Writer:	Mark Schwahn
Director:	Les Butler
Star:	Paul Johansson (Daniel "Dan" Scott),  Barbara Alyn Woods (Deborah "Deb" Lee-Scott),  Moira Kelly (Karen Roe),  Barry Corbin (Coach "Whitey" Durham),  Antwon Tanner (Antwon “Skills” Taylor),  Sophia Bush (Brooke Davis),  Lee Norris (Marvin "Mouth" McFadden),  James Lafferty (Nathan Scott),  Hilarie Burton (Peyton Sawyer),  Danneel Harris (Rachel Gatina),  Bethany Joy Galeotti (Haley James-Scott),  Chad Michael Murray (Lucas Scott)
Recurring Role:	Bevin Prince (Bevin Mirskey),  Elisabeth Harnois (Shelly Simon),  Amber Wallace (Glenda Farrell),  Stephen Colletti (Chase Adams)
Guest Star:	Kassie Hight (Student),  John Kapelos (Teacher),  Barbara Weetman (Glenda's Mom)

In 'Tired Eyes, Tired Minds, Tired Souls, We Slept,' Glenda's mom is played by someone else and seems really worried about her daughter. In this episode Glenda states that she is an awful mother who makes fun of her because she isn't popular. (edit) In the scene where Bevin and Rachel are in the boys bathroom the guy standing next to Bevin is Hilarie Burton's younger brother Billy. (edit) Barry Corbin (Coach Brian "Whitey" Durham), Paul Johansson (Daniel "Dan" Robert Scott), Barbara Alyn Woods (Deborah "Deb" Helen Lee (formerly Scott) and Moira Kelly (Karen Roe) don't appear in this episode, although they are featured in the opening credits. (edit) International air dates:
This episode aired in Italy on Thursday 8th November 2007.
This episode aired in Latin America on Sunday 18th November 2007.
This episode aired in Greece on Saturday 2nd February 2008 (Star Channel).
This episode aired in Australia on Sunday 15th June 2008. (edit) In its original airing the opening theme was not played. (edit)

Peyton: So I guess I was right about the partial nudity thing. Boys lockroom?
Nathan: Just following the assignment.
Peyton: Ok.
Nathan: You see this? The summer I decided to really dedicate myself to basketball, my dad said I was way too skinny to ever be a great player. He said I wasn't tough enough, that I wasn't strong enough. So to prove him wrong, I spent every single day in this training room. It was like a thousand degrees in it, but I wasn't gonna let him be right.
Peyton: Anger's motivation.
Nathan: Anger and inspiration. Everytime I benched another ten pounds, I scratched two letters, under the plate.
Peyton: What does it say? PS?
Nathan: It was the same summer we started dating. We were pretty good together weren't we?
Peyton: Gimme your hand. Ok, I want you to feel this.
Nathan: Geez what happened?
Peyton: I broke that knuckle punching something after we'd broken up for like the twentieth time! We were horrible together!
Nathan: Yeah, I know, I was kinda hoping you forgot.
Peyton: No. (edit) Glenda: So I've been thinking about your manuscript. You need to give it to someone who won't go easy with you, someone who's gonna tell you the truth...
Lucas: Someone like you?
Glenda: I haven't actually been that truthful, I mean not about school. The truth is I'm gonna miss this place. And it's all my fault. I just wish I would have tried harder, and I just didn't wanna look like an idiot.
Lucas: I think everybody feels that way sometimes. You know like people don't see them for who they really are. It's not just you.
Glenda: You would have made a great goth you know? A little tortured, a bit of a loner, but kind. (edit) Lucas: (immitating Gollum) My precious.
Glenda: You do a really good Elmo. (edit) Haley: Okay, pregnant girl on the roof.
(Skills laughs)
Skills: Come on now man, we had a deal, no early deliveries.
(Haley laughs)
Haley: Alright.
Skills: Now, check it out. You're gonna love this view. It's the shiznit.
Haley: Wow. This view really is the shiznit.
Skills: (pointing into the distance) You see that factory way out there? My pops been working there since he graduated Tree Hill. Six days a week on second shift... So we supposed to tell each other something personal, right?
Haley: Yeah.
Skills: Okay, well here's mine. There's a job waiting on me in that place if I don't get a scholarship to college.
Haley: That's not going to happen, Skills... I can feel it.
Skills: I'm glad you're so sure.
Haley: (giggles) No, the baby's kicking! I can feel it-Here.
(Skills reaches over to feel the kicking)
(Both of them laugh)
Skills: It's like a step show. (laughs)
Haley: Something personal, right?
Skills: Yeah. (edit) Brooke: Will you just listen to me?
Chase: What? You accidently forgot to tell me that you were failing calculus when you started tutoring me, in calculus. How did you get that "A" I saw on your test anyways?
Brooke: It's complicated. Trust me.
Chase: Trust you? I already did that. And now I find out that my tutor is doing worse in calculus than I am.
Brooke: It's a long story, okay?
Chase: Well, don't tell me another story, Brooke. Tell me the truth. Or is that even possible for you to do?
Brooke: Okay. Come on.
(They start to walk down the hallway together.) (edit)

At 6:28, someone tosses Nathan his hat, yet a second later, when the shot is from behind him, his hat is tossed to him again. (edit) When the class draws names to partner up, Haley is holding Nathan's hat when she says she has Skills. When the camera then shows Lucas, you can see Nathan has his hat on his head. The camera then moves to the back of the class, and when the teacher starts talking again, you can see that Haley is wearing Nathan's hat, not Nathan. (edit) The Pairs for the class assignment were:

Mouth & Shelly
Haley & Skills
Rachel & Bevin
Lucas & Glenda
Brooke & Chase
Nathan & Peyton (edit) This is the list of activities each partner has to do for their assignment before they take their photo for the yearbook:

1. Share something personal with your partner.

2. Lighten up. Do an impression of a celebrity or a famous character.

3. Admit something that worries you, or something you are afraid of.

4. What do you want to be in ten years?

5. Tell your partner some secret. (edit) In this episode, Peyton tells Nathan that she can't whistle. But in episode 2.03 when she gave Haley the drink, she whistled just fine. (edit)

All of the characters did impressions of famous people or characters. Mouth impersonated Dick Vitale, a sports announcer, Haley impersonated Ashley Olsen, Joey from Dawson's Creek and Al Pacino, Brooke impersonated Marilyn Monroe, Lucas impersonated Gollum from The Lord of the Rings and Captain Jack Sparrow from The Pirates of the Carribean, and Peyton and Nathan did impressions of characters from the 2006 movie Borat. (edit) Haley: (In raw voice, with accent, holding her crutch up as a gun) Say hello to my little friend.

This is a quote from the movie Scarface (1983), said by Al Pacino when he comes out with a machine-gun. (edit) Brooke: (singing in sexy voice) Happy Birthday Mr. President, happy birthday to you.

This is a song by Marilyn Monroe, sung for JFK at Madison Square garden. (edit) Haley: (impersonating Katie Holmes) I'm sorry Dawson, I just... I love Pacey.

This is a fragment from another drama series Dawson's Creek. Joey is telling Dawson, her ex-boyfriend, that she loves his best friend Pacey. The way Haley put her hair behind her ears and bows her head is also a Joey Potter-trademark. (edit) Nathan: (funny voice) I like you. Do you like me?
Peyton: (male funny voice) I like sexy-time explosion.

These are quotes from the movie Borat (2006), starring Sacha Baron Cohen as Borat. (edit)