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In the middle of Caleb and Kirsten's conversation, Caleb tells her to think of her kids. This is the first time that Caleb references Ryan as being part of the family.
This is the second time that Alan Dale has died of a heart attack on TV. The first was in 1993, when he played Jim Robinson on Neighbours.
Trey asks for two Seven and Sevens at the bar. That is the drink that Ryan asked for from the open bar in the first episode (neither time did he actually get his drink). His mother also asked for one in "The Gamble".
Goof: Julie attempts to poison Caleb by opening up his Ambien sleeping pill capsules and pouring the contents into his margarita. The prescription sleep aid Ambien is only available in tablet form.
Alan Dale (Caleb Nichol) dies at the end of this episode. He is the second person to die on the OC the first being Max Bloom
In this episode we learn that Kirsten's mother was also a heavy drinker, and that her sister Hailey left home at 17.
In this episode we learn that Ryan wrote Theresa letters which apparently she didn't answer, and that she gave birth to a baby boy who she is raising herself. Theresa still doesn't reveal if the father of her baby is Ryan or Eddie.
The Mermaid with which you are supposed to have your picture taken at the Under the Sea prom, is the same mermaid which prides the sign of the motel where Theresa stays, and Luke and Julie "meet" up in episode 20 "The Telenovela."
Goof: Marissa's plate moves when Ryan is talking to her.
Goof: When Ryan and Teresa are walking, Teresa clearly walks past the same car twice!
Goof: The same guy walks by Seth and Zach talking in the halls about five times. Unless he was pacing back and forth, that wouldn't work because they were standing still.
Goof: When Zach and Seth are sitting down (in that diner place) with Reed, the same people are seen walking back and forwards several times. A woman in a dark peach coloured dress, a larger woman in a white top and black shorts are amongst a few of these recurrings passersby.
Seth (refering to Summer): She's the queen, and I love her. And I guess that makes me king.
Trey: Why do you assume that it's my fault?
Ryan: Cause it always is.
Kirsten: Why do you think Mom drank the way she did? Why do you think Hailey left the house at 17? If this family is screwed up, it's because of you!
Caleb: I gave you everything you ever wanted!
Kirsten: I may like my chardonnay, but I am not going to die alone, and that's more than I can say for you!
Zach: I saw your face when I got out of the limo.
Summer: And I saw yours. You want to be there, talking about your comic book with Reed. Look, my prom fantasy, it didn't quite happen. But you've been dreaming about this comic book your whole life. This is your shot. You should go.
Zach: I can't abandon you.
Summer: I did it to you.
Zach: Good point.
Sandy (getting off the phone with Julie): It's about your father.
Kirsten: What is it? He's all right, isn't he?
Sandy: He's dead.
Kirsten: You're sending me to rehab?
Sandy: I'm asking you to get help. Nobody needs to know. We can say you're taking a trip.
Kirsten: In this town, a trip is always rehab.
Ryan: Sorry I missed prom.
Marissa: You're just in time.
Caleb: I had an argument with Kirsten, our worst yet. I just can't stop thinking about it.
Julie: Oh. Well, I'm just thinking outside the box here, but you could apologize.
Summer: Coop, did I miss something? Because for like a blip you guys actually seemed happy.
Marissa: It's complicated.
Summer: It's you and Ryan, it's supposed to be.
Sandy (reading Julie's prenup): Well it says here if you and Caleb have been married for a year, you get $3 million at least. If you have been married for less than a year, you get…nothing.
Julie: Eleven months, 27 days. Why do you think he's in such a rush to divorce me?
Summer(about prom): So, it's an underwater theme?
Marissa: Yeah, but it turns out that's a lot more work than I thought. Do you have any idea how to make a papier-mâché octopus?
Summer: No, but maybe Ryan could bring you one instead of a corsage.
Seth: Under the circumstances, I'll lift my parental ban on my DVD collection.
Sandy: What an honor.
Seth: It is. You can watch anything you want. House of Flying Daggers, Evil Dead 2. If you must, X-Men 1 and 2, but you gotta do 1 first, that's sort of the catch…
Ryan: I kind of like 1.
Seth: No, 2's better.
Ryan: I don't see Summer buying into the whole prom thing.
Seth: You're wrong about that. Summer's been fantasying about prom since fifth grade.
Ryan: How do you know that?
Seth: Sat behind her and Marissa in computer class. Really honed my eavesdropping skills that year.
Teresa: Let me guess. Trey got into trouble.
Ryan: He hooked up with Marissa. Trey says she came on to him, she says nothing happened. I don't know who to believe.
Teresa: I do. Ryan, Trey has been jerking you around your entire life. I mean, and Marissa –
Ryan: Has made mistakes.
Teresa: She would never hurt you like that.
Ryan: How do you know?
Teresa: 'Cause last year, when I needed you, you know, she… she let you go. Even though it broke her heart.
Ryan: I don't really think I'm in the mood to go to prom.
Seth: You have to go. And look, maybe I've seen too many Saved by the Bells, but if it's taught me anything, it sure has taught me that prom is a seminal moment, ok?
Zach: Summer, we're really sorry. Are you willing to forgive us?
Summer: Nope. Don't want to forgive you. But, prom is tomorrow night. And I have wanted to go my entire life. So I'm not gonna let our demented little threesome ruin that for me. So I'm going. With one of you.
Seth: Well, which one of us are you gonna take?
Summer: Don't care. I am too pissed off and tired to choose, so you're gonna decide. Don't care how, but tomorrow I will be at my house in a dress and one of you will pick me up. Got it? Good. Oh, you know what, my dress is a magenta color, so my corsage should be in that general family.
Seth: Ok, I'm prepared for whatever fate throws my way tonight. I have a tuxedo pressed in case I'm going to prom.
Zach: Mine's in the trunk.
Seth: Alright. And, if I am in fact meeting with George Lucas...(holds up a shirt) I have my Boba Fett t-shirt.
Zach: Dude, it's a little small.
Seth: I got it when I was 8. Hopefully it'll stretch.
Seth: George Lucas can skip his prom, I can skip mine.
George Lucas: Now, wait a minute. I do regret not going to my prom.
Seth: Really? Because ... it's a seminal moment?
George Lucas: Exactly.
Seth (Rushing in to Prom): Sorry I'm late. I was caught in traffic. (realizing with dawning horror) I'm on stage.
Crowd Member: That's not Zach Stevens!
Seth: No, I'm not.
Emcee Guy: I think you should step down, you're not the Prom King.
Crowd Member: Seth Cohen's a tool!
Seth: Okay, I know I'm not who you all imagined as Prom King, seeing as I'm not who any of you actually voted for. But She's the queen, and I love her, so I guess that makes me king.
Seth: No, I'm just a guy standing next to you.
Seth: So we ended up— well, we flipped a coin.
George Lucas: You flipped a coin?
Seth: Yeah. And you know, it sounds crazy, but at the time—
Seth: ...Comedy is just tragedy plus time.
(As Seth comes to visit Ryan in the early morning)
Ryan: What time is it?
Seth: It's 5:30... ish.
Ryan: You're showing up earlier and earlier.
Seth: Yeah, well, we had a lot of ground to cover, so I figured, since we're both up, we may as well get a jump on it.
Caleb: I see you pulled out all the stops. One last ditch effort to stop this divorce from going forward.
Julie: God! Paranoid, much?
Summer: The dream involved a hot guy in a tux with a carnation pinned to his lapel. Instead I'm drawing straws between Nerdboy and Assclown."
Caleb: You know, I really did love you JuJu.
Julie: Ooh. Past tense. That stings.
Caleb: Sorry. Grammatical error.
Julie: I did not come here to talk about myself, but as long as we're on the subject I could kind of use your advice.
Sandy: Hey if this involves you being naked please, you got to warn me.
Summer (referring to Ryan): Sick? Too sick to take you to the prom? He better be real sick- like dead- or I'm going to strangle him with his own wifebeater.
This episode marks the final appearance of Alan Dale (Caleb Nichol), although he is still listed in the main credits in the next episode.
"Dirty Lives" by Love As Laughter
"Panther" by Wilco
"Rae" by My Pet Genius
"Antmusic" by Hyper
"Cava Del Rio" by Senza
"Love For Granted" by Phoenix
"Nothing Like You & I" by The Perishers
"Fix You" by Coldplay
"Honest Mistake" by The Bravery
Comic books/graphic novels turned into movies:
The O.C. pokes fun at pop culture once again. If you haven't noticed the growing trend in Hollywood these days, comic books/graphic novels turned into movies are all the rage. Ever since the success of X-Men on the big screen such films like Spiderman and The Hulk have popped up putting people into the movie theatres. According to the storyline of this week's episode, Atomic County would be the next in line to make the leap from graphic novel to the big screen.
Seth Cohen: Dude i'm so sorry about the launch - I had a Bruce Banner moment.
Seth is referring to when the Incredible Hulk (real name: Bruce Banner) gets mad - he turns into the Hulk (engine of destruction)
The Prom: the O.Sea theme
According to Josh Schwartz, the O.Sea theme for the prom was borrowed from the movie "Back To The Future."
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