That's What She Said
Also known as: TWSS · "Said the actress to the bishop" (British equivalent)
"That's What She Said" (TWSS) is a catchphrase used to reframe an innocent statement as a sexual double entendre. Rooted in the much older British expression "said the actress to the bishop," the joke was first popularized in America through *Saturday Night Live* in 1975 and *Wayne's World* in 1992, before reaching peak cultural saturation as Michael Scott's signature line on NBC's *The Office* starting in 20057. It became the defining bad joke of the late 2000s, spreading across offices, schools, and the internet as a participatory formula anyone could deploy.
Overview
The joke works through a simple formula: wait for someone to say something that sounds accidentally sexual, then add "That's what she said" as a punchline. Phrases like "it's so hard," "I can't fit it all in," or "it just keeps getting longer" become innuendo the moment someone tags them with TWSS5. The humor comes not from cleverness but from the sheer ease of finding double meanings in everyday language. Almost any sentence involving size, difficulty, wetness, or duration becomes fair game11.
The joke requires zero setup and minimal wit. That's the whole point. As *The Atlantic* put it, TWSS "seized your innocent words and contorted them into indecency" using a do-it-yourself approach to sex jokes that "required hardly any forethought and only a little cleverness"7.
The American phrase traces back to at least 1975, when Chevy Chase used it during a "Weekend Update" segment on the first season of *Saturday Night Live*8. But the joke's DNA is much older. The British version, "said the actress to the bishop," dates to the Edwardian era of the early 1900s6. One popular (if unverified) origin story ties it to actress Lillie Langtry asking the Bishop of Worcester about his pricked finger, leading to an exchange so loaded that the butler supposedly dropped the potatoes6.
The British phrase appeared in print as early as 1928, in Leslie Charteris's *Meet the Tiger*, and showed up in a sound test reel for Alfred Hitchcock's 1929 film *Blackmail* as "as the girl said to the soldier"8. Kingsley Amis used it in his 1954 novel *Lucky Jim*6. By 1973, the American version "that's what she said" had already been called an "ancient one-liner"6.
Mike Myers brought the phrase to mainstream American audiences in the 1992 film *Wayne's World*, where Wayne uses it after his sidekick Garth says "Hey, are you through yet? 'Cause I'm getting tired of holding this" while holding a picture12. The joke had already been a recurring bit in the *Wayne's World* sketches on *Saturday Night Live*9.
Origin & Background
How It Spread
How to Use This Meme
The formula is dead simple:
Wait for someone to say something that sounds accidentally sexual when taken out of context
Immediately respond with "That's what she said"
Common trigger words: hard, long, big, wet, deep, tight, fit, comes, finish
Cultural Impact
Full History
Fun Facts
By 1973, "that's what she said" was already being called an "ancient one-liner," meaning the joke was considered stale more than 50 years ago.
The earliest known recording of a TWSS-style joke is from a sound test reel for Alfred Hitchcock's 1929 film *Blackmail*, phrased as "as the girl said to the soldier".
The supposed origin of "said the actress to the bishop" involves Lillie Langtry asking the Bishop of Worcester "How is your prick?" about a thorn injury, causing a butler to drop the potatoes.
*The Office* used the mockumentary format specifically so that bad jokes like TWSS could function as character comedy rather than just bad comedy.
The phrase spawned at least one academic analysis of sexual double entendre tracing the structure back to 11th-century Anglo-Saxon riddles.
Derivatives & Variations
That's what he said variations
A variation of That's What She Said
(2005)Extended innuendo jokes
A variation of That's What She Said
(2005)Regional variations of the phrase
A variation of That's What She Said
(2005)Frequently Asked Questions
References (14)
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- 2xkcd: How it Happenedarticle
- 3xkcd: That's What SHE Saidarticle
- 4That's What She Said - Know Your Memeencyclopedia
- 5That's What She Saidencyclopedia
- 6That's What She Said - Urban Dictionarydictionary
- 7Said the actress to the bishopencyclopedia
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- 14