Writer:	Jon Beckerman, Rob Burnett
Director:	Marc Buckland
Star:	Josh Randall (Mike Burton),  Thomas Cavanagh (Ed Stevens),  Julie Bowen (Carol Vessey),  Jana Marie Hupp (Nancy Burton),  Lesley Boone (Molly Hudson),  Mike Starr (Kenny Sandusky (Episodes 1-45)),  Michael Ian Black (Phil Stubbs),  Rachel Cronin (Shirley Pifko),  Justin Long (Warren P. Cheswick)
Recurring Role:	Max Rosmarin (Gavin Shrader),  Michael R. Genadry (Mark Vanacore),  Robin Paul (Jessica Martell),  Tessa Ghylin (Donna Tuzzi),  Rena Sofer (Bonnie Hane)
Guest Star:	Kylie Travis (Tanya),  Micki Grant (Mrs. Reilly),  Larry Paulsen (Stan),  David Wohl (Escort Service Man),  Alicia Van Couvering (Jenny Rugale),  Noah Bean (Tim Cooper),  Jason Antoon (Deejay),  Sydney Ducks (Diner Man),  Adam Wylie (David Merskey),  Yuka Takara (Linda Takahara),  David Alan Basche (Bud Frankel)

Featured Music:
"Bodyrock" by Moby
"Atomic Dog" by George Clinton
"Mercy, Mercy Me" by Marvin Gaye
"At Last" by Etta James
"The Hallelujah Chorus" by Handel
"Rockhouse" by Ernie Freeman Combo (edit)

Mark (as Warren goes to the prom with Tonya): Warren Cheswick is God. (edit) Bonnie (to a shocked Ed): Nice ruffles. (edit) Ed (saying goodnight to Carol): I better take off this tux before I get radiation poisoning. (edit) Warren (to Tonya, when he picks her up): Get out of my dreams and into my station wagon. (edit) Phil (to Ed, regarding his move to NYC): Hey Bosco, once I get situated in Gotham, would you mind if I give your ex-wife a call? (edit)

$10 Bet: Mike bets Ed ten bucks to stop talking about Carol. Ed keeps talking so Mike increases the bet to $1000. Ed doesn't accept the bet and keeps talking.

This is the first time either one of them has declined a bet. (edit) On the audition tape, Phil goes by the name "Bobby Thunderbolt".

When talking to the pimp, Warren goes by the name "Hector Pendleton". (edit) Phil decides to try out to be on VH1's newest show, Outragiacs. He goes around town performing outrageous acts, while Kenny and Shirley follow him with a video camera. His most outrageous moment comes when he gets himself crowned king of the junior prom. VH1 accepts him as a finalist for the show. (edit) One of the lawyers listed by Ron as one who left is "Buckland", named after director Marc Buckland. (edit)

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