- Round One: So Fly (Red Team praises Nick Cannon; Black Team Praises Rev Martin)
- Round Two: Got Props (Red Team must do a funny skit with a feather boa; Black Team with a blue, large pipe)
- Round Three: Lift Every Voice (Red Team must sing a Gospel song about a guy who's lost his job; Black Team sing a Gospel song about a guy whose breath stinks)
- Bonus Round: Wildstyle (Red and Black team face off performing freestyle lines against the other team's players)
This episode marks the first appearance of new cast member Nic Nac. He would also appear in the Charlie Murphy and Wayne Brady episodes.
Affion: My man Nick is so fly--
Crowd: How fly is he?!
Affion: He went school shopping--and bought three schools!
Rev Martin: Being on here, is like being in hell. I'd be better off on Nickelodeon with Kenan and Kel.
Mikey: Yo, Nick, I saw Underclassman this summer, it was sweet, son. I just have one question: can I have a refund?
Nick: (to Mikey) You can't clown me, I got classics. On your last job, you were asking "Paper or Plastic".
Joshua Funk: Ba-con and Young Cheesy!
Rev Run Martin: I got gorilla money; you got money like a mouse. I could take the whole Wild 'N Out [building] and put it in Run's House!
Corey: (to Katt) I hate to start, but you're the only pimp sponsored by Wal-Mart!
Rev Run Martin: I'd be better on Nickelodeon with Kenan and Kel.
This is a reference to Kenan & Kel, a series on Nickelodeon. Kenan and Kel got there own series because of their popularity on All That. Nick Cannon was also on All That in later seasons.