Season 1, Episode 14: Shock and Aww


Original airdate March 7, 2004
Written by Jim Vallely & Chuck Martin
Directed by Joe Russo
Production Code #1AJD13


“George Michael has a crush on his ethics teacher, Miss Baerly, but Lindsay believes he wants to set her up on a date with his dad. Initially reluctant, having been duped on a blind date by a vengeful Gob, Michael soon hits it off with Miss Baerly, and spends the night with her. But things become tricky when Michael learns of his son’s feelings, and George Michael sees his teacher leaving. Meanwhile, Lucille uses her newly-adopted Korean foster child, Annyong, against Buster, and George Sr. is courted by an undercover agent.”

NOTE: Deconstructing Arrested Development openly discusses spoilers when relevant (which can include episodes that come later in the series). Readers who have not seen the series in its entirety are advised to proceed at their own discretion.


Shock and Aww is one of the more memorable episode of Arrested Development’s first season, and it’s easy to see why. Right out of the gate, the episode has an advantage, coming in at a point in the series when the table is mostly clear, story arc-wise. This allows it to be accessible to newcomers and play relatively well as a stand-alone piece. It’s genuinely impressive, given that Shock and Aww marks Michael’s third romantic interest in four consecutive episodes, though thankfully, the show executes this in a way that avoids the repetitive trappings of “relationship of the week” formulas. When tracing the long-term narrative thread here, this unusually concentrated focus on Michael’s love life actually makes a lot of sense: He falls for Marta in Key Decisions and pines for her for the next few episodes, before deciding to let sleeping dogs lie at the end of Storming the Castle. He then meets Jessie Bowers in Public Relations (which provides some revealing insights into Michael’s limited sexual history, strongly implying he’s not been with anyone since Tracey’s death two years prior). While the relationship doesn’t pan out, Michael does learn that George Michael’s happy for him to date other people. This proves a factor in the Marta Complex/Beef Consommé two-parter, when Marta develops feelings for Michael herself, and Michael decides to pursue her upon learning of this. Despite a passionate encounter, the two never actually sleep together (nor did Michael do so with Jessie), and Marta ultimately rejects him.

At this point in the saga of Michael’s love life, it’s understandable he would be eager to rekindle his sex life again. This is communicated to us early in the Shock and Aww, when Gob invites Michael on a double date under the guise of extending an olive branch after their fight. As Gob asks Michael, “When was the last time you slept with someone?”, we briefly cut back to the opening scene of Buster and Michael sharing a bed, and Michael immediately asks Gob, “What time and place?” Of course, Gob’s offer to Michael isn’t sincere in the slightest – he’s only been invited along because the 18-year-old girl Gob’s pursuing refuses to go out without a chaperone. It’s a direct continuation of what transpired between the brothers in Beef Consommé, with early flashback footage from the episode ensuring its events are still fresh in our mind. Gob’s harbored resentment makes for an amusing story catalyst, while also drawing a clearer through-line for the season’s overarching narrative. And as the show shifts focus from Michael’s love life to his sex life, the failed double date serves as another motivator for when he – a man who doesn’t do one-night-stands – takes Miss Baerly home on their first date.


There’s no shortage of recognizable names in Arrested Development’s impressive guest roster, and while there would be more well-known movie stars down the line, Heather Graham is undeniably a “get” for the show in the role of Beth Baerly (and as time would tell, sadly, it wouldn’t make a difference how big a name Arrested Development landed; Fox’s marketing department never took advantage of any of the promotional opportunities the show handed them). Graham’s lively energy and keen comic timing is a major benefit to the episode, and she really helps sell the Michael/Miss Baerly relationship, despite the very limited screentime it’s given to develop. There’s undeniably chemistry between the two characters, and it’s delightful watching them laugh uncontrollably at horrible tragedies. Arrested Development isn’t generally the type of show to bring in a guest star for an episode to play a one-off romantic interest, but it works well here; Miss Baerly just feels like any other natural element of the show’s world, which is exactly what a good guest spot should be.


As Michael discovers the morning after, there’s another person pining over Miss Baerly – his son, George Michael (well, him and every other boy in the class, apparently). In the previous episode, George Michael chose to put his feelings for Maeby on ice for the sake of the family (much in the same way Michael did with Marta briefly), and since then, he’s completely refocused them on his ethics teacher. Ethics proves to be a thematic focal point for the episode, as Michael initially believes his son wants to set him and Miss Baerly up on a date. When he learns that George Michael, in fact, has feelings for her, Michael finds himself in an ethical dilemma, and it’s Gob’s amoral behavior that prompts Michael to behave unethically himself; the classic “loop of events” that is Arrested Development’s bread and butter. Additionally, Michael/Miss Baerly is one of the earliest relationships on the show to be predicated on a false belief – a story device Arrested Development would deploy numerous times throughout its run. Gob’s sexual encounters in this episode are also predicated on false beliefs as he seeks to finally get even with Michael by sleeping with Miss Baerly. And amusingly, it’s a false belief that seems to finally quell his revenge mission; Gob never actually meets Miss Baerly, nor does he seem to comprehend that he’s slept with the wrong person, even after Michael clarifies who Mrs. Whitehead is. He genuinely thinks he’s settled the score.


Shock and Aww is the first episode back following the mid-season break. If one were to replicate the labeling of season 5’s two parts, this would effectively make it the premiere of “season 1B.” When thinking in these terms, “season 1B” kicks off similarly to “season 1A.” Both begin with relatively low-key and accessible episodes, before longer-form story arcs take narrative focus. As mentioned in previous deconstructions, there was no guarantee of additional episodes when the first 13 were penned (the show’s staff learned the network was ordering an additional 9 episodes during the filming of Beef Consommé). With a full season now confirmed, the writers are doing more to set up their long game, with multiple hints about the Bluth Company’s ties to Saddam Hussein in this episode. It also marks the introduction of Lucille’s foster child, Annyong (the Korean word for “hello”; technically spelled “annyeong,” or “안녕”), who would prove unexpectedly important to the long-term narrative. The gag with Annyong’s name is beautifully simple, but the writers would continue to get considerable mileage out of it over his stint on the show, while also playing him as a parody of the “Cousin Oliver” trope (when a child is inexplicably added to a show’s cast, typically to the annoyance of the viewers; hence the resemblance between the words “Annyong” and “annoying”). Annyong’s primary role in this run of episodes, however, is to serve as an antagonist to Buster – and a new weapon for Lucille to wield.


Annyong’s presence turns out to be the result of spite, with Lucille having filled out an adoption form on a rage-induced whim one year earlier. Spite has been a strong motivator in Lucille’s interactions with Buster since she first learned of his relationship with Lucille 2. She attempted to meddle in said relationship multiple times, and when Buster finally confronted her about it, she told him to move out, then refused to offer any support when Lucille 2 broke things off with him. Granted, her revulsion over the relationship is hardly unjustified, but there’s another reason she’s so ruthlessly giving Buster the cold shoulder: What she feels deep down is betrayal – jealousy, even. After all, many of the roles she played in Buster’s life were ostensibly replaced by another woman, of a similar age and with the same name (let alone the family history they share). When Lucille feels attacked or wronged by someone, she instinctively goes on the offensive, and aims right for the jugular. So when Buster just so happens to walk through the door after Annyong’s arrival, Lucille immediately seizes the opportunity to use Annyong against him. Of course, Lucille doesn’t even care enough about the family’s new addition to find out his real name, but she’s happy to keep him around so long as he can make Buster feel the same betrayal and jealousy Lucille herself felt. As is typically the case when a third party comes between two Bluths, the story is more about those family members themselves than anything else.


The Annyong storyline also plays into another one of of Arrested Development‘s recurring elements: Lucille and George Sr’s tendency to both manipulate their children and pit them against each other. But here, Lucille’s actions also mirror the episode’s A-plot, as her lingering resentment towards Buster reflects that of Gob’s towards Michael. Revenge is a major driving force in this episode, and it’s typically one-sided in nature. To that end, there’s another key theme shared by these two storylines, and it’s the phrase that’s played upon in the episode’s title; “shock and awe.” The theme is established early, as George Michael writes an essay on the morality of preemptive strikes in war, and Michael briefly talks about the subject with him (or, more accurately, at him). Gob’s actions in this episode are shock and awe incarnate, as he tries to preemptively sleep with Michael’s next romantic interest. Lucille, meanwhile, preemptively gets the upper hand on Buster by using Annyong as a pawn in her emotional war games. The broader themes mentioned earlier (ethics, revenge, spite) all tie in well with shock and awe as a subtextual concept. This really is as strong and cohesive as Arrested Development gets on a thematic level (a prime example being when Michael reads George Michael’s poster aloud – “What would Saddam do?” – prompting George Michael to declare “Gob’s gonna pay!”).


Another way Arrested Development sets up more of a long game here is with the introduction of Cindi Lightballoon, a government agent posing as a fan of George Sr’s Caged Wisdom tapes, established in Marta Complex (providing an additional link to the episodes that preceded Shock and Aww). It’s actually the beginning of a small story arc that pays off in the upcoming Altar Egos/Justice is Blind two-parter, and admittedly, it’s the most disconnected plot thread in the episode. It does give us another glimpse at George Sr’s serial adultery, however – our first since it was established in Visiting Ours. That episode highlighted the link between George Sr. and Gob’s sleazy behavior, and that link is prevalent again here. Gob really is at his most reprehensible here, from his age-inappropriate pursuit of Shannon to the string of heartbroken one-night-stands, or telling Michael “I’ve seen some of the dogs that you like.” The show tends to portray Gob at his worst in episodes where Michael makes particularly unethical choices (another prime example being Storming the Castle); a conscious creative choice, as Arrested Development always likes to ensure that, no matter how bad a person Michael becomes, he’s never the worst Bluth.


Shock and Aww’s A-plot divides its focus between two heavily intertwined narratives; Michael’s relationship with Miss Baerly (essentially a Michael/George Michael story) and Gob’s desire to get revenge on Michael (a Michael/Gob story) are ostensibly two separate plot points, linked by Michael’s lie. Both the B-plot (Lucille, Buster and Annyong) and C-plot (George Sr. and Cindi Lightballoon) remain unresolved when the credits roll, and continue into subsequent episodes. Unfortunately, the Fünkes get a little short-changed in this episode, with only two of the three family members appearing, and neither one getting a proper storyline; Maeby has a very minor sub-plot as she seeks to shock people by bringing a relative to the dance (and quickly abandons the plan to dance with her crush, Steve Holt – both unaware they are, as we would later learn, also related), while Lindsay plays a limited role in the A-plot. The latter does share a very funny and memorable scene with George Michael, however – one that epitomizes many facets of the show’s comedic style. It’s hard to conjure up something more “peak Arrested Development” than an incest joke framed around a core misunderstanding where every line of dialogue plays two ways! “Peak Arrested Development” actually applies to this episode overall for the most part, as Shock and Aww has little in the way of flaws (ie. the third act runs significantly longer than the first two – act two ending just a little bit after the episode’s halfway point – but it’s ultimately of no detriment to the episode’s pacing or structure). And, above all, there’s a rapid-fire onslaught of laughs (about some very sad things).



BlueDot2 “Michael was sharing his bed for the first time in years. Unfortunately, it was with his younger brother, Buster.”


MICHAEL: Buster… Buster… Hey, woah, woah, woah, Buster!
BUSTER: Hey, brother.
MICHAEL: (sighs) I don’t think us sleeping together is working out. You’re a grown man, you should be living with your mother.
BUSTER: Yeah, I miss mom.
MICHAEL: I can tell.

BlueDot2 LUCILLE: I need you to do something about my son.
MICHAEL: I totally agree, mom. Buster goes home, we flip the mattress, this never happened.

BlueDot2 MICHAEL: Did you and dad adopt a child?
LUCILLE: The SEC was on to us. Your father thought it would make us look charitable… He must have forged my signature.

BlueDot2 LINDSAY: Sounds like you’d like her to be more than just your teacher…
NARRATOR: Lindsay believed that George Michael wanted to fix up his father, so he could fill the role of his mother.
LINDSAY: There’s nothing wrong with that. Although… I must say I’m a little hurt that you haven’t considered me.


GEORGE MICHAEL: …You’re my aunt.
LINDSAY: (scoffs) That doesn’t matter! Aunts can fill that role. Teachers can fill that role. And someday, you’re gonna find the right woman to fill that role. But until then… (puts hand on George Michael’s leg) I’ll be right across the hall.
NARRATOR: Lindsay had never been more proud of anything she had said in her entire life.



BlueDot2 The reveal of Nazhgalia at the restaurant:


“Hell-oh my god.”

BlueDot2 GOB: Nagarmat, you’ve got a mustache! I mean, you’ve got milk on your mustache. I mean, you’ve got a milk mustache.
MICHAEL: Yeah. It’s adorable. You look like one of those “Got milk” models. (Nazhgalia chuckles as Michael sits down)
NARRATOR: But Gob mistook Michael’s basic human decency for a romantic interest, and felt a competitive urge to step in.
GOB: Y-Y’know, it’s beyond adorable. Ex-exotic… I find you very attractive.

BlueDot2 CINDI LIGHTBALLOON: I’ve come to learn at your feet.
GEORGE SR: …That’s a good place to start.

BlueDot2 LINDSAY: Hey, look, it’s not coming from me. It’s George Michael. He told me. I think he wants a mother.
MICHAEL: Well, that’s ridiculous. He’s got you. He’s got our mother. You’d think that would turn him off the entire concept.

BlueDot2 MICHAEL: Ethics. Right and wrong. How can one thing be right and another one be wrong? I mean, which is which, you know? I guess that’s the “Urrrgh!” of it, y’know? So frustrating.
MISS BAERLY: I dunno, I mean, they just threw this class at me after Mr. Daniels had a stroke.
MICHAEL: Oh! (laughs, Miss Baerly joins in) I had him, Mr. Daniels. How is he?
MISS BAERLY: Oh, he, y’know, had a stroke.
MICHAEL: …Oh. I thought that you were joking.
MISS BAERLY: No, I was just laughing ’cause you were laughing.
MICHAEL: Right, no. Yeah. Gosh… Hmm. Urrrgh!


This exchange gets a gloriously dark callback later, when Maeby talks about her plans for the diversity dance: “I wish I had someone shocking to take. Y’know, I actually called Mr. Daniels and asked him, but he got all out of breath and dropped the phone… I never heard back.”

BlueDot2 MISS BAERLY: Do you have a wife?
MICHAEL: Yeah. But she’s dead.
MISS BAERLY: Oh! (laughs, Michael joins in) …Have you ever been married?
MICHAEL: Yeah, she died.
MISS BAERLY: Oh… God, why are we laughing?
MICHAEL: I don’t… Well, it’s the Mr. Daniels stroke thing all over again. (laughs along with Miss Baerly)

BlueDot2 LUCILLE: Michael, the little Korean is here, and I don’t know what to do with him. At least, I think it’s a him. You’ve gotta strip them down to next to nothing before you could even tell.
MICHAEL: Yeah, mom, I just spoke to Social Services and, although they don’t like to do this, if you can prove that it’s a bad environment for a child – and I would suggest saying what you just said to me, don’t change a word – they will take him back.


BlueDot2 BUSTER: (upon seeing Annyong) I’m gone for a couple days, and you find a new son?
NARRATOR: Lucille could see that her son was concerned, even jealous, and she knew how it felt to be overlooked.
LUCILLE: …Yes. Annyong is your brother now.
ANNYONG: Annyong.
LUCILLE: Yes, Annyong. Excuse me. (into phone) Oh, Michael? Call it off… I’m keeping him.

BlueDot2 MISS BAERLY: Are you making dinner reservations?
MICHAEL: No, no, that was my mom. She just had a little Korean dropped off.
MISS BAERLY: Ooh, that sounds good, let’s have that!

BlueDot2 MICHAEL: Listen, I know that you’ve been trying to get even with me about Marta, but, got some bad news for you. I’m seeing somebody else.
GOB: Who? Who? Just out of curiosity. I’m not going to try to sleep with her.
MICHAEL: Forget it. I thought that this was behind us.
GOB: It is behind us…
GOB: …When I sleep with her. ’Cause I’m going to sleep with her. Yeah. I was lying just then when I said I wasn’t going to sleep with her.

BlueDot2 MICHAEL: Good luck getting rid of her.
GOB: Oh, please. Not a problem. She knows it was a one-time thing. Totally cool. (phone rings)
MICHAEL: (sigh) So romantic.
GOB: (checks phone) Who’s N. Bahn-Ahden? (answers phone) Hello?


BlueDot2 Michael still doesn’t realize his son has feelings for Miss Baerly, even after seeing the collage he made her:


BlueDot2 GEORGE MICHAEL: Dad, what was she doing here? I mean, sh-she wasn’t…
NARRATOR: Michael knew he had an ethical responsibility to tell his son the truth.
MICHAEL: Yes… Your uncle Gob slept with her.

BlueDot2 GEORGE MICHAEL: She was chaperoning the diversity dance and I thought, like, maybe as a joke thing, I’d go up to her and be like, “Oh hey, you wanna dance?” And she’d be like, “Ah, what the heck,” right? Or somethi- I don’t know, I did it differently in the mirror, but…
GEORGE MICHAEL: …Like, it would like be joke dancing or something. I didn’t think it through.


(George Michael later repeats the phrase “bad example” when he broaches the idea with Maeby in the school hall)

BlueDot2 “I feel so stupid. I defaced a rare book to get that picture of Saddam Hussein in a bathing suit!”

BlueDot2 BUSTER: Hello.
ANNYONG: Annyong
BUSTER: Yes, Annyong. Your name’s Annyong. We all know you’re Annyong. Annyong, Annyong, Annyong!
MAEBY: Who’s this?
BUSTER: Oh, I’m sorry, this is Annyong.

BlueDot2 Maeby learns Annyong is family:


BlueDot2 “Don’t worry, George Michael’s not in there. Those are the dumb kids.”

BlueDot2 MISS BAERLY: Wow! Did you make this for me? This is so sweet, I love Hussein!
MICHAELl: You mean you’re interested in him.
MISS BAERLY: Oh, yes. He is a monster… Wow, where did you find this one of him in a speedo?

BlueDot2 “You really mean it? This isn’t one of my-wife-died jokes?”

BlueDot2 MISS BAERLY: He knows we’re going out, he saw me this morning.
MICHAEL: No, no. I covered that. I told him that you slept with my brother.
MISS BAERLY: That may be the most unethical thing I have ever heard.
MICHAEL: Well, you’ve only been doing this half a semester.

BlueDot2 The federal agents have a most infallible cover:


“Clean the dog. We are cleaning the dog!”

BlueDot2 “You’re trying to steal from the wrong man. Watch your back, my little immigrant friend…”


BlueDot2 “Shannon, where are you?! Shannon! Oh, hey, Lisa. …Shannon! Excuse me. Look, I blew it, okay? But I bought a yearbook ad from you, doesn’t that mean anything anymore?”

BlueDot2 MICHAEL: I blew it, okay? I had to see you. I, I-I’ve been giving this a lot of thought, and-and, I have to do the right thing.
MISS BAERLY: You’re gonna tell George Michael the truth?
MICHAEL: Oh, that’s-that’s your definition of the right thing. Uhh, I kinda thought it was to make a big dramatic entrance and tell you that I wanted to see you.

BlueDot2 “George Michael, what are you doing at a high school dance?”

BlueDot2 GOB: I *beep*ed Mrs. Whitehead.
NARRATOR: In fact, Gob mistook the civics teacher for the ethics teacher Michael was dating.


“Man, he… has a type.”

MICHAEL: Gob, Mrs. Whitehead was the civics teacher. We both had her.
GOB: Yes, we have. And now we’re even.

BlueDot2 “Oh, listen, Shannon, please, it was a one-time thing. I’m not gonna even hear from her again! (phone rings) Ugh! (checks phone) Who’s Edna W? (answers phone) Hello?”


BlueDot2 MICHAEL: She said that you w-wanted her as a mother and I said that that was ridiculous, but then I met her, and I kind of fell for her, and thought that she would… kind of make a great mother…
MISS BAERLY: Is that true? I didn’t know you were that serious.
MICHAEL: Well, you know, I’m just- I’m open to it. We’re open to it. (puts arm around George Michael)
MISS BAERLY: Wow… No, no, no, no.
MICHAEL: I’m just saying some day, you know?
MISS BAERLY: I’m not really into kids.

BlueDot2 Another kid tries out George Michael’s move:


BlueDot2 “I’ll light a candle of my own… That’s exactly what I’ll do.”



BlueDot2 The outdoor night scenes are particularly grainy; specifically, when Michael and Miss Baerly are sitting in the staircar together outside the model home. There are several such instances over the first season in particular, though this would improve over time (presumably, advancements in digital film technology played a significant part in this).


BlueDot2 As mentioned in the deconstruction, the episode’s title is a play on the phrase “shock and awe,” which itself is a major recurring theme in this episode. But the title also ties in to the episode’s recurring references to Saddam Hussein; the term is synonymous with the Iraq war, and was downright ubiquitous during its early stages, as the Bush administration used the term for the war’s initial air strike.

BlueDot2 Also mentioned above, Miss Baerly is played by Heather Graham. She’s best known for her film career (most notably Boogie Nights, Austin Powers: The Spy Who Shagged Me and The Hangover), though she’s no stranger to television – she actually did a 9 episode guest stint on Scrubs shortly after this episode’s release. Twelve years later, she would come to star alongside Will Arnett again, appearing in 4 episodes of his Netflix series Flaked (on which Mitch Hurwitz also serves as producer).

This episode also marks the first appearance of Justin Lee, who plays Annyong. He’s a particularly prominent recurring character in this period of the show’s run, appearing in every remaining episode this season, barring two exceptions (Altar Egos and Whistler’s Mother). In season 2, he appears in The One Where Michael Leaves and ¡Amigos!, before his character is written out of the show off-screen in Afternoon Delight. He then returns for a small appearances in season 3’s Mr. F, and the Fox run finale Development Arrested, with one final cameo in season 4’s Red Hairing.


Jane Lynch appears for the first time too, playing undercover agent Cindi Lightballoon. Lynch is best known for her role in Glee, having starred in 121 episodes of the series, though she has had a vast career spanning multiple decades (there are far too many projects to name, but Party Down comes highly recommended to any Arrested Development fan). She is also notable for being a regular cast member in Christopher Guest’s mockumentaries, making her the second person from the ensemble to star in Arrested Development, after John Michael Higgins. Lynch returns for her second and final appearance in Altar Egos, though a picture of her can be seen in the season 5 finale, The Fallout, in a row of cast photos for a stage production of Guys & Dolls (presumably a nod to Glee). Her character is accompanied by Michael Blieden and Matt Price as Agents Cummings and Freely, respectively (each have had prolific careers in television, both as writers and actors, and in the former’s case, directing/producing). These two agents actually appear in the next episode too, working on another Bluth-targeted sting operation.

For minor roles, Shannon is played by Maliabeth Johnson (she also has quite a few small tv parts under her belt, and is perhaps best known for playing Miriam Gergich in Parks & Recreation), with her friend Nazhgalia being portrayed by Iqbal Theba (who, funny enough, would eventually come to have a recurring role on Glee himself), while Miss Baerly’s other admirer Jeremy is played by Matthew Richards. This episode also contains appearances from recurring characters Lupe (BW Gonzalez) and Steve Holt (Justin Grant Wade), the latter returning for the first time since his introduction in Bringing Up Buster.

BlueDot2 George Michael’s “yikes” following his uncomfortable interaction with Lindsay is a callback to In God We Trust. He had the same reaction in that episode when Tobias revealed himself to be a never-nude.

BlueDot2 Michael and Gob’s double date is at a Klimpy’s Express, Klimpy’s being the family style restaurant Lindsay and Lucille dined (and then fought) at in Public Relations. The restaurant chain would next appear in season 2’s Queen for a Day.

BlueDot2 This isn’t the only episode where female characters are portrayed by male actors; there’s another instance in season 4’s Queen B, with the character of Mrs. Oh.

BlueDot2 Gob says “I *beep*ed Nazbakalijan” the same way he said “I *beep*ed Kitty” in Visiting Ours – the first of several callbacks to this line throughout the series.

BlueDot2 Gob would again use the term “dogs” to describe the women Michael likes in season 3’s Forget-Me-Now.

BlueDot2 This wouldn’t be the first time a Bluth learned of another family member’s shocking one-night-stand by seeing them come down the stairs from the living room:


It would happen again with Michael and Gob in season 4, in a scene that plays out over Flight of the Phoenix and A New Attitude (in the former episode, the scene is preceded by a brief flashback montage of Gob’s one-night-stands, which includes Nazhgalia and Mrs. Whitehead).

BlueDot2 The undercover feds are operating out of a van labelled “Blendin Mobile Pet Grooming,” which is the first of several fake businesses they use under the name; a play on the phrase “blend in.” The Blendin logo remains the same for every incarnation – in an arched cursive font – though the businesses themselves are always different (the one exception is when the pet grooming van appears again in Altar Egos; furthermore, its connection to Cindi Lightballoon may specifically be a reference to her role as a professional dog groomer in Best in Show).

The next time we see one of these Blendin fronts is in the very next episode, when the Blendin Electric Company infiltrate the Bluth Company office. We also see Blendin Moving and Storage in season 2’s The One Where They Build a House, Blendin Catering in season 3’s Mr. F, Blendin Floor Maintenance in season 4’s Off the Hook, and Blendin Home Decor in season 5’s Rom-Traum.

BlueDot2 George Sr. tweaks Cindi Lightballoon’s nipples through the prison fence again in Altar Egos.

BlueDot2 Tobias does not appear in this episode. His absence is explained in a deleted scene.

BlueDot2 Shock and Aww has a total runtime of 21 minutes and 54 seconds, and is rated TV-PG-DL.


BlueDot2 The show’s running theme of amputation subtly continues in Miss Baerly’s introduction:


BlueDot2 Michael asks Lucille “Did you and dad adopt a child?” in a very early piece of foreshadowing about Lindsay’s adoption (a reveal that doesn’t happen until the final episode of the Fox run, Development Arrested).

BlueDot2 Shannon and Nazhgalia work at a military-themed clothing store called “National Garb.” It’s likely not a coincidence that the Saddam Hussein references kick off in an episode that contains multiple military puns.


There’s quite a lot of military humor in store for us later in the series.

BlueDot2 This poster can be seen in the background at Klimpy’s Express:


It’s a reference to Some Like it Hot, a film where the lead characters dress in drag – itself a nod to the fact that Nazhgalia is played by a man.

BlueDot2 George Sr. is back in the banana business, this time in the form of his Bluth Banana Jail Bars (also, note the pun in “jail bars”):


BlueDot2 This episode contains some of the show’s most overt foreshadowing about the Bluth Company’s dealings with Saddam Hussein (a reveal that would come in the season 1 finale, Let Them Eat Cake). It initially plays as an odd running gag, with Michael making the following observations upon seeing images of Hussein’s palaces:


“Look, these are our cabinets!”


If you pay close attention to the background during the scenes in Miss Baerly’s classroom, you’ll also notice a lot of Saddam Hussein stuff on the walls.

BlueDot2 When Michael and Miss Baerly arrive at the model home, the narrator says “Michael took a step he hadn’t taken in years,” a turn of phrase that becomes literal with his suggested method of sneaking in:


“This may not have been my best idea.”

BlueDot2 The school halls feature a poster for Surely Fünke, setting up Maeby’s story arc in the Altar Egos/Justice is Blind two-parter (wherein Maeby poses as her own fictitious twin sister, Surely, who is dying of a terminal illness called B.S.):


In addition to this, both Surely and Miss Baerly’s names also play into a running joke with character names that started with Maeby (maybe/surely/barely).

BlueDot2 When Beth says she’s met someone, you can see a kid (whose name is later revealed to be Jeremy) stuffing a Saddam Hussein cupcake into his backpack in disappointment.


He returns in the episode’s closing moments, successfully asking her for a dance with the same tactic George Michael planned on using.

BlueDot2 Early in the episode, we see a flashback where Lucille signs the adoption papers, yelling “Well, maybe I’ll get a son who will finish his cottage cheese!” Later in the episode, Buster comes home to an empty house, and discovers this in the kitchen:


BlueDot2 The background music at the school dance is a remix of the Arrested Development theme song (most audibly with the bassline).

BlueDot2 Steve Holt propositions Maeby with the same line George Michael was planning on using with Miss Baerly (not unlike Michael and George Michael’s mirrored remarks of “No ring”):



BlueDot2 There’s a lengthy deleted scene from the first act that would’ve provided more screentime for both Lindsay and Maeby, in addition to a very funny explanation of Tobias’s whereabouts:

MAEBY: Hey, so, do you know when dad’s getting back?
LINDSAY: Ugh, you won’t believe this, but his trial’s been extended.
NARRATOR: Tobias was on trial for breaking a man’s sternum, while giving him what turned out to be unnecessary CPR. Unfortunately, while demonstrating his innocence, he also broke the sternum of the obliging bailiff.


MAEBY: So, umm, I don’t want you to believe everything you hear at the parent-teacher conference, okay? ‘Cause they lie. And they exaggerate. That’s why they’re teachers, right? Those who can’t, right mom? Those who can’t.
LINDSAY: Parent-teacher night? Nobody told me about this, I haven’t RSVPed!
MAEBY: You don’t have to RSVP.
LINDSAY: Who’s catering it?
MAEBY: There’s no food.
LINDSAY: Well, maybe I’ll make an appearance for a quick drink and get out.
MAEBY: (long pause) …If you get a chance, can I have that “best mother of the year” card back?
LINDSAY: Oh, I don’t keep those.

BlueDot2 Another deleted scene depicts George Michael constructing the “What Would Saddam Do?” poster on his bedroom floor:

NARRATOR: George Michael, emboldened by Lindsay’s advice, decided to step up his show of interest in his teacher.
MAEBY: (enters the room) What are you doing?
GEORGE MICHAEL: I’m making a collage about Saddam Hussein for Miss Barely.
MAEBY: Well listen, if you get a chance, I sure would love a Hitler-themed birdhouse. (exits the room)


BlueDot2 In one last deleted scene set just after Michael learns of his son’s feelings for Miss Baerly, he steps outside to confront Lindsay (who is also in a robe, flipping through a magazine) on the patio:

MICHAEL: Lindsay, thank you so much. He doesn’t want me to marry Miss Barely. He wants to marry Miss Baerly!
LINDSAY: (nonchalantly) Wow, I got that totally wrong!
MICHAEL: (in disbelief) …Wow.
LINDSAY: Oh well… No harm, no foul.


“George Michael, open up! I want you to need me!”

We then cut back to Linsday on the patio, who follows this up with “… I should console him,” before putting down her magazine and getting up, presumably to traumatize George Michael yet again.




Deconstructing Arrested Development is in no way affiliated with Imagine Entertainment, The Hurwitz Company, Netflix, 21st Century Fox, Disney or any subsidiaries thereof. It is a completely unofficial fan-made project.

One thought on “Season 1, Episode 14: Shock and Aww

  1. Annyeong!
    This might be my favorite season 1 episode, I’m not entirely sure but its top 5 for me. Heather Graham is so wonderfully cast and integrates well with her performance. Jane Lynch too a couple years before Party Down/Glee really thrust her wonderful performances into the public’s collective consciousness. And I’ve noticed the Shirley poster too before on rewatches in a “heyyy, we haven’t seen Maeby do that yet!” sorta way.

    Also is it just me or does Tobias’ lawyer in the courtroom sketches bear a tiny resemblance to Bob Oedenkirk?

    Liked by 1 person

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s