Writer:	Rob Burnett, Jon Beckerman
Director:	Adam Bernstein
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:	Ginnifer Goodwin (Diane Snyder),  John Slattery (Dennis Martino),  Robin Paul (Jessica Martell),  Michael R. Genadry (Mark Vanacore)
Guest Star:	Andrea Martin (Kaye Pazzuti),  Begona Plaza (Jami Brown [as Begonya Plaza]),  Vincent Pastore (Ralph Pazzuti),  Randall Newsome (Roger),  Chad Thomas (Host #2),  Susan Stout (Mary Ann),  Virginia Louise Smith (Thelma),  Leo V. Finnie, III (Father),  Angela Antista (Waitress),  Steve Hurwitz (Barber)

Featured Music:
"Tempted" by Squeeze (edit)

Dennis (trying to win Carol back): I brought that girl to the party because I was trying to make you disposable... I couldn't. (edit) Ed (to Carol): Look, the only way we're gonna remain friends is if we're honest with each other. (edit) Carol (to Ed): Sometimes it's not easy for boys and girls to be friends. And I know because it's not easy for me, either. (edit) Nancy (As Mike continues to talk about Kay allowing Ralph to be unfaithful): Forget it, Honey. It's never gonna happen... Tell you what, for your 200th birthday you can have yourself a bicentennial grab-ass. (edit) Carol (to Dennis): You know, there IS something that's special about you. You're the last jerk I'm ever going to date. (edit)

Phil's Scheme: Phil and Kenny create a food, New York's Buffalo Wings. (edit) Ed says that, while he was in high school, he worked in Ralph Pizutti's fish store. He spent most of his time de-veining shrimp. (edit)

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