Emmanuelle Vaugier (Nicki) previously appeared in "The Games That Play Us".

While Nathan watches TV he sees a segment of Gavin DeGraw's new music video for "Chariot". The part shown was filmed at Karen's Cafe.

This is the first season 2 episode to feature Lucas giving a voiceover and only the third episode of season 2 to feature a voiceover. In "Desperate Kingdom of Love" Haley gives a closing voiceover, and in "The Hero Dies in this One", Brooke gives a closing voiceover.

Lucas: (opening voiceover) Kahlil Gibran once wrote "You're reason and your passion are the rudder and the sails of your seafaring soul. If either be broken, you can but toss and drift, or else be held at a standstill in midseas. For reason, ruling alone, is a force confining and passion, unattended, is a flame that burn to it's own destruction."

Lucas: (closing voiceover) Remember tonight for it is the beginning of always, a promise. The belief in each other in the possibility of love. A decision to ignore or simply rise above the pain of the past. a covenant which at once binds 2 souls and yet severs prior ties. A celebration of the chance taken and the challenge that lies ahead. For two will always be stronger than one. Like a team braced against the tempest of the world. And love will always be the guiding force in our lives. For tonight is a mere formality. Only an announcement to the world of feelings long held made long ago in a sacred space.

Haley: Nathan, none of this means anything if I can't share it with you.

Brooke: Hello Hottie!
Peyton: Yeah, well. This one wasn't my mom's so ...
Brooke: Yeah, well. Either is this one.
Peyton: Wow.
Brooke: I know. I kinda Anne Frank-ed a couple things in the attic before the yard sale.

Andy: I love you. I love your mind. I love your heart. I love picturing our future together. I mean, I hate the thought of you ever not being in my life.
Karen: Andy.
Andy: And I don't want you to say anything. I just, I just had to get that out.
Karen: I love you to.
Andy: I was hoping you'd say that.

Brooke: Oh my God, you guys totally did it!
Peyton: Um, Brooke, we're in church.
Brooke: So? If I can tell, so can He.

(Jenny tries to talk)
Jake: That was a word! That was definitely a word.
Peyton: In what? Swahili?

When Nathan and Lucas are in the jail cell, Lucas has money in his pocket to make a phone call, yet when you're booked you have to empty your pockets of all contents.

Episode Title: Somewhere A Clock is Ticking

"Somewhere A Clock is Ticking" is the title of a song by Snow Patrol from their Final Straw album.

Brooke: Hello Hottie!
Peyton: Yeah, well. This one wasn't my mom's so ...

In "The Trick Is To Keep Breathing", Peyton wore a dress that was her mother's to the semi-formal dance and ended up getting a drink spilled on it, ruining it.