That's What She Said
Published March 10, 2026 · Updated March 14, 2026
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.
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 ago6.
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"8.
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 potatoes6.
*The Office* used the mockumentary format specifically so that bad jokes like TWSS could function as character comedy rather than just bad comedy7.
The phrase spawned at least one academic analysis of sexual double entendre tracing the structure back to 11th-century Anglo-Saxon riddles7.
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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