Hope: You come in here with your big fake boobs.
Faith: My boobs aren't... big.
Faith: You know, we had a name for those popular girls back then-- sluts!
Sydney: Weren't you popular?
Sydney: Can I get a boob job?
Hayley: You are a boob job!
Sydney: At least I have.
Hayley: Yeah, in your sock drawer.
Hayley: Hey, what happened to the curtains?
Faith: Oh, I got rid of them. And you're welcome.
Hope: I made those curtains!
Faith: Oh good. Then they weren't worth anything.
Faith: (crying) I'm a 28 year old has been.
Hope: You're 33!
Faith: Will you SHHH! Everyone knows an actress over 30 can't get arrested in Hollywood.
Faith: And yet you've managed. Twice.
Hope: Breakfast! (screams) BREAKFAST!
Hope: Honey, Faith borrowed your car; I hope you don't mind. (There's a car horn, and something crashes into the side of the house.)
Charley: (sarcastic) Why would I mind?
Josh Stamberg, Brie Larson and Slade Pearce were originally cast for the roles of Charley, Sydney and Justin. They were in the original pilot episode (taped on April 30, 2003), but were fired and replaced due to creative differences. The parts were recast with Ted McGinley, Nicole Paggi and Paul Litowsky and the episode was shot again on August 16, 2004.
Rather than being re-shot, one scene from the original pilot (in which Faith Ford's character visits a lingerie shop) was played for the studio audience via the television monitors. Despite this fact, Michelle Agnew (who played the saleswoman) was present for the curtain call.
In response to a studio audience member's question, director Gil Junger stated that the series (shot in New York) fictionally takes place in Ohio. This, however, is not mentioned in the episode.
Jansen Paniterre takes the role of Justin in this episode only.
Due to a blackout in NYC during production, the cast had to walk across the major New York bridges to get home to Manhattan.
Shot on April 30, followed by a reshoot on August 16. It would have been shot on August 15, but a blackout caused them to postpone.