Writer:	Barbie Kligman
Director:	Nick Marck
Star:	Tessa Thompson (Nikki Barnes (Episode 2+)),  Taylor Handley (Johnny Miller),  Sharon Lawrence (Tess Wiatt),  Michael Cassidy (VI) (Cliff Wiatt),  Gail O'Grady (Karen Hardy),  Ellary Porterfield (Liza Witter),  D.W. Moffett (Bob Hardy),  Amber Heard (Greta Matthews)
Recurring Role:	Valerie Cruz (Maria Nolan),  Leslie Jordan (Jesse Jo)
Guest Star:	J.R. Cacia (Travis Dean)

International Airdates:
- Denmark: June 21, 2008 on TV3 (edit) This is the first episode to feature recurring character, Maria Nolan (Valerie Cruz). (edit) Featured Music:
"Strange World" by Highbench
Johnny & Liza in her garage
"Bigger Than Life" by Josh Fields
Nikki visits Jessie Jo.
"Steal the Air" by Josh Fields
Mrs. Nolan visits with Tess
"Devil In A Midnight Mass" by Billy Talent
Car drive with Nikki & Cliff
"Stars and Boulevards" by Augustana
Cliff & Nikki Make-out scene in the desert.
"Boston" by Augustana
Nikki comes to Jessie Jo for help. (edit)

Liza: It's not what you think!
Johnny: So you're telling me you didn't send me IMs from a dead guy?
Liza: Eddie was murdered Johnny. And I know they did it. I saw them.
Johnny: Who did you see? Who did you see Liza?
Liza: Cliff and Greta. (edit) Travis: I thought you were going around the block.
Cliff: Oh, I guess I lost track of time. A car like that it's easy to do. But I was really careful. (edit) (To Greta)
Johnny: The past is exactly that. It doesn't change the way I feel about you. (edit) Greta: I'm tired of the lies Cliff. I can't do this anymore. I won't. (edit) Mrs. Nolan: Tessy. We've known each other for years. Our boys are - were best friends. You don't have to censor yourself around me, I won't break. (edit)

Johnny learns that Liza is 08NOVA. (edit) In the final scene where Johnny is talking with Liza and Johnny notices her sweater in the mirror, it's messed up. The writing on the sweater when reflected off the mirror should be in mirror image. It was not and Johnny was able to read it just fine (edit) Goof: When Cliff demolishes Travis' car, he breaks both left-side front lights. When Travis looks for his car later, only one of the two lights is broken. (edit)

The episode title What Liza Beneath is based on the thriller "What Lies Beneath," starring Harrison Ford. (edit)