Writer:	Rob Burnett, Jon Beckerman
Director:	Tim Van Patten
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),  Tessa Ghylin (Donna Tuzzi),  Robin Paul (Jessica Martell),  Michael R. Genadry (Mark Vanacore),  Mike Hodge (Judge),  Teresa Yenque (Carmela)
Guest Star:	Sarah Clarke (Kara Parsons),  Crystal Allen (Selma Northfield),  Anne Meara (Barbara Gennacarro),  Tom Riis Farrell (George Parsons),  Alan Kalter (Roger Gable),  Dennis Creaghan (George's lawyer),  Ray Bokhour (Chuck),  Kathleen M. Darcy (French Teacher),  Forrest Compton (Mr. Emerson),  Stephanie Mnookin (Pie Shop Waitress),  James Harden (Bartender)

Featured Music:
"From the Morning" by Nick Drake
"We Built This City" by Jefferson Starship (edit)

Phil (on Cara Parsons): It is an honor to finally meet the brave woman who deflowered young Edward. (edit) Nancy (on Mike's plan): Well, honey, you really think we can live on thirty-eight cents a month? (edit) Mike (on how he and Nancy can earn money while they both stay home with Sarah): I figure I'll go downtown once a month, maybe work the hotel lobbies, sell my body to aging divorcees. (edit) Warren: If you let me inside, I will take you on a journey of pleasure. Bite the forbidden apple, Carmela. You will find it sweet. (edit) Shirley: Ed, one of the goals I have set for myself as your legal assistant is to make sure that when you are drinking coffee, and you finish the coffee, your cup is refilled with more coffee. (edit)

$10 Bet: Ed bets Mike ten bucks to finish eating his dinner in the restaurant without wearing his shirt. (edit) Alan Kalter, the Late Show announcer, plays Principal Gable. (edit)

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