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Voice of Stan Marsh; Eric Theodore Cartman; Herbert Garrison; Officer Barbrady; Terrance; Timmy; Ned Gerblanski; Satan; Randy Ma
Voice of Kyle Broflovski; Kenny McKormick; Gerald Broflovski; Pip Pirrup; Jesus; Jimbo Kearn; Phillip; Saddam; Various Others
Voice of Jerome "Chef" McElroy
Voice of Mayor McDaniels; Liane Cartman; Mrs. McKormick; Wendy Testaburger; Shelly Marsh; Sharon Marsh; Various Others
Voice of Sheila Broflovski; Linda Stotch; Various Others
Voice of Token Williams
Voice of Towelie
When Luigi is chosen by the boys to move on to the next heat, Damien can seen next to him, holding a rose. However, Damien's name was not called out.
Butters supervillain alter-ego, Professor Chaos, is originally based on Marvel Comics villain Dr. Doom.
At the end, Cartman says there are 4 friends to pick from, but there are actually 5.
During the first New-Friend elimination, the kid sitting to the right of Luigi is Damien, the son of Satan from the season 1 episode of the same name.
In the Classroom scene, look closely when we see the shot of the kids, Butters isn't there, but later after Ms Choksondick entied the classroom he is there, BUT keep well focusing in the same shot and you'll notice Kyle isn't in his seat, but when we see the kids searching for the chalkboard eraser he is in his seat, Maybe the animators completely messed up the whole scene.
Cartman says there were 20 kids selected to replace Kenny. There were actually 21.
Announcer: Will Professor Chaos' latest plot succeed and be the final undoing of Earth? And which boy has been chosen as the replacement for Kenny? And which of these South Park residents (Chef, Mr. Garrison, Jimbo, Officer Barbrady, Ms. Choksondik, and Mayor McDaniels are pictured) was killed and will never be seen again? The answer will come... right now! No. Tweek. Ms. Choksondik.
Dog Poo: I think I deserve to take Kenny's place the most because I've been hanging around these guys for like 5 years and I never get to say or do anything.
(the boys discuss possible fourth friends)
Stan: How about Token?
Cartman: Token's a smartass.
Kyle: So? You're a smartass!
Cartman: Yeah. Do we really need another one?
Kyle: Good point.
Cartman: All right, everyone, the time has come for us to narrow the list down from ten to six. But first, let us just say that the people who we didn't pick were only not picked because they totally sucked balls.
Cartman: I'm afraid we're gonna have to let you go, as our friend. You're just too…
Cartman: Lame, yes.
Butters: The world isn't fair. I do everything people ask me to. I stand in the lunch line for them, I buy tampons at the store for them, I go on Maury Povich with balls on my chin for them. And yet, nobody accepts me. I am an outcast. A shadow of a man who can find no companionship. No love from others. Fine! If I am to be an outcast, so be it! I'm through doin' what others tell me to do, and I am sick of this world and the stin-, and the stinky people in it! From now on I will dedicate my life to bringing chaos to the world that has rejected me! I will become the greatest supervillain the world has ever seen! Where I go, destruction will follow!
Cartman: All right, those with roses will move on to the swimsuit and talent competition. The rest of you, get the fudge out!
Clyde: This whole thing is stupid! You don't pick people you wanna be with by making it into a game!
Cartman: Ooh, somebody's a sore loser! Clyde, I believe I said, "get the fudge out!" Which means, kiss my fudgin' ass, go fudge yourself, fudge ya, get the fudge out, Clyde!
Timmy said a new word in this episode even though, he says it with the others when asked what is 1x5, Timmy said 5 along with the rest of the class.
When Butters laments the things he's been forced to do by the others, he mentions going on Maury Povitvch with testicles on his chin, referring to the events of "Freak Strike".
This is possibly one of Pip's last main appearance in any episode. From the next episode "The Simpsons Did It" onwards, he is just a background character.
First appearance of Professor Chaos, Butters' evil alter ego.
The dirty scruffy looking kid who has been in the children's class since the beginning of series, his name was finally revealed to be Dog Poo.
Loogie from "Tooth Fairy TATS 2000" returns in this episode as Luigi.
When the boys take the potential friends out, the background music heavily resembles the theme song from the popular sitcom Friends.
Marvel Comics Influence:
"Professor Chaos" is a mixture of Magneto and Dr.Doom. Both are famous villains from comic books and "Professor Chaos" is obviously a reference to the name "Dr. Doom". Butters wears the mask of Magneto and has the cape of Doom.
Cartman: The time has come to narrow the list down from ten to six. But first let us just say that the people who we didn't pick were only not picked because they totally suck balls.
The whole thing about roses and choosing people to eliminate is reminiscent of all the reality shows such as "The Bachelor" & "Joe Millionare" that were really popular around this time.
Stairway to Heaven:
Towelie at the talent show was attempting the first part of "Stairway to Heaven" by Led Zeppelin.
He only ever managed this far in the tab:
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