That's What She Said: The Rise and Fall of the 2000s' Best Bad Joke

Groan-worthy innuendos in the style of Michael Scott came and went—that's what she said—but they taught important lessons about puns and parodies along the way.


It came out of nowhere, slipping into the conversation between dinner and dessert. “That's what she said!” your friend blurted out, before sitting back, satisfied.

At first you didn't get the joke, which he'd recently poached from NBC's sitcom The Office. (This was around 2006, or, if your friend was slow on the uptake, around 2010.) So he explained by example for the rest of the meal. When the waitress asked if you wanted sauce on that, he whispered seductively: “That's what she said,” as if her question was scandalous. Then he giggled like a 12-year-old.

That's what she said, hereafter referred to as TWSS, was the best bad joke of the late 2000s. It forced almost any sentence into unintentional sexual meanings, even when you were just “trying to get in” to the highway's fast lane, or “didn't think it would take so long” in the supermarket line. TWSS was like a bully who stole your lunch money to buy cigarettes. It seized your innocent words and contorted them into indecency.

TWSS actually deserves our thanks. It was a formulaic gag, but it showed us that the most mundane moments still have the potential to shock and surprise. And this is pretty much what sitcoms are for.

TWSS wasn't original, but rather intelligently unoriginal. When NBC adapted The Office from the BBC, it also took up the scepter of sexual wordplay, which happens to date back thousands of years. You can find sexual puns in the poetry of imperial Rome. They're sprinkled liberally in such canonical English texts as Chaucer, Shakespeare, and Joyce. They could literally be called the oldest trick in the book, according to a British researcher of humor named Paul McDonald, who claims the first Anglo-Saxon joke comes from the 11th century Codex Exoniensis:

What hangs at a man's thigh and wants to poke a hole that it has often poked before?

Answer: A key.

This sort of wordplay is classic double entendre, which might not actually make you laugh, but nonetheless prompts a momentary double-take. The first line leads a reader toward an overtly sexual conclusion, but the innocuous answer subverts these expectations. Suddenly the words “poke,” “hole,” and “hangs at a man's thigh” seem to refer to two things at once, one sexual and one innocent.

The odd achievement of The Office was to weaponize this basic structure. TWSS emerged in 2006 from the chuckles of Michael Scott, regional manager of Dunder Mifflin Paper Company. Soon Scott's employees caught on, perking up at any mention of the words “hard” or “long” or “wet.” It became such a staple that meta-jokes were tacked on to prolong its life, like non-verbal TWSS winks and attempts at the gender-balanced “That's what he said.” From there, TWSS rapidly penetrated the American idiom, spreading furiously across Facebook profiles and frat houses.

This was a paradoxical development, because TWSS was clearly designed as a bad joke. “My mom is coming,” says Pam the receptionist, before Michael responds with his second-ever TWSS. This joke isn't successful because it's witty. It succeeds because it wildly caricatures bosses who tell awful jokes. It's crucial here that both versions of “The Office” pretended to be a documentary. If the actor Steve Carell had debuted TWSS in a stand-up routine, by contrast, he'd have been run off the stage. But in an exaggeration of real life—a mockumentary—even the jokes can be parodies. In The Office, the pseudo-documentary was the comedic situation that makes a sitcom work. It gave normal office employees a license to perform, and it gave us television viewers a license to watch their odd lives and awful jokes.

It's still hard to explain why a bad joke became ubiquitous, but perhaps we can start with its special structure. TWSS didn't craft sentences with sexual double meanings, as double entendre does in its classic form. Rather, TWSS found double meanings in sentences that had already been crafted. The Office was building here on earlier gags like “...if you know what I mean” and “...said the actress to the bishop” (see BBC's The Office), as well as a 1992 instance of TWSS in the movie Wayne's World. These jokes snuck up on you. You “spilled all over yourself” at the gas station? You “didn't think it would be this deep” at a Chicago pizza parlor? TWSS. Here was a formula that required hardly any forethought and only a little cleverness. It was the do-it-yourself approach to sex jokes.

This structure had an unexpectedly useful consequence. It forced us to listen to ourselves, to rethink our words and notice our own subtleties of phrase. It served as a reminder, however silly, that language is flexible, recyclable, and layered.

All viral jokes, from Chuck Norris to cat memes, fall limp eventually. The surprise wears off and boredom sets in. Carell, king of TWSS, finally complained that amateur TWSSers were ignoring the joke's actual structure, piling them on like conversational croutons. What goes up must come down.

It would be easy to simply dismiss every instance of sexual innuendo as shallow. Normal puns have long attracted groans, eye-rolling, and fierce critics like Samuel Johnson and Alexander Pope, who saw wordplay as unsophisticated and even injurious to language. Sexual puns, according to this argument, merely add immaturity to injury.

But perhaps we can take a less high-minded approach here, and praise language whenever it manages not to be boring. There is nothing like an office to drain the joy out of words, with its relentless flow of memos and paperwork and email. While it lasted, TWSS helped rejuvenate everyday language.

And that's partly why we watch sitcoms in the first place, because they rejuvenate our everyday life. Seinfeld made buying soup and eating muffins interesting; Sex and the City made us care about gossip and one-night stands. The Office dressed up like a documentary so it could parody our cubicled lives. Then its best bad joke caught on, and we started parodying The Office.