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"Women's Appreciation" is the twenty-second episode of the third season of The Office and the 50th episode overall. It was written by Gene Stupnitsky & Lee Eisenberg and directed by Tucker Gates. It first aired on May 3, 2007 and was viewed by 7.6 million people.

Cold open

Dwight hands Jim a demerit for being late. Jim asks Dwight to explain and Dwight explains how the demerits will pile up into a citation, which pile up into a violation, then a verbal warning and so on until a disciplinary review is placed on the desk of Dwight's immediate superior, which is in fact Jim himself. Jim then asks Dwight vaguely to have a copy on his desk by the end of the day or he will give Dwight a "disadulation" telling Dwight "you don't want to know" and walking away from a horrified Dwight.


Outrage breaks out in the office after Phyllis gets an unexpected eyeful from a male flasher in the parking lot. Michael tries to downplay the event with humor, questioning in particular why anyone would want to flash Phyllis. When that upsets the employees further, Michael sticks his finger outward through his fly and jokingly pretends that the flasher is back. After realizing that his jokes were horrible miscalculations, Michael overcompensates by verbally blasting the other men with self-righteous, fake-feminist indignance (to appear empathetic with the women).

Next, he forces everyone into an impromptu seminar on the everyday prejudices that women face -- after deeming himself the most qualified to teach it. Oblivious, as usual, to his own biases, Michael makes several sexist verbal gaffes. Panicked, he tries to make it up to the women by offering to take them to the place that they, as women, would feel the most comfortable: the mall. Although they consider the offer extremely condescending, they ultimately decide that they'd rather go shopping than stay at the office.

Dwight takes charge of the effort to find the flasher, and orders Pam to make a sketch of "the pervert". However, Phyllis says that she didn't get a good look his face, so Pam draws a picture of Dwight -- but, with a mustache and without glasses. An oblivious Dwight and a vengeful Andy dutifully set about posting fliers with the "predator's" face. Later Andy says he would like to take some of the fliers and post them near where he lives (close to a school).

Michael's group outing to the mall comes as he is beginning to openly doubt his relationship with Jan, having received an aggressive "booty call" from her earlier that day (which her assistant Hunter dutifully agreed to put on her schedule). Over lunch at the food court, Michael eventually starts "dishing" about his romance with Jan, after his attempt to prod them into gossiping yields awkward silence. (Angela abruptly leaves, mostly out of moral outrage, but also to special order clothes for her embarrassingly undersized frame.)

The women encourage him to weigh the pros and cons of his relationship. During the exercise he slowly reveals, with noticeable unease and shame, that Jan is sexually controlling in ways that humiliate him. Karen tries to give Michael reasons to stay and work things out with Jan. Pam insists that his relationship with Jan is unhealthy; an open rivalry between Karen and Pam begins to brew. Finally, Michael flatly states that he's not happy around Jan, and the women convince him that this particular "con" outweighs all of the "pros."

Pam is visibly pleased that her intuition won out over Karen's. To thank them for their advice, Michael treats the women to one item each at Victoria's Secret. Karen buys some sexy lingerie for her and Jim's six-month anniversary (which a depressed Pam sees as she buys a fuzzy bathrobe, which she plans to cut up into towels).

Meanwhile, with the women out of the office, Kevin decides it is time to fulfill his fantasy of entering a women's bathroom. He discovers a plush waiting room inside. Later, while Kevin, Jim, Ryan, and Toby hang out in the women's room, Creed enters, and it is revealed that he uses the women's room to "go number two" (but has been caught and has had to pay for it). Ryan sheepishly admits to Jim that he'd asked Karen out, via e-mail, in the past.

Jim, visibly caught off-guard, recovers and replies that Karen had already read it to him, and that "she liked him as a friend."

On the way back from the mall, Meredith's minivan breaks down, and Michael is unable to change the tire. Pam steps in and changes it herself. Upon returning to the office, Michael decides to call Jan and end their relationship. When he gets her voicemail, he leaves a message telling her he wants them to "go on a little break, permanently." Before he can finish the message, Jan walks into his office, and Michael hangs up the phone, pretending he was speaking with a friend.

Jan tells Michael that she feels badly about their earlier conversation, so she drove all the way from New York City to personally apologize. Michael, seeming touched but confused, accepts her apology. Her cell phone then buzzes, and Jan is initially pleased to see that she has a voicemail from Michael. Despite Michael's protests, she listens to it immediately. When she hears the message she hangs up the phone; looking hurt, she leaves Michael's office without a word.

The episode ends with Jim giving Dwight a tip on the identity of the flasher. Jim tells him that he saw the pervert above the sink in the women's bathroom. Dwight storms into the bathroom, where a mustache has been drawn on one of the mirrors. Upon seeing his reflection line up with the mustache, Dwight realizes he was duped by Pam.

Alternate versions

An alternate version of the episode aired on August 30, 2007:

  • Added: Jan convinced Michael to subscribe to the Wall Street Journal, but he hasn't been reading it.
  • Cut: Phyllis talks about being flashed to the office. Angela unkindly says "Phyllis, you're a married woman!"
  • Cut: Pam asks Kelly how things are going with Ryan.
  • Cut: Footage from the visit to Victoria's Secret, particularly Pam's purchase of a robe.
  • Cut: Ryan and Kevin's responses after Jim describes Karen's reaction to Ryan's e-mail.
  • Cut: Meredith tossing garbage out of her car window saying "My car, my rules."
  • Cut: Meredith's flat tire.
  • Added: Michael sees the pervert picture on a tree.

Deleted scenes

  • Jan convinced Michael to subscribe to the Wall Street Journal, but he hasn't been reading them.
  • Kelly learns that Phyllis got flashed.
  • Bob Vance comes to see Phyllis.
  • Andy tries to earn back Dwight's favor by bonding over their mutual appreciation of cold soups.
  • In the conference room meeting, Michael asks why women can't have orgasms.
  • In a talking head interview, Michael imagines himself as a woman.
  • Kelly gleefully leaves for the mall.
  • Dwight escorts the women to Meredith's car.
  • In a talking head interview, Andy explains that his goal is to dominate.
  • Michael tries to encourage the women to go into Victoria's Secret.
  • Michael chooses lingerie for Pam.
  • An alternate take of Jim seeing the poster of Dwight.
  • In a talking head interview, Andy describes why he's so dangerous.
  • Michael sees the poster of Dwight.
  • An alternate version of Michael's concluding talking head.

The anti-flashing task force

After the episode aired, callers to the telephone number printed on the flyer received a message from Dwight Schrute:

You have reached Dwight K. Schrute, Commander of the Lackawanna County Anti-Flashing Task Force and Assistant Regional Manager of Dunder Mifflin. If you have any information leading to the capture and/or castration of this pervert, press 1. If this is the flasher, [adopting the tone of a therapist] let's talk. You need a friend right now, and I can help you. Just tell me where you want to meet, and I promise to help you with whatever it is that you need. [normal voice] Thank you and have a nice day. Oh, and if you are inquiring about any of our paper products and would like a catalog, please press 2. Finally, if anyone (not the flasher) is interested in a kick-ass 1985 maroon Firebird, I could be persuaded to sell mine. Please press 1 for that, too.

The same phone number would later be used in the episode "Chair Model" for W.B. Jones Heating & Air.

The message is no longer available. The phone number is now a sex chat phone number.[1]:01:03:47


  • Dwight is using the sharpened handle he made when he thought Jim was a vampire in Business School.
  • Kelly dances to Michael's ringtone, "My Humps", when driving back from the Steamtown Mall.
  • The phone number for the Anti-Flashing Task Force is also the number for W.B. Jones Heating & Air.
  • Spoiler: Most if not all of Michael's wishes eventually come true: Jan does in fact "get over" him after they break up several years later. It is unknown whether Phyllis got a plasma television. Pam gains courage in the next episode, "Beach Games". Angela arguably gets a "heart" much later in Season 9, where she tenderly loves and cares for her husband, the Senator, and Kelly arguably gets a "brain" in Season 7 after she joins the Sabre "Print in All Colors" diversity initiative at Yale.
  • We learn that this is the second time Ryan has tried to date Jim's girlfriend. In "Email Surveillance", he tried to ask out Katy. Spoiler: In "Dunder Mifflin Infinity", Ryan asks out Pam.
  • The "This man is a pervert!" poster appears on a bulletin board in the movie Street Racer, next to a picture of Paul Reubens's mugshot. Image.

Amusing details

  • Dwight immediately runs out of the office after learning Phyllis was flashed in the parking lot without asking for anymore details, not even the man's description.
  • Michael is shown to be very concern when he learns that Phyllis was flashed. After he learns Phyllis is fine and with Bob Vance currently, Michael immediately goes back to his childish demeanor.
  • After Michael asks if the flasher has seen Karen from behind, Kevin replies "probably not" while standing behind Karen causing both Jim and Karen to abruptly turn and glare at Kevin.
  • One of the photographs of penises that Dwight proposes to show Phyllis is apparently a polaroid of his own.
  • When Dwight says he has had penises on the brain all day, Jim is so surprised he doesn't even smirk, just appears stunned.
  • Michael reveals that he and Jan use a safe word during sex, "foliage" however Jan sometimes pretends she doesn't hear him. More details are revealed when he goes to lunch with the women.
  • Dwight turns to reenter Michael's office after telling everyone to get back to work, but the door to the office is shut.
  • The camera pans to Angela after Pam insists that no woman dresses according to Dwight's proposed dress code.
  • Creed repeatedly insists throughout the episode that the flashing is no big deal.
  • Pam says that one shouldn't be with someone that makes them unhappy, while Karen insists that sometimes there is a rough patch to push through. Pam then says it might mean the couple is wrong for each other as the camera pans to Karen. This is a reference to how Jim and Karen are not truly happy with each other.
  • Phyllis, Pam and Karen try to tell Michael not to leave a voicemail to breakup with Jan, but they are too late.


  • When Michael says, “As that was coming out of my mouth, I knew it was wrong”, John Krasinski stifles laughter and covers his mouth.
  • In various scenes at the mall, Pam and Angela are in the background walking together, even though their characters do not get along. Jenna Fischer and Angela Kinsey are close friends in real life, and they were unaware that their window shopping was being caught on camera.[2]
  • Kelly's dancing to Michaels' ringtone continues even after the ringtone stops. The ringtone was likely added in post-production, so Mindy Kaling didn't know exactly when to stop during shooting.

Behind the scenes

  • The establishing shot of the Steamtown Mall is from the real Steamtown Mall. Interiors were filmed at Westfield Fashion Square Mall. Locations included the food court outside The Coffee Bean & Tea Leaf café on the second level (lunch scene), the Victoria's Secret store (shopping), and the circular fountain in front of the Disney store on the first level (making a wish).[3] Shooting began at 7:00am, and the show had exclusive use of the upper level of the food court from until 11:00am. They also had exclusive use of the Victoria's Secret store, and one level of the parking garage. The other mall locations had to be shared with the public.[4]
  • The cold open of this episode was originally written for the "Business School" episode. The original cold open for this episode was moved to "Product Recall".[5]
  • According to the script, "The van is strewn with takeout containers and the dashboard is lit with every warning light imaginable." The set dressing department took this description to heart and made Meredith's van filthy, with half-eaten food and clothes and trash on the floor. They even added over a dozen air fresheners to the dashboard, as if Meredith's solution for the mess was just to cover the smell with another air freshener.[6]
  • There was a vehicle following Meredith's van to collect the discarded chip bags.[7]
  • Jenna Fischer (Pam) couldn't keep a straight face when Meredith threw the empty bag of chips out the window. The show had to splice together footage from a different scene.[8]
  • The women's bathroom set had to be constructed for this episode.[9] The fixtures are not functional. After a visitor to the set mistook the set toilet for a real toilet, production made sure to put up a sign and tape the toilet lid shut to prevent a recurrence.[10]
  • The plan was to merely pretend that Meredith's van scraped another car, and sound effects would be added later. During filming, they realized that the shot was not convincing, so they had Kate Flannery sideswipe the car for real. (The car being scraped belonged to production.)[8]

Cultural references

  • "Disadulation" is a made-up term.
  • Flashing is the exposure of normally-covered parts of the body.
  • "Hanging brain" is slang for exposing one's testicles.
  • "No harm no foul" expresses the principle that if there is no injury, then there was no offense. The term comes from the sport of basketball, wherein a violation of the rules is not penalized if it has no effect on the game.
  • A "parent-teacher conference" is a meeting between a child's parents and the child's schoolteacher. Most parent-teacher conferences are informational, wherein the teacher can provide feedback to the parents on the child's progress. Occasionally, they are called to discuss a serious matter, such as academic or disciplinary problems.
  • Michael receives a booty call from Jan, a telephone call with the purpose of arranging a sexual encounter.
  • Polaroid is the most famous brand of instant camera. A picture from an instant camera is developed within minutes of being taken.
  • R-E-S-P-S-V-T is a misspelling of Respect, the signature song of singer Aretha Franklin.
  • Catfight is a slang term for a conflict between women, either verbal or physical.
  • Dwight mentions (and briefly imitates) one of the best-known scenes from the 1979 science fiction horror movie Alien, namely the "chestburster".
  • The Steamtown Mall (officially the Mall at Steamtown) is a shopping mall in Scranton.
  • "Junior" is a term used in women's fashion to refer to clothing for teenage women.
  • "Go crazy" is an expression granting permission, with the implication that the subject is insignificant.
  • "Aye aye, captain" is a nautical term used to acknowledge an order from the ship's captain.
  • Anna Maria's is an Italian restaurant in nearby Dunmore.
  • "GapKids" is a branch of the Gap clothing store chain which sells children's clothing.
  • "American Girl" manufactures dolls and clothing for preteen girls. The dolls are approximately 18 inches tall.
  • Michael enjoys spooning, a type of cuddling.
  • Victoria's Secret is a clothing store chain which sells women's lingerie.
  • Michael asks for a "crescent Allen", combining the names of two types of wrenches, the crescent wrench, and the Allen wrench.
  • Informally, to "go halvesies" is to share something equally between two people. Dwight's response "wholesies" is a made-up term.
  • "It's not me, it's you" is a reversal of the cliche break-up phrase, "It's not you, it's me."
  • Michael's wish for courage, a brain, and a heart for Pam, Kelly, and Angela (respectively), is a reference to The Wizard of Oz.
  • In a deleted scene, Jan asks Michael about his subscription to The Wall Street Journal, a business newspaper. Michael mistakes the hedcut images (which The Wall Street Journal uses instead of photographs) for cartoons, and he complains that the one labeled Mel Karmazin (CEO of Sirius XM Radio) is not funny.
  • In a deleted scene, Andy asks, "You know what else is best served cold?", unwittingly alluding to the saying from Star Trek II: The Wrath of Khan: "Revenge is a dish best served cold." While the line may have been alluding to the phrase, variations of the phrase have been used in English since the 1850s and considering it a Star Trek reference is a stretch.
  • In a deleted scene, Michael calls "shotgun" which is a protocol for determining who sits in the front passenger seat.
  • In a deleted scene, Michael says "periogative", intending to say "prerogative."


Main cast

Supporting cast

Recurring cast

  1. Kinsey, Angela and Jenna Fischer. Episode 64: Revisited with Randall Einhorn. "Office Ladies" podcast, February 10, 2021.
  2. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 12:12.
  3. Blake, Lindsay. Westfield Fashion Square Mall from The Office, I am not a stalker blog, January 10, 2012.
  4. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 10:10.
  5. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 13:19. (The podcast claims it was moved to "Business School", but the "Jim dresses as Dwight" cold open was in "Product Recall".)
  6. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 44:08.
  7. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 43:32.
  8. 8.0 8.1 DVD commentary, "Women's Appreciation".
  9. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 50:41.
  10. Kinsey, Angela and Jenna Fischer. Episode 51: Women's Appreciation,Office Ladies podcast, October 28, 2020, time code 49:31.