Writer:	Ilene Chaiken
Director:	Tricia Brock
Star:	Katherine Moennig (Shane McCutcheon),  Eric Lively (Mark Wayland (Season 2)),  Jennifer Beals (Bette Porter),  Laurel Holloman (Tina Kennard),  Mia Kirshner (Jenny Schecter),  Erin Daniels (Dana Fairbanks),  Leisha Hailey (Alice Pieszecki),  Pam Grier (Kit Porter),  Rachel Shelley (Helena Peabody (Season 2-)),  Sarah Shahi (Carmen de la Pica Morales (Season 2-))
Recurring Role:	Charles S. Dutton (Benjamin Bradshaw)
Guest Star:	Katy Selverstone (Phoebe Sparkle),  Daryl Shuttleworth (Dan Foxworthy (scenes deleted)),  Angela Uyeda (Sales Clerk),  Sara Botsford (Allyn Barnes),  Torie Osborn (Herself),  Ossie Davis (Melvin Porter),  Tosca Baggoo (Security Guard),  Ronald Selmour (Security Guard),  Kelly Parks (Girls),  Saskia Gould (Mark's Club Girl),  Shawn Colvin (Herself),  Preston Cook (James (scenes deleted)),  Sylvia Rhue (Owl),  Amy Ziff (Herself),  Joy Walker (Girls),  Jeremy Crittenden (Customer)

Both Preston Cook (Bette's assistant James) and Daryl Shuttleworth (Bette's therapist Dan Foxworthy) are credited in the closing credits although they don't have scenes in this episode. It's possible that they were mistakenly left in the credits because they both appeared in the previous episode, or that they had scenes that never made it to the final cut. (edit) Charles S. Dutton (Benjamin Bradshaw) and Ossie Davis (Melvin Porter) are credited as special guest stars. (edit) The cellist performing on the cruise in the beginning of the episode is Amy Ziff of Betty. She can also be seen leaving the boat as the girls board. (edit) Music Featured in This Episode:
- Salaam by Social Deviantz
- Sadness by Transientworld
- Big Ten Inch Record by Bull Moose Jackson
- Be '62 by Chris Gestrin
- Let's Sick on the Decks by Grandadbob
- Erectangle Suite by Panurge
- On the Verge by Le Tigre
- Shadow's Reflection by Allison Miller
- Sunny Came Home by Shawn Colvin (performed on the Olivia Cruise)
- Arabesque by Tony Salvatore
- Givin' It to You by Joystick
- Restaurant Jazz 7 by Amazing Stranger (edit) Parts of this episode were filmed on the Olivia Cruise. Olivia Cruises and Resorts is a travel company that specializes in offering travel destinations to lesbians. (edit)

Jenny: I have decided that I am not gonna go on the trip. I want you to go away with Shane.
Carmen: What?
Jenny: Yep.
Carmen: With Shane?
Jenny: Yeah. 'Cause I think you guys will have a blast together. (edit) Jenny: You have violated us. You're violating us.
Mark: I know...
Jenny: You've crossed every line of trust. And don't you dare tell me this was for the sake of art. (edit) Alice: (watching Phoebe kiss a woman) It's Phoebe Sparkle. Wait, I want to watch and see if she makes that girl come.
Dana: Can she do that?
Alice: I'm kidding, Dana. (edit) Shane: Even for Jenny she's acting weird. (edit) Phoebe: (to Shane) You trying to top me?
Shane: Why, think you're gonna top me? (edit)

Goof: The painting Bette, her father and Allyn Barnes are looking at is Allegory of Fortune by Dosso Dossi. Bette remarks that the painting is 14th century. However, Allegory of Fortune was painted circa 1530 so it's 16th century, not 14th. (edit) Nitpick: On the videotape Jenny is making to her mother, Carmen greets her by saying "Hello, Mrs. Schecter". Later in the beginning of Season 3, Jenny's mother's last name is revealed to be Ziskin (for being married to Jenny's step-father). It's odd that Carmen doesn't know this and that Jenny doesn't correct her. It's of course possible that Jenny's mother is not yet married to Warren Ziskin but they don't look like newlyweds in Season 3. (edit) Goof: During Alice and Dana's The Love Boat roleplay, a place marker for the actors (a yellow X) can briefly be seen taped on the floor. (edit) Opening Teaser:
Key West, Florida: A cellist is playing on the deck on a cruise to an audience of women. One woman in particular listens to her intently and stands in ovation when the cellist finishes her piece. Later, she shows the cellist the seven classes of orgasms.
The Connection: The woman is sexpert Phoebe Sparkle. The girls meet her on the Olivia Cruise when she is speaking in the same panel as Dana. (edit)

Dana and Alice roleplay as Captain Stubing and Julie from the series The Love Boat. (edit)