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In this episode, we learn that everyone has lost their virginity except for Clay. We learn that Ashley has slept with a girl before, and that Spencer didn't really enjoy her first time. We also learn that Aiden's first time was with a 25-year-old woman. And that Glen can't necessarily remember who his first time was with. Mr. and Mrs. Carlin's first time was in car together, which was how Glen was conceived.
During Ashley's filming of her first time with a girl, you can see an Instant Star picture of Tim Rozon, Alexz Johnson, and Kris Turner from season 1. Instant Star and South Of Nowhere are filmed by the same company, Epitome.
In the beginning of the episode Ashley tells Spencer that she had already made her entry for the video; but later on in the episode we see Ashley making the entry. But this time about first time with girl
It is day time when Spencer and Ashley are looking at Ashley's naked picture and plot to get back at Madison, yet when it pans back to Clay and his date, it is night time.
Glen: Sandy Zine, beautiful, blonde. Oh, no, she wasn't my first. I knew Tyler Emerson before I knew her... Wow, that was a good night. We were by the lake. Oh, no, no, no. Wait, wait, wait...
Ashley: Dude, do not even tell me that you do not remember your first time.
Glen: I've been active, okay? Give me a minute.
Ashley: I'm so glad that I don't have to deal with guys like you anymore.
Ashley: Okay, Clay, let's hear it. First time? Go.
Spencer: Oh God, come one, I can't hear my brother do this.
Clay: There's nothing to hear.
Glen: Hey man it's cool. You know, most times aren't that spectacular anyways. I mean, except mine. I was great...
Ashley: Guess what. Not about you right now. Okay, come on, Clay, give it up.
Clay: It hasn't happened yet. I'm a virgin.
Spencer: (talking about the picture of naked Ashley) I was trying to find a good time to tell you about that.
Ashley: Okay. How about the minute you found out?
Glen: And the shirt, it says, you know, "I'm happy not getting any".
Clay: Oh, is that what it says?
Glen: What you need is like, "You know I'm cool and relax, and if you're not with me, somebody else will be".
Clay: A shirt can say all that?
Spencer: Hey, look at it this way. Someone's gonna show your naked body to an entire school, at least they'd picked a hot photo.
Ashley: Why, Spencer Carlin, I think that was a compliment.
Spencer: Why, you're very welcome. So why all the glitter make up?
Ashley: Why not? Adds a certain flash, don't you think?
Spencer: Definitely a touch of class.
Ashley: You do know that's not me, right? I mean, it's my face, but not my butt.
Spencer: Ok, that's your story and I'm happy to stick to it.
Ashley: My first time with a girl was amazing. My date, a guy, left and took off with some other girl. And just left me completely stranded. And this girl who had worked the door and offered me a ride... Maggie. We ended up at her place over in Beachwood Canyon. I thought it was just gonna be an experiment. And it was that moment between knowing what she wanted and feeling safe enough to go there. She made it gentle, sweet, hot, fun and... just sensual. I hope I can do that for someone else someday.
Spencer: (on the tape about her first time) He was cute, and I thought I was in love. I mean, aren't you supposed to be if you go all the way? Anyway, his family had horses, and they lived in this really cool farm. So we went to the barn, and we were excited because we were both virgins. And we knew it's gonna be some incredible experience. I mean, it had to be, otherwise why would everyone be so obsessed with it, right? Well, it wasn't incredible. Not even fun. It was over almost before it began. And I cried. I don't know if I was happy, or sad, or... just relieved. But I cried. I wish I could have a new first time. With someone I really do love. Who gets me. Maybe I will.
Spencer: I told you, people don't want things like that on tape. I mean, it might get in the wrong hands.
Ashley: Okay, only if you're totally lame. I'm not Paris. And you, guys, do know that by denying me of my artistic expression, you could send me down a path of self destruction.
Aiden: You survived it before, you'll do it again.
Ashley: Okay, see, this is why having history with people can have its drawbacks.
Ashley: Ohhh! Family role playing. I did that with my parents in therapy. It didn't help.
Glen: Check your pockets. I slipped you some raincoats - 'cause I'm predicting *thunderstorms* for you, man!
Clay: That's it? The woman of my dreams can be described in what… three sentences?
Chelsea: Okay, hold on. I'm working on trying to become the woman of my dreams.
Madison: Ashley? Nude nude?
Glen: Yea. You could see everything!
Madison: How long were you staring at it?
Glen: Uh, very, briefly.
Madison: That girl's a freak.
Ashley: Now, tell us about your first time having sex?
(Madison is disgusted)
Ashley: It was that long ago that you can't remember?
(Sherry starts laughing. Madison gets annoyed)
Spencer: Maybe you wanna try a more subtle approach?
Aiden: Like asking them privately.
Spencer: No, no way. On tape. Not gonna happen.
"The Best Things" by Jaded Era
"Magic Stick" by Lauren Hoffman
"If I Could" by Sara Leib
Ashley: Okay. Only if you're totally lame. I'm not Paris.
This is a reference to Paris Hilton and her infamous sex tape.
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