The list in that Lionel makes for the ranking of the class in the beginning are as follows:
In this episode (on the original airing only), Lois mentions to Francis, "you've been nothing but a problem since the day you were born." However, that same line (exactly the way she said it) was used in the episode "Hal's Birthday."
Mr. Herkabe refers to Malcolm as number 1 to the 11th when he is at the top of the class, but the number 1 raised to any power is still one.
(To Malcolm in class)
Mr. Herkabe: What's this?
Malcolm: A study of irrigation techniques of pre-roman society and how they led to the advanced meaning of western civilization.
Lloyd: I thought we were just studying Mesopotamian farming techniques.
Mr. Herkabe: We were.
Malcolm: I just saw it as a jumping off point. I see how their influences spread through the Egyptians, the Carthaginians, basically through the whole ancient world. I think you'd be very happy with this paper.
(Malcolm looks back at his friends. They stare back in jealousy)
(Lois and Francis argue)
Lois: I treated YOU?! We made sacrifice after sacrifice for you and you caused us nothing but pain!
Francis: You want pain? I've got your scars, baby. Three and a half years in that horrible school!
Lois: We went without for that school!
Francis: Maybe I should thank you! Thank you, Mother, for making my life a LIVING HELL!
Lois: Living hell?! You've been nothing but a problem since the day you were born!
Francis: It's over, lady, because I'M OUTTA HERE!
Mr. Herkabe: (picks up a paper coffee cup) Who's Dabney?
Dabney: That's me, sir! (stands up) I got the liberty of ordering you a decaf soy latte.
Mr. Herkabe: Let me guess. Emotionally needy, closet bed-wetter, you get no affection at home, so you'll be seeking it from me. Look elsewhere, son.
(all the Krelboynes are looking at some information about Mr. Herkabe)
Lloyd: Notice anything?
Stevie: He was a Krelboyne.
Kevin: We won't have to talk down to him.
Dabney: Finally! Someone who knows our pain!
Dabney: (being attacked by a new bully) Hi, Reese. This is Gus. He's in the lead to replace you as a school bully. He used a wedgie that will knock your socks off. I'm not saying this because he's got me in a headlock.
Reese: If you grab your wrist and steady your fingers, you'll get better leverage.
Lloyd: (to Gus) You listen to him. He's the man.
Reese: Hello, babies. How's baby school, babies?
Malcolm: Didn't high school start a half-hour ago?
Reese: Hey, if I'm on time today, they're gonna expect it everyday.
Spangler: As a thanks, I want you to have this. (shows Francis a sword, Francis picks it up) Now, normally these are reserved for cadets who have distinguished themselves or have parents who donated a building. But you left your mark here in your own way. So, what the heck.
Francis: (draws the sword) Wow, sir, this is great.
Spangler: Farewell, cadet.
Francis: Thank you so much! (plays with the sword)
Spangler: Careful! That's razor...
(Francis draws the sword to Spangler's hand cutting it off, which is off-screen; later we see Spangler typing on a typewriter until he lifts up his other injured hand and sighs)
Hal: Alright, fine. I have lost a son, but gained a baby.
Mr. Herkabe: Where are you going, number 3?
Lloyd: It's hot, it's hot, and I'm STUPID!!!
Kevin: I'm stupid, too!
(the whole entire class, with the exception of Malcolm and Herkabe, runs outside and act stupid as some of the guys strip and scream)
Malcolm: (to Herkabe) You were right; you can't beat the system, but you sure can break it!
(passing through Malcolm)
Dabney: I tried, my hand wouldn't let me.
Stevie: I regret... (takes deep breath) nothing...
Mr. Herkabe: (hands over the test to Malcolm who got an F on purpose) I am very disappointed in you. (gets up to the whole class) Eveyone else, well done!
(Malcolm looks around and sees the class wondering around as they look at the ceiling, Malcolm has been betrayed)
Malcolm: What does being number one get you?
Mr. Herkabe: Nothing. Just the satisfaction of knowing that you are number one, and that you (points to Kevin) are not number one.
Dewey: Someday when you come back, you're unemployed and have no place to live, you can come stay at my castle.
Reese: I said 'I'm sorry.'
Lois: Oh, I've heard 'sorry' before.
Reese: I don't think so.
Mr. Herkabe: Yes, number 5.
Dabney: It's Dabney, sir.
Mr. Herkabe: I know, what is it, number 5?
Dabney: I forgot.
Woman Taxi Driver: Are you sure your parents won't be mad?
Francis: No. They've had a couple of days to think it over. I think they'll be okay.
(Hal grunts and runs out of the house and chases Francis; Francis runs and screams)
(after Francis and Hal have a fight; walking home)
Francis: Sorry, I use the castrates.
Hal: Don't worry, what have I always told you?
Francis: Testicles are valid.
This episode starts the recurring role of two characters Lionel Herkabe (Chris Eigeman), to replace Caroline and Kevin (Victor Z. Isaac), who replaces Eraserhead.
Song info (Driving on the Flat): "Don't Sleep in the Subway" by Petula Clark.
Spangler's last appearance as a recurring role. Although we see him in a later season three episode, "Dewey's Dog," which makes that his final appearance.
Cold Open: Commadant Spangler gives Francis his farewell gift of a sword, which he accidentally cuts off Spangler's remaining hands with, leaving him with two hook hands.
"Pump It Up" by Elvis Costello
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