Writer:	Stacy Rukeyser
Director:	Janice Cooke-Leonard
Star:	Craig Sheffer (Keith Scott),  Barbara Alyn Woods (Deborah "Deb" Scott),  Paul Johansson (Daniel "Dan" Scott),  Sophia Bush (Brooke Davis),  Bethany Joy Galeotti (Haley James-Scott),  Chad Michael Murray (Lucas Scott),  Hilarie Burton (Peyton Sawyer),  James Lafferty (Nathan Scott),  Lee Norris (Marvin "Mouth" McFadden),  Moira Kelly (Karen Roe)
Recurring Role:	Sheryl Lee (Elizabeth "Ellie" Harp),  Danneel Harris (Rachel Gatina),  Kevin Kilner (Larry Sawyer),  Tyler Hilton (Chris Keller)
Guest Star:	Jody Quaranta (Customer),  Mark Joy (Mayor Mullins),  Johanna Jowett (Store Manager)

Mark Schwahn and Danneel Harris introduce the additional scene for this episode featured on the season 3 DVD set.

It is a scene between Nathan and Peyton talking about Haley and other things. (edit) Barry Corbin (Coach "Whitey" Durham) and Craig Sheffer (Keith Scott) don't appear in this episode, although they are featured in the opening credits. (edit) This is the first episode in which we see the new character, Rachel, played by Danneel Harris. (edit) Music featured in this episode:
"Invincible" - Ok Go, Oh No
"Girls Girls Girls" - Motley Crue
"Empty Room" - Marjorie Fair
"Dance, Dance" - Fall Out Boy
"If I Handle You with Care" - Trembling Blue Stars
"Trondheim" - Tom Freund
"More of the Shame" - Buddy
"Bombs Away" - Paris Texas
"She's a Sexy Thing" - Andromeda
"Wanna Move You" - by Erica C.
"Disco Inferno" -The Trammps
"In Your Head" - by Rob Grad (edit) Fall Out Boy appears in this episode and performs at Tric. (edit)

Lucas: Hey (Shutting the door) I wanted to make sure you were ok I saw you… take the plunge and-
Haley: Nathan kissed me.
Lucas: What?
Haley: I didn't even know what was happening. It just, it happened and then he was gone.
Lucas: Did you go after him?
Haley: No. It was just so romantic and perfect and I just wanted to come right home and not mess it up, you know?
Lucas: Well, then I guess you're OK.
Haley: Yeah. It was like… a totally out-of-body experience for me.
Lucas: Then, maybe I should get Nathan to kiss me.
Haley: Oh, shut up (Slaps him on the arm)
(Lucas laughs)
Lucas: Alright, then, uh… I'm gonna head home.
Haley: OK.
Lucas: Thanks for the costume advice. Remind me to never have you spy for me.
Haley: I'm sorry. (edit) Haley: Hi
Nathan: Nice costume.
Haley: Do you like it?
Nathan: Not really. I mean, it's just not… really you.
Haley: Yeah. I… Brooke thought I could I just wanted you to… want me again. I… (Looks down and shakes her head)
Nathan: That's not the problem, Haley. Trust me
(She looks up at him)
Nathan: I mean… the sexy makeover's not gonna fix us, right?
Haley: Yeah, you're right. I mean, I… I look ridiculous, don't I?
Nathan: Haley, no
Haley: (Shakes her head) I'm sorry. (runs off) (edit) Dan: (to Deb) You stick around for the next two months... I'll leave him alone. I could turn him against you, Deb. But if you stay, with me, I'll back off. For as long as you like. Who knows... after sixty days, you may fall in love with me again. (edit) Larry: Hey, knock-knock. I'm making lunch. You hungry?
Peyton: Not really.
Larry: Come on. I've seen enough after school specials to know that you gotta eat.
Peyton: I know. I will. I just… not right now.
Larry: OK. What're you going as?
Peyton: An angel. Brooke's gonna be the Devil.
Larry: Oh, imagine that.
Peyton: I'm just… not really feeling it.
Peyton: Alright, well, if you get hungry, let me know.
Peyton: Hey, um, look, I know, alright, about Ellie.
Larry: What?
Peyton: The breast cancer. Did you think like I could handle it or... because if you were keeping it from me then...
Larry: I wasn't.
Peyton: I...
Larry: I wasn't. I didn't know.
Peyton: Oh. Well, now you do.
Larry: I'm sorry.
Peyton: No. Guess my moms are just dropping like flies, huh? (edit) Lady: Interesting, but the devil doesn't have feathers.
Brooke: What is with you people? So she's a feathery devil. (edit)

Goof: Peyton reveals to Larry that she knows about Ellie's breast cancer (she found out from Lucas). However, in previous episodes, Ellie doesn't tell Lucas what kind of cancer she has. (edit) Halloween costumes:
Peyton-Angel of Death
Brooke-The Devil
Nathan-Batman
Haley-Sandy from Grease
Lucas-Tommy Lee
Karen-Policewoman
Mouth-John Travolta
Rachel-Pamela Anderson
Chris-Batman (edit) Haley finds out that Lucas has HCM, the genetic heart condition he told everyone he tested negative for. (edit) Dan decides to run for mayor. (edit) Ellie tells Peyton that she can't draw, that she didn't get her artistic abilities from her, however at the end of the episode we see Ellie doing a drawing of Peyton as the Angel of Death. (edit)

Grease:
Haley is dressed as Sandy from the last scenes of Grease. She's upset about her costume, which Brooke dressed her up as to win Nathan back.

Grease is a movie from the 1978. Sandy and Danny love each other but are very different people in their high school. Danny wants to keep his reputation as a badboy so Sandy changes herself for him. (edit) The OC:
Lucas is talking to Haley about Brooke picking up a "California thing in the OC".

The OC is a FOX show, which some compare to One Tree Hill. It starts off with a boy from the wrong side of the tracks who ends up living with the Cohens, a rich family, who live in the OC.(Orange County, California) (edit) Episode Title: An Attempt To Tip The Scales

An Attempt To Tip The Scales is a song by Bright Eyes off the record, Fevers & Mirrors. (edit)