This is the first appearance of Tyler Hilton (Chris Keller) since season 3's "How a Resurrection Really Feels".

Segments of this episode were filmed in Honey Grove, Texas, the town that won the "Sunkist brings One Tree Hill to Your Town" contest.

Barbara Alyn Woods (Deb Scott), Danneel Harris (Rachel Gatina) and Barry Corbin (Couch Durham) do not appear in this episode.

The road mix CD that Peyton brings is the third soundtrack for One Tree Hill entitled The Road Mix: Music From The Television Series One Tree Hill, Vol. 3.

(while looking for Mouth)
Chris: Excuse me.
Nathan: Keller.
Chris: Top of the morinin' Officer friendly.
Skills: Shut up. Excuse me sir, we're lookin' for a friend of ours. Kinda goofy lookin' kid, big lips, spiky hair.
Chris: Needs ass.
Police Officer: Marvin McFadden?
Chris: Damn. Our kid's name is Mouth.

Haley: (to Lucas and Peyton) Hey, get a room!
Peyton: (to Lucas) Want to?
(Lucas and Peyton leave the Prom)

Chris: Well, this is it. Honey Grove, the sweetest town in Texas. Get it? 'Cause the honey part ...

Skills: Yo, you got some gin in this joint?
Chris: Full bar in back.
Skills: I'm lovin' Chris Keller.

Lucas: You seem sad.
Peyton: No, I'm not. It's just, I really love you Lucas and it's a big deal.
Lucas: I love you too, Peyton. I promise.

Haley: I'm so glad we made this trip. I'm always going to remember this.
Nathan: Honey Grove?
Haley: No. How much I love you right now.

Haley: Hey.
Nathan: Skills said Mouth was in trouble.
Skills: Yeah, he sent this.
Nathan: Need ass?
Lucas: But we're thinking it's assisstance.
Haley: I'm gonna find Honey Grove online.
Nathan: (about Peyton and Brooke as they walk in) Hey, how are they doing since the attack?
Lucas: Some days are better than the others. But it gets the worst at night.
Brooke: Hey guys, what's going on? Is Mouth okay?
Lucas: It doesn't sound like it.
Peyton: (reading the text message) Honey Grove Texas. Please Come.
Brooke: Need ass? I don't get it, he left with Rachel, why would he need ass?
Nathan, Skills and Lucas: Assisstance.
Peyton: Oh, well, if Mouth needs help, then one of us needs to go down to Honey Grove, Texas.
Haley: I think we should probably all go. It's, uh, about 90 miles from Dallas, which is like a 20 hour car ride.
Nathan: Hales, I love you for caring, but you're pregnant, and we got finals.
Haley: Come on! We're all graduating soon, it could be like a last hoorah. I mean, hopefully Mouth is okay, and it turns into a great roadtrip, but if not at least there's safety in numbers, right?

Chris: You're looking a little plump, Hales. (Haley gives him a look) What the hell, I've had bigger trunk in my bunk.
Haley: I'm pregnant, you idiot!
Chris: Oh. (to Nathan) Dude! Totally not mine!

Peyton: Well, I was thinking maybe you could move in with me.
Brooke: I can't. I'm moving back into the apartment.
Peyton: (disappointed) Oh. Okay cool. I just ... yeah.
Brooke: But maybe you could move in too?
Peyton: You mean that?
Brooke: Yeah. Look, I know I said we could never be friends like before. But, maybe we can be better.

Skills: So, it's been what, about a week since Mouth skipped town with Rachel? Then all of a sudden, I get this cryptic message. Sounds like he's in trouble.
Lucas: Okay, what kind of message? Like voicemail?
Skills: No text actually, check it out.
Lucas: "Honey Grove, Texas. Please Come. Need Ass"?
Skills: Yeah, I was thinking he would have typed "assistance" but his battery died.
Lucas: Why didn't he just write "help"? "Need help"?
Skills: Maybe he need ass.

Brooke: Haley it was me.
Haley: What was?
Brooke: I stole the test. I cheated. Rachel just took the fall for me.
Haley: Are you kidding me? Brooke I got fired for that, not to mention the fact that I trusted you and you lied to my face.
Brooke: I know and I'm sorry. It's just ... I wasn't going to graduate and then she told me I'd lose my clothing conract and I panicked and she --
Haley: Unbelievable.
Brooke: Haley, wait. Don't go. I feel terrible.
Haley: I'm sure you do. You know what? That tape with you and Nathan really hurt me but I decided to let it go because that was a Brooke that I didn't know. This is worse. My friend did this.

When the gang gets ready to drive to Texas, Brooke says they're taking Rachel's Denali. However, when Rachel's SUV dies on the side of the road, it's a Yukon XL.

In Karen's Cafe while Lucas and Skills are mulling over Mouth's text message, Lucas' glass changes positions between shots.

Near the end of the episode, Peyton puts the road mix CD in the CD player, yet when she goes to put the picture in the case, the CD is still in the case.

Episode Title: It Gets The Worst at Night

"It Gets The Worst at Night" is the title of a song by Lucero.

Chris: Well...Chris Keller's work here is done.

Chris said the same thing in "How a Resurrection Really Feels" after he pawns his guitar in order for Haley's demo tape to be made and after he convinces Nathan to get back together with Haley.