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  • The Running Gag of how Ray is truly and honestly oblivious to how Will hates him so much for stealing his girlfriend and the rest of the team can't stand him. Frankie openly threatens him, Jai and Susan both talk of how Ray crossed the line yet Ray keeps acting like he's winning them over.
    • There's also the team constantly wondering how the hell an idiot like Ray got hired by the FBI in the first place.
  • Expect Frankie and Will to bicker at each other, even during undercover missions.

Episode 5 - The English Job

  • The culture clash of the team working in England with an MI-6 unit that has its own butler.
  • Jai is slowly driven crazy by Ray pointing out how, according to most tests, Jai is the least smartest person on the team.
    • And then it turns out Ray and Susan were just trolling Jai to take him down a peg.
    • And Ray doesn't even know what IQ stands for.
  • Frankie and Will meet an MI-6 agent who turns out to have been set up by her colleague. Surrounded by cops, the woman mouths at Frankie as she nods to the roof. Frankie just frowns until the woman finally snaps "get on the roof!" Frankie does as the agent takes off, shooting out the tires on the police cars as they leave.
    Will: Wow, Frankie, she's a way better shot than you!

Episode 6 - Five Spies and a Baby

  • Susan talks of how she ran into her ex-husband and new fiancee and wanted to shoot them both. Frankie says she'd have helped "clean up the bodies" as they bond.
  • The team rescue a baby from a smuggling ring and go on an unauthorized mission. When Edgar asks "would we be doing this if it was an ugly baby?" they just stare at him.
  • The team find Ray decided to "save time and money" by giving them a battered RV for a mission on the "logic" it's both transport and a safehouse.
    Frankie: Eventually, I'm going to have to murder Ray.
    Will: I won't stop you.
  • Will takes a photo of the kid to troll his parents on how he got married and a dad without telling them.
  • Watching the team babysit an infant while on a mission.
  • Emma shows off a box with a gift for Will. Ray asks if it's...a doorknob. Emma is as confused as anyone else.
  • Will and Susan enjoy a quiet spot in the forest. Frankie notes how "someone could scream and no one could hear them for miles" as Will and Susan give her unsettled looks.
  • The slightly insulting banter between Will and Tina is funnier given she's being played by Scott Foley's real-life wife, Marika Domińczyk.

Episode 7 - Spain, Trains & Automobiles

  • Jai mocked through the episode for getting a broken nose from a punch in a Bar Brawl.
  • Frankie downright ecstatic to see Will actually hating a former comrade turned mercenary.
    Ray: Hey, guys, Will's got a nemesis and it's not me for once!
  • Edgar happy to get his own "nemesis" of a British computer expert.
  • Frankie in slippers.
  • Susan calls in a "war room" for a full board of intelligence on...Tina so Edgar can date her.
    Susan: Ray, thank you for coming even though no one asked you to...
    • Edgar finds out that the team got their intel on Tina by just talking to her one on one.
  • Ray clearly not understanding how he's been set up on a date with a gay fitness instructor.
  • Edgar makes the massive mistake of listening to Ray's advice to be an "alpha dude" on his date with Tina. Epic Fail does not begin to describe it.

Episode 8 - Confessions of a Dangerous Mind

  • Jai wants the gang to celebrate Christmas in April as it's "easier to celebrate in the off-season."
  • The team pick their "Secret Santa" choices.
    Susan: I have love for everyone. (reads her paper) Ray? Oh, hell no.
  • Will tries to brush off how Frankie was going to kill him when they first met.
    Frankie: In my defense, it was Moscow, it was cold and I was cranky.
    Will: One day, I'm going to need a better explanation.
  • Will tries to calm down Ray.
    Will: Remember Brussels? Remember what I told you?
    Ray: Crepes are just really thin pancakes.
    Will: No. Well, okay, they are but that's not the point.

Episode 9 - Hearts & Minds

  • Jai up front on how he doesn't want to bond with Will since "if you die, I don't have call your parents."
    Jai: I'm sure someone else will hear about your past and that perfect little town you grew up in. It was probably named something like Caucasian-Town or Wasp-ington.
    Will: Huddington, Indiana.
    Jai: See, I was right!
  • It finally dawns on Frankie that everyone else on the team thinks Will is the one in charge. She brings it up to Will as they watch You've Got Mail and he's annoyed he has to turn the movie off to talk about it.
    • Ray is upset to hear them as "Will, that's our movie."
  • Will explains how he gives every member of his youth soccer team a trophy even if they don't win a game to build morale.
    Frankie: I don't think you understand how soccer works.
  • Edgar poses as crook for a sting.
    Edgar: Does this ugly ass shirt make me look like a criminal mastermind?
    Jai: Yes it does. I picked it.
  • Having been captured, Will knows Jai bugged him and starts talking so Jai can help the team zero in on his location. Will takes full advantage to talk wildly about his past with Jai helpless to listen.
    Jai: We have to save you... so I can kill you.
    • And Jai gets back at him by fitting out the speakers of Will's apartment to tell his life story to Will in the middle of the night.
  • When Edgar asks about the grenade that he has, Frankie tells him that finding the safety pin is a good game.

Episode 10 - Good Will Hunting

  • Undercover in a Colombian prison, Will banters about Emma to his cellmate, who clearly does not speak English and no idea what he's talking about.
  • Will and Frankie argue about "who won" knocking out guards first.
    Will: Mine had a thicker neck and you're using a nightstick!
  • Jai and Edgar do a nutty dance to celebrate a mission going well.
    Ray: You let this guy sleep with you?
    Tina: I was going to.
    Edgar: Wait, what?
  • Will comes to see Susan at her hotel for a warm talk. As soon as he leaves, Ray pops out of the covers as it turns out the two have been having an on/off affair for some weeks.
    Susan: Ray, don't take this personally but you are the biggest mistake I have ever made!
    Ray: How could I not take that personally?
    Susan: This can't be happening. Why are you even here?!
    Ray: You called me and asked me to come over.
    Susan: And you always do what people tell you to?
    Ray: I'm Ray. Do you want me to go?
    Susan: ...I'm thinking.
  • The fact that while everyone else is worried about Will becoming dark and violent, Frankie actually finds Will more attractive than ever before this way.
  • Frankie figures out Susan and Ray have slept together and Susan's pathetic attempts to laugh it off convince her.
    Frankie: How could you let this happen?
    Susan: I don't know, I hate him. (to Ray) Sorry.
    Ray: That's okay, I've gotten that reaction.
    Frankie: How many times?
    Susan: Once.
    Ray: Seventeen and a half.
    Frankie: Ugh!
    Susan: Come on!
  • Ray offers to take the blame.
    Frankie: You really think anyone will believe you had any control in this situation?
    Ray: Hey, I'm not a golden retriever who just does what she says!
    Susan: Sit down, Ray.
    Ray: Okay. (sits down) I wanted to sit down.

Episode 11 - College Confidential

  • Standish and Jai are on a mission inside a rally car race.
    Will: I wish I could race but those rally cars are really better for people five feet tall.
    Jai: I'm five foot eight!
    Will: You wish you were.
  • Frankie chews out Edgar for screwing up on a mission and threatens to shoot him in the leg if he does it again.
    Will: Just the leg? Wow, that's showing real personal growth.
    Frankie: I'm trying.
  • Ray gives the team briefing...while playing with his niece so he's wearing a tiny crown, a boa and lipstick.
  • Edgar is told he's taking point on an undercover college assignment as he's the only one who can pass for a college student. Will states he "could still pass as an undergrad." Everyone else just bursts out laughing.
    Will: I loved college. If you think I'm a cool guy now...
    Frankie: No one thinks you're a cool guy.
  • Edgar can't believe Frankie is giving him advice on how to make friends.
  • Will and Frankie teach a class on male vs female character relationships in fiction. It takes five seconds for one student to yell out "just kiss already!"
  • The team drugs the agent looking after a research student. He collapses on Ray just as a female student enters so they cover by acting like the guy's crying over a bad grade. And it works.
  • The Running Gag through the episode of Susan and Jai watching the relationship between a student and her professor like it's a soap opera.
  • Finding out a student who'd been interested in him is a French agent, Will asks the team to make sure "the flirting was real."
    Susan: I knocked all her teeth out before I found out.
    Will: Then I guess we'll never know.
    Frankie: We know.
  • Edgar distracts enemy agents by lighting up a flare and singing "I Will Remember You."

Episode 12 - Two of a Kind

  • Frankie is upset she lost a suspect by helping Will.
    Frankie: Why do I care if you get shot?
    Will: There are a thousand ways to answer that question.
  • After eleven episodes of exotic locations it's hilarious to see the subtitles identifying "Greenwich, Connecticut."
  • Frankie is happy to have Will meet Kelly, who's just as closed off as Frankie is.
    Will: Oh, God, there's two of them.
  • Kelly describes Will as a "human Care Bear."
  • Will loving the photos of Frankie in everything from a prom dress to her "Britney Spears" phase.
    • He also pockets one of them to show the team later.
  • Kelly's husband tries to kill her.
    Kelly: I think I want a divorce.
    Will: That's a big decision, you shouldn't rush into it.
    (bullets fly over them)
    Kelly: I'm pretty sure.
    Will: Yeah, probably good idea.

Episode 13 - Czech Mate

  • Ray is giving out plane tickets with Edgar in the middle seat. After reminding Ray that "it would take my five seconds to ruin your life," Edgar gets his ticket swapped with Jai.
  • Edgar declares that Will "in that sweater, waxing skis is the whitest thing I've ever seen in my life."
  • The team baffled when, for the first time, a pair of people walk off the street thinking this is a real operating bar.
    • Also that these master spies never considered locking the front door or putting up a "closed" sign.
  • Edgar tells a wounded agent to feel free to lie down in the back and watch TV off of Will's computer...while giving him Will's password.
  • Jai nearly loses it upon finding Ray and Susan making out.
    Jai: I'm still wrapping my head around this...
    Susan: Me too, man. Me too.
  • Frankie and Will trying to give Edgar a pep talk.
    Frankie: Ok, so your girlfriend is a terrorist, it's an old story.
    Will: It's really not.
  • Edgar still not happy with Tina.
    Edgar: You met my mom. I guess I should be grateful you didn't kill her.
    Tina: Yeah, it was touch-and-go there for a while.
  • After several episodes of Susan and Ray freaking out about Will's reaction to their fling...Will tells Susan he's known about the two of them almost from the start.
    Susan: I was worried you'd punish me.
    Will: Never, you're my friend. Besides, sleeping with Ray is punishment enough.
  • Susan and Frankie's distraction for a computer swap? Frankie posing as a BBC reporter asking Susan, posing as a Spanish diplomat about corruption charges including paying for plastic surgery to cause a catfight with them dragged out.
    Frankie: I think if we actually fought for real, it'd be pretty close.
    Susan: Oh, please. I'd kick your ass.
  • Edgar's beautiful Bond One-Liner after killing Tina:
    Edgar: Guys? I'm single again.

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