A part of this episode is in the opening credits (of Season 3): when Maddie is hanging from the ceiling.
London actually pronounces heiress right in this episode.
When Zack is writing his "will" you can tell he is not really writing words but rather he is just scribbling.
Zack and Cody always say that their mom is old, but in this episode, Cody says that his mom is young.
Mr. Moseby always has his name tag on his upper left side of his suit. However, right after Carey shouts at the Spelling Bee after Barbara got eliminated, we see a shot of Mr. Moseby, but his name tag is on the other side. This means the image for that particular shot was reversed.
When Carey hands Maynard money, she hands him 5 bills. The money owed was $43.20, and there were obviously no coins. This means that Zack still owes Maynard $0.20 as: (2 * $20) + (3 * $1) = $43 $43.20 - $43 = $0.20
Mr Moseby: Now Carey, there have been complaints about offensive behaviour by parents in the audience.
Carey: Now, I'm not surprised. Some people get way too caught up in these competitions.
Mr Moseby: All the complaints have been about you!
Zack: Buddy, there will be plenty of other spelling bees. You only have one brother.
Cody: Mum's still young. She can have more!
Barbara: Fracas. F-R-A-K-I-S. Fracas.
(Wrong button goes off)
Host: Oooh. So close, but close only counts in horseshoes.
(Button goes off again)
Barbara: C-E-S. A-S. U-S!
Host: U S done!
Maddie: Why are you dressed like that?
London: Because, it makes me look good!
Mr. Moseby: Have fun and BEE-have.
Carey: Zack we're busy, it better be an emergency.
Zack: It is... I need money for the game-room!
Carey: That's your emergency?
Zack: Glad you understand.
Carey: I was in a spelling bee when I was your age. Cody: Really? Carey: Yeah. I would've won If it weren't for politics. Cody: There's always politics in this competition. Carey: No, it was the word politics. I spelled it p-o-l-i-t-i-c-K-s. Zack: So, you got it right?!
Mother: Excuse me, we're looking for Maddie Fitzpatrick.
Maddie: That's me! How can I help you?
Mother: We live in the apartment you and your friends fixed up. We just wanted to thank you for all your hard work.
London: (looks up) It was my pleasure!
Mother: Anyway, Maddie. We just wanted to thank you for the toys you left for the children.
Maddie: You're welcome. But how did you know it was me? They were supposed to be anonymous.
Mother: We noticed the toy oven had "Chef Maddie" written on it. So, we baked you a cake.
Maddie: So you baked a cake in an oven that uses a lightbulb?
Mother: No, our real oven.
Maddie: Thanks, you guys want a piece? (mother starts cutting cake)
London: Why didn't they bake me a cake?
Maddie: Because you really didn't give them anything.
London: I gave them publicity!
Maddie: That was for you!
Maddie: Charity requires sacrifice!
London: I gave up a whole day of shopping to pose for those pictures!
Maddie: Oh, you're a saint!
Carey: What have I told you, Zack? Neither a borrower nor a lender be.
Zack: I'm halfway there. I never lend.
Zack: Look,buddy, there'll be more spelling bees, but you only have one brother.
Cody: Mom's still young she can have more.
London: I gave them publicity!
Maddie: That was for you!
London: I was going to throw these old bills away anyways, they're all wrinkly!
London: (Reads Newspaper) That'll show Portia!
Zack: How are you suppose to pay people back, if they don't lend you any money?!
Cody: Pneumatic... uh Pneumatic
Carey: Uh? There's no "uh" in pneumatic, What is he doing?!
Zack: Being a good brother!
Zack: Forget the money! Forget the blood!
Cody: Get the money, from someone else!
Cody: Even that's stupid for you!
Zack: Feeling the pressure, huh? Cody: A little...
Zack: Wow! Hearing what a terrible thing Maynard did, kinda makes what I did seem pretty...minor, doesn't it?
Carey: Nope. N-O-P-E, Nope!
(Carey grabs Zack's ear and they start to walk)
Zack: O-W! O-W! O-W! O-W! O-W!
London: Alright! I'm ready to work now! (London picks up a brush and starts painting a wall) Maddie: Be still my heart! Someone should get a picture of this! (A team of photographers enter the room and start taking pictures of London) Maddie: I spoke too soon.
Maddie: London! No, don't! (Maddie is on a ladder and London grabs a newspaper from underneath the ladder tipping over the ladder causing Maddie to hang onto a chandelier and yellow paint to splatter all over Corrie and Mary Margaret. Maddie starts swinging back and forth on the chandelier) London: Could you hold still!? You're blocking my light! (Sister Dominick enters the room and sees Maddie on the chandelier) Sister Dominick: Madeline, this is not playtime! Get down immediately! (Maddie tries to get off but her overalls are hooked onto the chandelier but she manages to get off and she falls on her stomach) Maddie: Fast enough?
Mary Margaret: Hey princess!
London: It's heiress.
Mary Margaret: Whatever, heiress. The rest of us are busting our hups painting.
London: I am painting!
Maddie: Fingers don't count!
London: You're right! I'll do my toes!
Carey: Zack, we're busy. This better be an emergency. Zack: It is. I need money for the game room. Carey: That's your emergency? Zack: Glad you understand. Carey: Forget it. I've told you over and over. You either wait or you save for it. Cody: Don't tell him that. Last time, he tried to sell my blood. Lucky, I'm a light sleeper!
Lady: (Opens bag of toys) This is so sweet! How can we ever thank you?
London: Bake a cake and bring it to the Tipton and ask for London ... Who by the way is not me!
London: I am so proud of myself! I helped those people in the apartment!
Maddie: Do you honestly think that you helped those people?
London: Yes, I bet a picture of their apartment where never in the newspaper! Now they can envy it to all their pathetic neighbors!
Zack: (Writing) This is my last will and testament! I am leaving all my unopened textbooks to my dear, beloved, brother Cody! (Looks at Cody) Sad isn't it?
Cody: Sure is! You spelled Textbooks wrong! Pfft!
Zack: Don't worry your big brother has a way to relieve all your stress!
Cody: Really? What?
Zack: Trust me, you're going to be a lot happier if you lose this Bee.
Zack: Because I borrowed money from Maynard Kaye, and he's going to pummel me into pudding.
Cody: I like pudding.
Carey: I'm not a child Mr. Moseby! I can control myself! (Turns around) CODY!!!
Zack: By the way my moneys' on you!
Zack: I mean your money is on you!
Maddie: The idea of volunteer work is for the volunteer to do the work!
London: And you are doing a very fine job!
Maddie: (On the phone) Sorry but London can't talk now, she is working! Yea I know! We can't believe it either!
Cody: Pneumatic! P-N-E-U-M-A-T-I-C! Pneumatic!
Cody: Exactly! E-X-A-C...
Carey: No you got the word exactly right!
Cody: I won! I won! I'm not a loser, I'm a winner! W-I-N-N-E-R!
Spelling Official: Barbara, your word is "fracas."
Barbara: Could you repeat the word, please?
Spelling Official: "Fracas."
Barbara: Country of origin?
Spelling Official: France.
Spelling Official: "A disorderly disturbance or fight."
Barbara: Could you use the word in a sentence?
Spelling Official: If you don't spell this word soon, there will be a fracas.
Barbara: "Fracas." F-R-A-K-I-S. Fracas.
Spelling Official: Ooh, so close.
(buzzer sounds again)
(buzzer sounds again)
(buzzer sounds again)
(buzzer sounds again)
Spelling Official: "U-S" done!
Maynard: I meant, either you give me my money, or else I'll tell your mother.
Zack: Tell my mother? That was your big "or else"? You're the worst bully in the history of bullies. I'm not afraid of my mom.
Carey: You should be.
Zack: If you're going to beat me up. Can we do this in the park? That way, at least when I fall, it'll be on grass.
Maynard: Beat you up? Why does everyone assume that I'm violent?
Zack: You're a building with feet.
Carey: Oh, don't worry. He knows his word. Oh, Zack, your brother will finally stop thinking of himself as a loser.
Zack: Who calls him a loser?
Carey: You do.
Zack: Hey, Maddie. Can I...
Zack: You haven't even heard what I had to say.
Maddie: It just sounded like your "Can I borrow money" voice.
Zack: (in a English accent) 'Ello, Maddie.
Zack: Norman, my main man.
Zack: Mr. Moseby, my other main man.
Mr. Moseby: No.
Cody: Zack, this spelling bee is important to me. It's a chance for people to stop calling me a loser!
Zack: Who calls you a loser?
Cody: You do!
Zack: Hear me out. If you make up your mind right now to lose, then the pressure's off.
Cody: Even for you, that's a stupid idea.
Zack: It's a great idea. It's my motto. "Aim low and avoid disappointment."
Cody: I thought your motto was "sleep and eat."
Zack: No, that's my other motto. And it's not as easy as it seems. Sometimes you eat too much and you can't sleep. Sometimes you sleep too much and you miss a meal.
Cody: Wow, your life is a real delicate balance.
Zack: Hey, guys.
Carey: Oh, hey, Zack. How nice of you to be here to support Cody.
Zack: What? Oh, yeah. Sure, that's why I'm here. Listen, if you happen to see a really huge kid who looks like he can eat me, tell him...
Maynard: Hello, Zack.
Zack: That I love him.
Mr. Moseby: I'm not supposed to show favoritism, but you the man, Cody.
Cody: Thanks. I've already cleared a space above my bed for my trophy, so I hope I win. Otherwise, there will be this big, empty space there, mocking me for the rest of my life.
Mr. Moseby: Way to be confident.
Carey: Don't worry, honey, there's nothing to be nervous about. You'll do just fine, unless of course you choke like I did.
Mr. Moseby: Way to give a pep talk.
Corrie: You do everything the best, London. Can I name my cat after you?
London: Is it a purebred?
Maynard: You owe me 30 bucks.
Zack: How'd that happen?
Maynard: You stink at this game. I expect my money by this afternoon, plus 20%.
Zack: Say, why don't you give me your address and I'll mail it to you.
Maynard: Mail it to me? Do I look like a big, dumb idiot!
Zack: From here, you just look big.
Maddie: Sister Dominick is going to be here any minute in the bus, and you need to be in it.
London: A bus? Like public people use?
Maddie: Just think of it as a long, yellow limo.
London: I cannot be seen on a bus. Are the windows tinted?
Maddie: Yes, with gum and dead flies. Now come on!
Mr. Moseby: The Tipton is proud to welcome to Boston's two-day championship spelling bee. Now have fun and bee-have. (laughs; everyone stares) You know, last year's winner got that joke.
Zack: Come on, Mom. Think of all those coins just sitting in your purse doing nothing. They could be in the game room having fun right now.
Carey: Forget it. "Neither a Borrower Nor a Lender Be." William Shakespeare.
Zack: I just need a couple of bucks. Zack Martin.
Carey: You know, I took second place in my big spelling bee.
Carey: Mm-hmm. Would have won that thing too if it hadn't been for politics.
Cody: There's always politics in kids' competitions.
Carey: No, it was the word "politics." I spelled it P-O-L-I-T-I-C-K-S.
Zack: So you got it right.
Maynard: We have to talk!
Zack: I'd love to, but I have to help my brother!
Carey: Oh thats okay honey, you can go play with your little friend!
Maynard: Nice to meet you ma'am!
The German episode title is "Der Buchstabier-Wettbewerb", meaning "The Spelling Bee".
This episode aired in Australia, for the first time, on the Disney Channel, on Monday 18th of September. Only four days before "Loosely Ballroom" aired in Australia the first time as well.
This episode aired in Canada, on the Family Channel, on Thursday July 20th 2006.
It's mentioned that Carey was in a spelling bee.
We learn that Cody enjoys spelling.
The title is a reference to the famous saying by William Shakespeare, "Neither a borrower nor a lender be". This saying is also mentioned in this episode by Carey. Which is from one of Shakespeare's plays.
When Zack tells Maynard "You're a building with FEET!", Zack almost laughs (accidentally). Watch for it!
Zack apparently borrows money a lot, without paying it back.
Zack assumed Maynard was violent, because of his size.
We learn that Maynard likes to spell, he is in the spelling bee, and enjoys crossword puzzles.
In this episode, it shows that Zack is actually bad at a video game.
Maynard isn't as tough as you think.
London's friend, Portia Tannenbaum, is mentioned for the first time this season in this episode.
It's revealed that Cody's blood type is AB negative.
Norman, the hotel doorman, finally speaks for the first time ever in this episode.
3rd appearance of Sister Dominick.
This is Monique Coleman's fourth appearance as Mary Margaret. Her first three were in A Prom Story, Forever Plaid, and Not So Sweet 16.
This is the 3rd appearance of Corrie. However, it is her 2nd appearance production-wise, as it was filmed after Forever Plaid, but before Not So Sweet 16.
This is Barbara Brownstein's second appearance where she competes against Cody. The first was in Rock Star In the House.
Episode title: The movie Akeelah and the Bee came out two weeks later, which is also about a spelling bee.
Mr. Moseby: Next time Cody spells a word right, try not to start the wave!
This is a reference to Full House, in which D.J. said...
D.J.: Next time I win, try not to start the wave!
The name Maynard K. refers to the economist Maynard Keynes who is famous for Keynesian Economics.
The name of this episode is a play on words of Shakespeare's Hamlet. Polonius tells his son, "Neither a borrower nor a lender be," in Act I, Scene III.
You may recognize "Monique Coleman" from High School Musical, she played Taylor.
Vanessa Anne Hudgens
You may recognize her: she was "Gabriella Montez" in Disney Channel's High School Musical.