The scenes shot in Ryan's class and at Pam's art show were done at California State University.

For the bat in this episode, not only was a live bat used for some scenes, but also a motorized one for other scenes.

Joss Whedon was not satisfied with the art produced for Pam's art show. He held up production for an hour while they made new art.

It was a last minute decision for Pam's picture to hang in the office where an old monthly award was hanging. In the original script, nothing was done with the picture, and in the Season 3 DVD commentary, some joked that Michael should have thrown the picture away later, but agreed that the current ending was more heartfelt.

Angela: Poop is raining from the ceilings. Poop!

Michael: We can’t overestimate the value of computers. Yes, they are great for playing games and forwarding funny emails. But real business is done on paper, okay?

Gil: (looking at Pam's art) Real art takes courage, okay? And honesty.
Oscar: Well, those aren’t Pam’s strong points.
Gil: Yeah, exactly. That’s why this is motel art.

Karen: Hey Jim, here’s the aspirin you wanted.
Jim: Oh thank God. I have such a headache from the glare.
Karen: What glare?
Jim: The glare off Angela’s crucifix... it’s blinding.

Michael: (rips up textbook) You cannot learn from books. Replace these pages with life lessons. And then you will have a book that is worth its weight in gold. I know these are expensive. But the lesson is priceless.

When Michael in in front of Ryan's class, he begins his presentation by ripping out pages from a student's text book and telling them that they can not learn from books, and to replace those pages with "life lessons." The scene is one of the better remembered ones from the 1989 film, Dead Poets Society.

Audio: Brandenburg Concerto No.2 in F major, by Johann Sebastian Bach

Michael uses the music from the Teaching Company's tapes when entering the room to speak to Ryan's class. The Teaching Company uses audio tapes to teach classes, with a clip of this music.

Michael: (to Pam) Pam-casso. Sorry I’m late.

Michael is combining Pam's name with that of the famous artist, Pablo Picasso. Picasso was a Spanish painter and sculptor best known for pioneering Cubism.

Michael: Ryan has never made a sale. And he started a fire trying to make a cheesy pita. And everybody thinks he’s a tease. Well you know what? He doesn’t know anything, and neither do you. So suck on that!

Michael tells Ryan's class that Ryan started a fire trying to make a cheesy pita, which occurred in the Season Two episode, "The Fire." He also mentions that Ryan has never made a sale, which was pointed out in the Season Three episode, "Initiation."