Writer:	Rob Burnett, Jon Beckerman
Director:	Kevin Dowling
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:	John Slattery (Dennis Martino),  Rena Sofer (Bonnie Hane),  Mike Hodge (Judge),  Tessa Ghylin (Donna Tuzzi),  Michael R. Genadry (Mark Vanacore)
Guest Star:	William Hill (),  Dan Daily (),  Wendy Long (Mrs. Cheswick),  Mike Hartman (Pony Salesman),  Michael Goldfinger (Mr. Gordon),  Mark Matkevich (Robert Bernard Foster (Fozcat)),  Ron McClary (Police Officer),  Curtis Armstrong (Mr. Cheswick),  Randy Graff (Attorney),  Adam Wylie (David Merskey),  Sean McCourt (Liquor Store Clerk)

Phil says that he turned down a hidden camera show that he called a "mean-spirited ripoff of Candid Camera." This is a reference to the hidden camera series that Michael Ian Black did for NBC called Spy TV. (edit) Wendy Long, who played Mrs. Cheswick in this episode, is Justin Long's mother. (edit) The second season opened with a new theme song. Clem Snide's "Moment In The Sun" from their cd "The Ghost of Fashion" replaced The Foo Fighters' "Next Year" from their cd "There Is Nothing Left To Lose". (edit) Featured Music:
"Killing Me Softly (instrumental)" by Roberta Flack
"Baby Grand" by Billy Joel
"When You're In Love With A Beautiful Woman" by Dr. Hook
"Great Day" by Paul McCartney (edit)

Carol (to Ed): I'm not afraid of you being my boyfriend. I'm afraid of you being my ex-boyfriend. (edit) Ed: I'm kind, considerate, punctual. I have excellent hygiene. (edit) Phil: I remember a time when television used to entertain us with the craftsmanship of writing, acting, directing. Now they just try to shock us with the drek of sensationalistic sewage. (edit) Warren (on camera, drunk at a party): Would you like to buy a goose? (edit) Carol: This kid, he's thick! (edit)

Phil buys a pony before he goes to New York. Later in the episode, he uses it to bribe the health inspector that wants to shut down Stuckeybowl. (edit) $10 Bet: Mike bets Ed to kiss a garden gnome in a neighbor's lawn - while the neighbor is watching. (edit)

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