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5 times ‘The Office’ stars fully broke when filming the ‘Women’s Appreciation’ episode

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If you still find yourself laughing every time you re-watch The Office, just imagine how hard it was for the actors to keep straight faces during filming.

On the latest episode of the , Jenna Fischer and Angela Kinsey chatted about the Season 3 episode, “Women’s Appreciation,” in which a man flashes Phyllis outside of the office, Michael takes the women to the mall to unwind, and the rest of the men spend the day lounging in the women’s restroom.

It’s an episode jam-packed with bizarre scenarios, inappropriate jokes, and revealing conversations, so it makes sense that the cast kept breaking on set.

From John Krasinski visibly breaking at a NSFW joke delivered by Michael, to Angela cracking up while shooting in Victoria’s Secret, here are five times the actors couldn’t keep a straight face in “Women’s Appreciation.”

1. John Krasinski laughing at Michael’s penis joke

When Michael found out that Phyllis was flashed, his response was (unsurprisingly) not tactful. After cracking a few jokes Michael decided to put his finger through the fly of his pants and pretend it was a penis, but his fun ended when Toby arrived at work and told him to act appropriately.

After a little banter, Michael accused Toby of possibly being the flasher and screamed “Let’s see your penis!” followed by “You know, as that was coming out of my mouth I knew that it was wrong.”

The exchange itself was funny, but what really makes the scene is John Krasinski openly breaking in the background.

“John Krasinski is visibly red in the face and laughing into his hand,” Fischer said. “He is flat out breaking,” Kinsey replied.

Look at that red face!

Look at that red face!

Image: the office / nbc / netflix

“I wrote a timecode down between four minutes and 36 seconds and four minutes, 40 seconds. I see John, not Jim, look right to Randall [Einhorn,] our camera operator,” Kinsey said.

“Yes, I thought the same thing. I thought that is not Jim glancing to camera. That is John glancing at Randall,” Fischer agreed.

Yes. Because it’s just above camera. You know? It’s not right down the barrel, which is where he would normally glance,” Kinsey continued. “He is looking at Randall trying not to break. And Randall was probably breaking too. But they’re having a moment. And the line that really made him go is when Michael says, ‘As that was coming out of my mouth, I knew that it was wrong.'” 

2. Rainn Wilson breaking while describing the anti-flashing task force

When the two emerged from Michael’s office to tell everyone that they’re forming a new anti-flashing task force, Rainn Wilson couldn’t get through his lines.

“I want you to know, Rainn Wilson broke so hard throughout this scene. Jenna, I think we, I think we did like 15 or 16 takes,” Kinsey said.

5 times 'The Office' stars fully broke when filming the 'Women's Appreciation' episode

Image: the office / nbc / netflix

Do you remember what line he could not get through? Because I will never forget it,” Fischer asked.

“I’ll never forget it. And it’s on the bloopers. It’s so good. Say it, Jenna,” Kinsey said. 

“So he says that we should install floodlights in the parking lot. And then he says, ‘I know what you’re thinking. Won’t that just shed more light on the penises?'” Fischer laughed. “We could not get through that line.”

“I know. Sorry, it just cracks me up. And all of it, all of it was so perfect,” Kinsey said. “And then him having to say, ‘Pam, you can draw it with Phallus?’ And you’re like, ‘Phallus?’ ‘Phyllis, sorry, I just had penises on the brain.’ And then Jim’s look to camera. This whole moment is just so beautifully written and performed.”

3. Steve Carell spelling “Respect”

Remember the scene where Michael Scott tries to spell out “R-E-S-P-E-C-T” like Aretha Franklin and simply butchers it? That wasn’t scripted and it sent the actors into a laughing fit.

“It was scripted that he spelled it out correctly. And then every take, he would do it differently,” Fischer said. “We couldn’t get through it. This was another moment.”

5 times 'The Office' stars fully broke when filming the 'Women's Appreciation' episode

Image: the office / nbc / netflix

That’s what Steve would do, though. You know, he was like the comedy assassin. He would like take it as it was written and then he would play around with it,” Kinsey said. “You could never know what he was going to do. And it made it so hard to keep a straight face.”

4. Meredith eating chips

When Meredith drives the girls and Michael to the mall in her truly disgusting van she snacks on chips in the driver’s seat. 

Kinsey reminded Fischer that Kate Flannery’s chip-eating tactics caused Fischer to break in the passenger seat.

5 times 'The Office' stars fully broke when filming the 'Women's Appreciation' episode

Image: the office / nbc / netflix

“Jenna, there’s one thing in the DVD commentary about the scene where Meredith is eating the potato chips. She just dumps them on her face from the bag and throws the bag out,” Kinsey recalled. “In the DVD commentary, you said you kept laughing and laughing and laughing. You couldn’t keep a straight face. And they actually used a different reaction shot of you from a different moment in the van because they never got a clean one of you.” 

5. Victoria’s Secret bloopers

If you thought Carell would have a scene alone with Kinsey in a Victoria’s Secret store at the mall and not try to make her break, you’re wrong. When Michael was encouraging Angela to pick something out at the store, Carell made Kinsey laugh so hard that the scene was sent straight to the blooper reel.

“Yeah, so you guys, Steve wanted me to break,” Kinsey explained.

“He was one hundred percent messing with me and I’d been given a very strict note from Tucker Gates [director] and Lee [Eisenberg, writer] and Gene [Stupnitsky, writer] that they really did not want Angela to entertain him at all,” she said. “So I had to sit there, very stoic as Steve as Michael just got to throw these lines at me. And there’s a few in the bloopers because it was really hard to keep it together. And Steve was just having a great time.”

5 times 'The Office' stars fully broke when filming the 'Women's Appreciation' episode

Image: the office / nbc / netflix

“I watched the bloopers for this and there is a great line that didn’t make it,” Fischer said. “Steve went on to improvise something along the lines of, like, ‘Pretend it’s Christmas and I’m Santa. Santa would like to buy you some panties.'” 

“Yes. I started laughing so hard. Oh, that was very hard for me to get through,” Kinsey said. “And I feel like Steve just started making up things. He’s like, ‘Want a T-back?’ and I was like, ‘I don’t even know what that is.'”

Oh what I’d give to be a fly on the wall of The Office set back in the 2000s.

Be sure to listen to the full podcast episode for more behind-the-scenes stories about filming “Women’s Appreciation.”

You can stream episodes of and follow along with the podcast every week on , , or

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