in Varsity Blues, but instead of winning the district championship, Dave had sex with me repeatedly.

Penny: How is that like Varsity Blues?

Jane: Jon Voight was coaching us.

Penny: I don’t want your life. 3. Jane: “Dave is Freddy Kruegering us in our dreams with sex…” (which leads to) 4. Colin Hanks has an intern named Beans. He loves cocaine and is not super great with manners. And finally… Go to the MoMA, punt Vinny van Gogh’s Starry Night into the Hudson River, and hang this masterpiece up in its place.

30 Season 2, Episode 17: "The Kerkovich Way" Jane explaining how her great-great-grandmammy Senka used “The Kerkovich Way,” a devious way of manipulating people into mistrusting their memory, in the old country. “She saved a whole village, okay? And that village went on to produce three famous Olympic gymnasts… and Slobodan Milosevic.”

31 Season 2, Episode 18: "Party Of Six" “Mary Tyler Moore-Tyler-Moore-Moore-Moore” wins, but this episode, which definitely makes its way into the show’s top-ten, features a trove of absurd, witty quips: Jane on Penny’s supposed birthday curse: “That curse should be scared of us, because we are a bunch of criminals and sex addicts with terrible judgement and we can ruin anything we put our minds to.” Also, this made me laugh out loud:

32 Season 2, Episode 19: "You Snooze, You Bruise" Penny advises Jane on the joys of “sleeping on it” to alleviate her anger. “Remember when I was gonna file that noise complaint against my neighbor’s cockatoo, but then I slept on it? The next day, I bought that bird a clementine, which it choked on. Problem solved.”

33 Season 2, Episode 20: "Big White Lies" The gang become tangled in an intricate web of Rube Goldberg machine-esque lies so that Penny can avoid hanging out with special guest star Mary Elizabeth Ellis. The above gif is Alex pretending to be Ellen DeGeneres, and the whole episode mirrors a zany episode of Three’s Company, complete with guest star Ben Falcone as an aggravated Mr. Roper type. Joke of the episode: Penny: I told so many lies when I was a kid that the only way I could keep track of them was to write them down in my Greetings Feline diary.

Alex: Greetings Feline?

Penny: Look, we didn’t all have a fancy, free-standing house filled with real Hello Kitty schwag.

34 Season 2, Episode 21: "Four Weddings And A Funeral (Minus Three Weddings And A Funeral)" Just like the true Season 1 finale (“The Shershow Redemption”), the final episode of Season 2 takes place at a wedding. Best remembered for the debut of Max’s Chicago-based all-male Madonna cover band Mandonna, the episode could have worked as a series finale, which I’m sure wasn’t a coincidence considering Happy Endings was consistently on the chopping block at ABC. The Season 2 finale directly dealt with the Dave/Penny flirtation introduced in “The Shrink, The Dare, Her Date, And Her Brother” (and somewhat referenced in “Cocktails and Dreams”), but the show’s uncertain future (probably) quashed any Dave/Penny relationship as David Caspe instead decided to end the season (and maybe the series) with the group dancing to Mandonna as Dave and Alex hold hands. From a narrative perspective, it’s perfect circular storytelling. You begin the series with Alex and Dave breaking up and end the show with them back together. Still, I think Dave and Penny is one of the biggest missed opportunities in sitcom history. Joke of the episode: Max: I am so glad I don’t get invested in your boyfriends-of-the-week that I only hear about through dialogue.

Penny: He said we weren’t ‘wedding ready,’ so then I said, ‘We need to reassess this relationship,’ and then he said, ‘It’s too big of a step,’ and then I said, ‘Your sister’s got sloppy yabos.’ Why do I always go to slop-yabs? Meta humor alert: “Hey, hey, hey, I don’t have time for this endless bantering, okay? The back and forth? It’s exhausting. I don’t even know what you’re saying most of the time, so slow down!” (Derek)

35 Season 3, Episode 1: "Cazsh Dummy Spillionaires" Sure, Dave and Alex are now dating, but the big news of the Season 3 premiere is the debut of SinBrad. I wish Damon Wayans Jr. would’ve sing-capped every episode with a late ’80s/early ’90s inspired ventriloquist dummy. Joke of the episode: “Well, I’m out. You two have fun talking like two of Scott Caan’s groomsmen.” (Jane) Also, Penny’s woes continue:

36 Season 3, Episode 2: "Sabado Free-Gante" A+ to the show for dressing-up the main cast up as a marionette version of Jackson 5. Lots of puppet humor in Season 3. Joke of the episode: “In my 15 years of selling cars and my 10 years of owning a zoo, I’v never seen a better negotiator. I want you to come work for me.” — The Car Czar (Rob Corddry) to Jane

37 Season 3, Episode 3: "Boyz II Menorah" Happy Endings always delivered when it came to musical episodes, and this Season 3 offering centers on Brad and Max’s short-lived Bar Mitzvah emcee dance team. Honorable mentions: Jane’s use of the term “Handrew Jackson” to describe a handjob; Max’s “I’m trying to find a Dunk-a-roo I dropped under the couch;” and Penny referring to Max and Brad as the “hottest mixed race dance crew since Paula Abdul and MC Skat Kat.” I’m a sucker for a well-crafted MC Skat Kat reference.

38 Season 3, Episode 4: "More Like Stanksgiving" This Thanksgiving-themed episode centers on Dave attempting to provide an authentic Navajo Thanksgiving and a flashback to when Brad and Max were on Real World: Sacramento, the season that never aired because a crazy roommate ended up burning down the house. Joke of the episode: Penny questions Alex on her sex swing: Alex: Ew! No! This is an ergonomic work hammock. You see how easy? No carpal tunnel for this productive gal.

Penny: That’s a sex swing.

Alex: The guy at the flea market clearly said that it was for taking care of business.

39 Season 3, Episode 5: "P&P Romance Factory" This wonderful, ridiculous slab of sitcom marble deals with Penny attempting to date while being forced to wear a flesh-colored prescription helmet, as well as Max freaking out over being slighted by a fist bump gone bad. Honorable mentions: Alex: “He could be your soul mate, your kindred spirit, your One Tree Hill.” Dave to Max: “What’s with the big appetite, hungry puppy?” Max: I don’t like that guy, and I want it on the record.

Dave: We’ve been over this. There is no actual record.

Max: Then why are we doing any of this! Penny: This helmet wasn’t just protecting my head, it was protecting my heart.

Alex: Is that a quote from Iron Man 2? “I hit my head a lot… like a cartoon coyote a lot.” (Penny) Also… this:

40 Season 3, Episode 6: "To Serb With Love" Jane as Gallagher is aces, but you gotta respect the unexpected turn in this peerless Magic Johnson joke: Jane: My dad was a big fan of The Chevy Chase Show. He always bet on the wrong horse when it came to late night… Rivers, Thicke, Johnson. Loved The Magic Hour.

Max: Magic’s a national hero. He really raised awareness about of how a person could successfully live with not having a talk show. Rewatching Happy Endings has also led me to conclude that Damon Wayans Jr. is the king of awkward chit-chat:

41 Season 3, Episode 7: "No-Ho-Ho" You know what Happy Endings absolutely nailed? Specific celebrity humor and unexpected punchlines to traditional joke setups. But the series was also a realistic look at the subtle dynamics of group friendship. Here’s the thing: Real friends won’t give you pity laughs. Almost every episode of Happy Endings features a cast member delivering a bad joke and a cast member no-selling the bit. Here’s an example from “P&P Romance Factory”: Joke of the episode: Dave: You heard me, dollface. I’m the gift whisperer. Gifts whisper to me and tell me who they’d be perfect for.

Penny: Like when you said you were the Horse Whisperer whisperer, but ya never ended up getting that DVD to work? Honorable mention: Jane: I’m really okay with it, and not like when I said I was okay with you and Max starting a black circus.

Max: You didn’t like Ringling Brothers For Brothers?

Brad: It would’ve been the greatest show on earf.

42 Season 3, Episode 8: "Fowl Play/Date" Joke of the episode: Penny adding to the wonderful insanity of the Rom-Com Con cold open: “Ooh! On Saturday, there’s a special appearance by Julia Roberts… impersonator: former Kentucky Derby winner Pretty Woman.” Honorable mention: “I don’t like talking about my sex dreams that much, but it was me, Jeff Van Gundy, and Stan Van Gundy. I had Jeff coaching me on defense, and Stan coaching me on offense.” (Max) This is also the episode where Tyler, Alex’s racist parrot, tragically dies. RIP, you close-minded malcontent.

43 Season 3, Episode 9: "Ordinary Extraordinary Love" Alex’s well-time Smash Mouth reference is the jovial manifestation of a chef’s kiss. Honorable mentions: “Xela dresses are the hottest fashion item since Bicycle Joe Steroid’s little yellow cheater bracelets.” (Penny) “I guess no one will ever love me. Now I know how webisodes feel.” (Max)

44 Season 3, Episode 10: "Kickball 2: The Kickening" You’d think this episode would be remembered for Brad’s clever dog bakery pun, but no. ABC consistently airing Happy Endings episodes out of order resulted in a multitude of continuity errors (especially in Season 1), but “Kickball 2: The Kickening” is the most egregious example yet. This episode was originally scheduled to be the penultimate episode of Season 2 but instead aired in the middle of Season 3.

45 Season 3, Episode 11: "The Ex Factor" This episode also features the first of two Mark-Paul Gosselaar episodes, who you of course remember from the iconic TV series Franklin & Bash.

46 Season 3, Episode 12: "Marry Prankster" Alex Keyser Sözes everyone, Penny gets engaged (and slimed multiple times, You Can’t Do That on Television-style), and Max goes prank crazy in one Season 3’s funniest episodes. I love the above gif so damn much. DWJ is a true physical comedy marvel. Joke of the episode: Brad on his string of bad job interviews: “I mistook the first guy’s baby for a dog. Other highlights: I forcibly tried on a guy’s shoe; showed a lady my stomach; and then peed on a guy. Granted, it was at the urinal after the interview, but still, it was penis water.” Honorable mention: “Thank you. I have my smart moments. I’m not as dumb as I am.” (Alex)

47 Season 3, Episode 13: "Our Best Friend's Wedding" Joke of the episode: Penny to Pete regarding their wedding planning: “From here on out, we’ll make every single decision together, except for the location and the band, which I already booked: Chicago and Chicago! They owe me. I saved the drummer from choking on a hushpuppy once at the state fair. Took him a while to recover, but he’s feeling stronger every day.” Plus this “Take on Me” inspired closing credits sequence is worth a watch.

48 Season 3, Episode 14: "In The Heat Of The Noche" Joke of the episode: Brad: Which is why I’m gonna round up the ragtaggiest group of underdogs…

Terry Chuckles: The Traveling Wilburys?

Brad: No, Terry! How am I gonna get the Traveling Wilburys? Two of ’em are dead! I’m talking about my friends, dammit! Also of note: Brad’s second favorite movie is Anaconda.

49 Season 3, Episode 15: "The Straight Dope" Alex goes through a Flowers for Algernon-type situation while Max pretends he’s straight in order to score sweet Bulls tickets from guest star Abby Elliott. The entire cold open is terrific, but this Jane/Dave exchange is the joke of the episode: Jane: Until last week, you thought people in the army wore “camel-flage.”

Dave: Makes sense. Camels are good at blending in. Honorable mention: Alex: Sorry, Penny. I can’t help you, but I do know someone who can: Sun Tzu.

Penny: Dave’s friend who always tries to sell me yarn?

Alex: Oh, Penny. Classic Alex.

50 Season 3, Episode 16: "The Incident" A Bob Dole action figure is such a perfect character joke for Jane. Honorable mention: Penny: Dave, I’ve got some bad news…

Dave: Oh my God. Something happened to Dave Matthews, didn’t it? I had that weird dream and now he’s gone… Penny: Stop it! No, Dave Matthews is fine. I mean, he’s puffy, and he sounds like he’s got a squirrel in his mouth, but he’s fine. And… well… I don’t even know how to explain this:

51 Season 3, Episode 17: "Bros Before Bros" The guys help Dave sabotage a rival food truck, while the ladies convince Penny to reach out to her estranged father, who in a bit of perfect casting is portrayed by Andy Richter. Joke of the episode: Jane: You didn’t think it was weird that Dean Cain asked you to cater an 1,100 person bachelor party?

Dave: No, Jane. I didn’t think it was weird because it was Dean freakin’ Cain. Honorable mentions: “Fat people and tiny instruments: You think they’re gonna eat ’em but then they play ’em.” (Alex) Brad: He once ladybugs’d himself into a junior high girls soccer tournament, bet against the team, and then threw the game.

Max: Best $45 I ever won, minus the $10 it cost me to find an ace bandage big enough to strap down my girls. Also, Jane referred to a drink she enjoyed as “the taters,” in case you wanna steal that particular catchphrase.

52 Season 3, Episode 18: "She Got Game Night" Joke of the episode: “Now I’m sorry. I’m not hearing the bitchy part and my bitch-dar is pretty rock solid. You are not fooling me, one-armed surfer girl.” (Jane) Honorable mention: “That’s a pretty good idea from a person who thought SkyMall was an actual mall in the sky. Alex: If we can put a man on the moon, I am pretty sure we can put a Chico’s in the clouds.” (Dave)

53 Season 3, Episode 19: "The Storm Before The Calm" Reeling from her breakup with Pete, Penny says the four words no friend ever wants to hear: Joke of the episode: Jane: Well, I gotta go. I found a store that carries low-carb edible underwear. No, it’s not for sex. It’s just a great snack. Zesty ranch. That’s my fave.

Alex: That’s disgusting.

Max: Just get some zesty ranch chips. Honorable mention: “I am not gonna stand by while you guys prey on the gullibility of the public. You are no better than Bernie Madoff or that guy who started Earth Day.” (Jane)

54 Season 3, Episode 20: "The Ballad Of Lon Sarofsky" “The Ballad of Lon Sarofsky” is the best Dave episode of the series. We learn that young David was once a regional champ at Junior Mister, a “young gentleman’s pageant,” and Penny bones the “Car Czar.” (Rob Corddry). Just a top-to-bottom home run. Plus, we’re gifted with yet another Dave Matthews Band quip. The trifecta? There may have been more. They talk super fast on this show. Joke of the episode: “Don’t be so literal, Max. Does Dave Matthews sing ‘Ants Marching’ because he wants to see ants marching? I don’t know. The man’s a genius. It’s none of our business!” (Dave) Honorable mentions: “I haven’t been this excited since I found out Donnie Wahlberg and I share the same birthday. Well, one day apart.” (Dave) “I mean, you should take him to Bone Town. You know that rib joint on Halsted? I love that place.” (Alex) “This pageant is a gay disaster. It’s worse than the time I saw Bette Midler get on a horse.” (Max) “I really think we should wrestle. I win, we eat steak. You win, you shut up for the rest of your life.” (Car Czar)

55 Season 3, Episode 21: "Un-Sabotagable" Remember when I mentioned that Hyperion Bay star Mark-Paul Gosselaar appeared in two episodes? The former Bash to Breckin Meyer’s Franklin returned in a fit of vengeance to sabotage Max, but it turns out his life is too sucky to ruin. Joke of the episode: Chase: Your life sucks. You have no job, no love life. Your apartment is disgusting. I considered releasing rats in there, but you already had rats in there way bigger than mine.

Max: Don’t beat yourself up, pal. We’re all just raising our rats the best we can. Honorable mentions: “Stop asking waiters if your food could be ‘lasagna’d.'” (Jane) Max explaining vacuums to Jane: “Check out this machine! It’s amazing! It sucks the garbage off the ground, so now I don’t have to throw it out on the street through a hole in my pocket Andy Dufresne style.”

56 Season 3, Episode 22: "Deuce Babylove 2: Electric Babydeuce" The one true hero of this episode is the Top Gun-inspired tennis montage scored to Kenny Loggins’ “Playing With the Boys,” which you can watch here. Joke of the episode: Penny on trying to borrow a baby: “I got so many ‘no’s’ I felt like Jason Giambi in my Jason Giambi sex dream.” Honorable mentions: “Well I know on the outside I may look like a stoic Just For Men box model, but on the inside I’m jazzed.” (Dave) “Huey Lewis and them thaaaangs!” (Brad) Jane: She means Jay-Z and Beyonce. Not my friend Jay in the Chesapeake Bay… cause that’s where he drowned.

Alex: RIP, Jay.

Penny: Embraced by the tide and called home to hell.