This is the first time Cartman considers himself to be best friends with Kenny.
This is the first (and probably only time) that Kyle hugs Cartman, and vice versa.
At the beginning when the woman is in the operating room getting an abortion, she has a white blanket. But when she says the line "I'm sure it'll help others." the blanket turns the same color as her dress, then it changes back to white.
In this episode, every time Stan says the word "friend," he stutters.
RE:(1&2)Cartman probably tried to help Kenny, but when he found out that Kenny had died he needed something to do with all the fetuses and didn't want people to think that he was a wimp so he built the pizza place.
The flag when Cartman went to address Congress was backwards. The stars are supposed to be in the upper left, not the upper right when it is hung straight down.
When Cartman is sitting in his room, trying to sell the fetuses, you can see the door leading to the rest of the house right next to a window, through which you can see snowy mountains.
Principal: Hello, boys.
Stan: Wait, what's going on here?
Kyle: Alright look, we don't know for sure why Cartman is ditching school, but it has something to do with abortions.That's all we know.
Mr. Mackey: You didn't do anything wrong, boys; We just need to talk to you. Have a seat.
(Stan and Kyle sit down)
Mr. Mackey: Well boys, your little friend, Kenny, went to the hospital last night, m'kay? And well...he's pretty sick.
Kyle: Kenny's sick?
Stan: Well, how sick?
Chef: Children, Kenny has been diagnosed with a terminal disease.
Stan: But the doctor's are gonna make him better, right?
Sharon: Oh, dear.
Stan But mom, that's what hospitals are for, they can make him better.
Sharon: Oh, Randy.
Randy: They don't think so, Stanley. Your friend is terminally ill, and that means--well son...that means he's gonna be going to Heaven soon.
Kyle: Wait, Kenny's going to die?
Gerald: He might, Kyle.
Stan: But he's our f-f-friend.
Mr. Mackey: We know, and that's why he's going to need you boys to be strong for him, m'kay? He needs you now, more then ever.
Stan: No! This can't happen! Kenny can't die! Kenny can't die!
(Stan begins sobbing into his dad's shoulder)
Kyle: Alright, Cartman, what's so important that you had to pull us away from lighting cow crap on fire?
Cartman: Oh, you guys, you're not gonna believe it!
Cartman: Guess what I have, sitting in my backyard.
Kyle: A trampoline?
Stan: A boat?
Kenny: (muffled) A football machine?
Stan: Well, what, Cartman?
Cartman: Thirty-three aborted fetuses. (Stan,Kyle and Kenny look at him blankly) Oh yes.
Kyle: (closes his eyes) What?!
Cartman: Mint-condition, tax-free.
Stan: Cartman, what the hell are you doing with aborted fetuses?
Kyle: I'm leaving, right now.
Cartman: Well, I guess you don't watch the news, Kyle.
Kyle: You've never watched the news, fat-ass! What the hell does that have to do with anything?!
Cartman: Stem-cells, numb-nuts.
Kyle: Oh, and what do you know about stem-cells?
Kenny(muffled): What the f--k are stem-cells?
Kyle: They're cells that come from fetuses, and some research shows that they could be used to treat diseases.
Cartman: It's been proven, Jew! I saw it on 321 contact, and with all the research that's going on, stem-cells are worth three times their weight in gold. What I have in my backyard, is an aborted treasure chest.
Kyle: I hate you, so much.
Kyle: (Talking about Kenny) They say, he might die.
Cartman: Kenny… die?
Butters: (On the phone) You're breaking my balls. I said, you're breaking my balls, Mr. Thompson. My, my balls.
Cartman: (On the phone) Hello. Is this the University of Colorado Biology Department? …Great, uh I understand you're currently doing research on stem cells? Kewl, because I'm currently in possession of some aborted fetuses that I'm looking to unload? …Uh, how much do you pay? …No, no, come on, ah I got a guy who's gonna give me eighty dollars a pound right now. …How about a hundred? …Oh you're breaking my balls- I, I'll think about it.
Bosnod Medical Group? …Yeah, I called earlier about the stem cells and the fetuses? …Okay, hi Randy, yeah. …Oh yes, they've been kept in a cool temperature, yeah. …These are primo fetuses, Randy, I wouldn't jerk you around. …So what can your company give me for 'em? …Oh Randy, you're breaking my balls here. …You're breaking my balls, Randy.
(The next shot)
Oh please! Okay, you tell me where you can get aborted fetuses for seventy cents on the dollar? You tell me, Chuck? …Yeah, I didn't think so-You know, I'm just like the fetuses, Chuck. I wasn't born yesterday, either. Uh huh. …So are you gonna talk to me, or are we just gonna keep bull s******* each other? Breakin' my balls, Chuck.
(The next shot)
I gotta unload these fetuses, you wanna do some research. Are we talkin' here or what? You're breaking my balls. …I'm telling you, if you let this deal pass you by, you're making a fetal mistake. That's a joke …A hundred ten. …Alright, alright, we got a deal. …Good bye. (Cartman hangs up the phone) D***, I'm good.
Kyle: Stan, you can't leave!
Stan: (Talking about Kenny) I'm not the one who's leaving, he is!
Butters: (Butters touches the cow crap) Ew, it's all sticky.
Cartman: Doctor, can you tell me exactly how stem cells work?
Doctor: Well you have trillions of cells in your body, heart cells, skin cells, brain cells and so on. But before a cell is designated as a toenail cell, or a pancreas cell, it's what we call a stem cell. Sort of like a blank cell, do you understand?
Cartman: Not at all, but go on.
Butters: Hey fellas, hey fellas! Eric says you gotta come to his house right away.
Stan: Tell him we're busy.
Butters: Oh ah, well he knew you'd say that so he told me to tell you that you don't want to miss this.
Kyle: What? Did he lose 100 pounds?
(The boys laugh)
Butters: Yea, yea he knew you'd say that too so he said to say, uh "Up your ass Jew".
Liane: Sweetie, your friends are downstairs. They need to see you.
Cartman: Not now Mom, I've only unloaded three feti. I've gotta sell the rest before they spoil.
Cartman: Look, I put the stem cells from all the fetuses I had next to a Shakey's and they ARE replicating a new Shakey's! It worked!
Stan: This whole time you were just using Kenny's illness to lift the ban on stem cell research so you could sell your stupid fetuses?
Cartman: Stupid fetuses!? It's my own Shakey's!
Kyle: I actually hugged you. I held you in my arms and, and, cried with you.
Cartman: I think I only need a hundred or so more aborted babies and I can finish up the kitchen.
Kyle: AAAHHH! (Kyle attacks Cartman)
Stan: Hey, I wasn't Kenny's worst f-f-f-friend, Cartman was!
Cartman (on phone): Okay Gary. How about $90 a fetus?
Gary: How about $50 a fetus?
Cartman (on phone): Come on Gary. You are breaking my balls Gary! You are breaking my balls. How about $70? Okay, I'll call you back.
Cartman: Butters take over for now. Remember what I taught you.
Butters: Come on Jerry you are breaking…my balls. That's right. You heard me. You're breaking…my…balls.
Stan: Hey, Kenny!
(As Stan walks into the room, Kenny's bed is empty. Kyle walks up to him)
Kyle: He just... He just... stopped breathing. And it was over.
Stan: But... Did he say anything before he went?
Kyle: He just said... "Where's Stan?"
Stan: Hey Chef.
Chef: How's it going?
Chef: Yeah. Things have been better.
Stan: Why would God let Kenny die, Chef? Why? Kenny's my fr-f-f-friend.
Chef: Stan, sometimes God takes those closest to us.
Stan: But then, why does God give us anything to start with?
Chef: Well, look at it this way: if you want to make a baby cry, first you give it a lollipop.
Stan: I think I understand.
Nurse: Hey, look who's here.
Woman: Hello, Kenny, I'm Laura Jones.
Bob: We're with the Make-A-Wish Foundation.
Ms. McCormick: Oh, Kenny isn't that nice?
Kenny: The Make-A-Wish Foundation?
Laura: We travel the country giving special little boys and girls like you their biggest wish.
Kyle: Neat, huh Kenny?
Laura: So Kenny, if you could have ONE wish, what would it be?
Bob: What's your wish, pal?
Kenny: I guess the only thing I wish is to not die.
Laura: What did he say?
Kyle: He said his wish is not to die.
Laura: …Okay, and, what if you're gonna have two wishes. What would the second one be?
Bob: I know! I bet you wanna meet Madonna, huh?
(Kenny says something)
Bob: W-what was that?
Kyle: He said Madonna is an old anorexic whore, who wore out her welcome years ago, and that now she suddenly speaks with a British accent, she thinks she can play guitar and she should go f*** herself.
Madonna: Should I come in now?
Bob: Uh, no not quite yet.
The song Cartman sings before finding the aborted fetuses is called "Morning Train," originally recorded by Sheena Easton.
The song that Cartman sings in front of Congress is "Heat of the Moment" by Asia.
Alternate title: Cartman Testifies Before Congress
This is the first time Cartman uses the phrase "You're breaking my balls."
Matt and Trey wanted to kill off one of the boys and replace him with Butters.
Matt and Trey's first idea was to kill off Kyle since Kyle and Stan were similar characters. They then decided to just kill off Kenny because they were tired of thinking of ways to kill him in every episode.
This is the first episode where Kenny dies and actually stays dead through almost all of the following season.
This is also the first episode where Stan, Kyle, and Cartman actually give a damn that Kenny's dying.
Stem Research Ban
The episode seems to be loosely based on the ban on federal funding for embryonic stem research lines developed after August 9th, 2001. The ban was placed by President Bush.
Cartman: I love Kenny McCormick, and I want you to love him too.
This refers to the 1971 film Brian's Song when Gale Sayers is making a speech on his friend Brian Piccolo's behalf.
The Benny Hill Show:
At the beginning of the episode, when the woman is at the clinic, the TV in the background (where the laughter is coming from) appears to be showing Benny Hill. He's slapping an old bald guy on the head, which was a frequent gag on The Benny Hill Show.