Season 1, Episode 20: Whistler’s Mother


Original airdate April 11, 2004
Written by Jim Vallely & John Levenstein
Directed by Paul Feig
Production Code #1AJD19


“As Michael contends with an underhanded board member, the Bluth Company’s funds are partially unfrozen, and most of the family wants a cut. George Sr. asks Michael to give some of the money to his twin brother Oscar, who is in town, but Michael instead decides to purchase Oscar’s land, only to learn that it is worthless. Meanwhile, Gob and Tobias team up on an investment proposal for a coffee shop, while Lindsay’s desire to have an affair sends her back to her roots, leading her to join an anti-war protest.”

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.


With Whistler’s Mother, we move into the final leg of Arrested Development’s first season, and in a lot of ways, it feels like things are winding down. Many of the story arcs that have played out over the back half of season 1 have already come to an end now, such as Tobias’s stint in Orange County Prison, and George Sr’s affair with Cindi Lightballoon. In fact, the most prominent arc of the last few episodes (Gob’s short-lived marriage) is concluded in Whistler’s Mother’s first act, having mostly been wrapped up in Best Man for the Gob anyway, and from there, Arrested Development sets its sights to what’s ahead. In the broader context of season 1, Whistler’s Mother is something of a buffer episode; a breather as we come off a string of more outlandish/audacious installments, before we hit the escalating tension and drama of the season’s endgame. While the final two episodes of the season tend to its most urgent lingering plot thread (Kitty and the cooler of evidence), Whistler’s Mother lays some groundwork for season 2 instead, and in the process, crafts a story that switches up some of the show’s most well-established dynamics. To that effect, Whistler’s Mother almost plays like a Bizarro version of a conventional Arrested Development episode, deploying many of the show’s proven formulas on a narrative level, but flipping the character relationships on their head. There’s something of a disruption in the Bluth family’s power balance here – at least when it comes to Michael and his self-appointed position as the family savior – resulting in a character-oriented episode that consciously seeks to disorient the characters.

Whistler’s Mother begins with some Bluth Company funds being unfrozen (the exact amount is never made clear, but we learn it’s at least five figures), and, true to form, most of the family wants some of the newly available money. At the same time, as Michael explains, “The board is watching every move I make, especially that guy Jordan. He’s just waiting for me to screw up so he can blow the whistle on me.” Several comparisons can be drawn between Mr. Jordan and Ira Gilligan, the Bluth Company accountant from the previous episode who threatened to testify about some missing funds he’d encountered (and was later revealed to have stolen). Both are one-off characters who pose an immediate threat to the Bluths, which then serves as the catalyst for the A plot in their respective episodes. If anything, Jordan is more like the inverse of the seemingly timid Gilligan – he comes in hot and makes no effort to conceal his true intentions. Sure, the Bluth Company desperately needs a whistleblower, but Jordan only threatens to do it for personal gain, and he couldn’t be more blatant about it; at one point, he observes that Michael’s actions constitute conspiracy to commit fraud, then immediately follows this with “Of course, you could always buy me off the board.” Jordan is a considerably less realized character than the aforementioned Gilligan, only receiving three lines of dialogue total, but the story is ultimately about how this threat impacts the Bluths. In fact, the episode devotes more time to literal whistles than it does its antagonistic whistleblower.


Perhaps the most memorable scene in Whistler’s Mother (certainly the easiest to associate with the title) is the one where Michael presents the board with said whistles, and the meeting is soon sent awry. “I’ve got a plan for the board meeting that’s going to take the gun right out of Jordan’s hand,” he confidently says before the meeting. The gag escalates with haste, and it’s not long before we’re belted by a symphony of whistles, from a room of mature-aged, professionally-dressed adults who’ve all devolved into children. This scene plays almost like a sketch within the episode, working remarkably well as a stand-alone piece that’s accessible even to those unfamiliar with Arrested Development. A big part of this comes down to the choice of whistles, and the way their sharp noise can intrude on the dialogue even when they’re not present on camera, though as always with comedy, one cannot overstate what a crucial part timing plays in the process. In functionality, this scene is comparable to the previous episode’s opening scene, where a series of gags were built around a straightforward comedic premise (the extreme shifting temperatures between rooms) to spruce up some necessary exposition. It could also be likened to the camera zoom-out joke from Bringing Up Buster, which adds a punchline to a scene that wouldn’t have otherwise had one, and soon becomes a running gag the episode twice revisits (fulfilling the comedic “rule of threes”); here, the whistles are deployed midway through act 1, receiving callbacks at the end of acts 2 and 3, anchoring Whistler’s Mother as much as any plot point.


Whistles aside, this episode is most notable in Arrested Development’s chronology as the introduction of Oscar Bluth, who was subtly established several episodes earlier in Missing Kitty, when George Sr. first made mention of having an identical twin brother (this is the first time he’s ever been referred to by name, though the Pilot did specify that the “O” in “Gob” stands for “Oscar,” which ties in with the Bluth family’s tradition of carrying male names from generation to generation). While the show has no shortage of notable recurring characters, Oscar is different. For one thing, he’s an immediate blood relative – not just to one, but two – of the main characters. But while later episodes would soon make this evident and explore his paternal link to Buster, here we know him only as George Sr’s twin brother (with the final minutes also bringing his romantic history with Lucille to light). Oscar’s most defining character trait (his penchant for marijuana) isn’t even apparent in this episode, but his role becomes so thoroughly expanded in season 2 that he moves into the penthouse and ostensibly becomes the 10th main character (11th if you include the narrator). It’s a title not even Annyong could claim, despite living with Lucille and Buster for a comparable number of episodes. Indeed, Oscar appears in all but three episodes next season, and is an active participant in the narrative more often than not, before dropping back down to minor/recurring status for later seasons. But even when Oscar isn’t present on screen, he is intrinsically woven into the show’s lore from this point onward.

Like George Sr, Oscar is played by Jeffrey Tambor, a fact that’s sometimes easy to forget, as the two characters are performed so distinctly, the physical resemblance almost ceases to register after a while. Non-judgmental and affable in demeanor, the ever-quixotic Oscar is the gentle ying to George Sr’s fierce yang. There’s a long list of differences between the two, from how they talk to their body language, and the glaring ways Oscar diverges from George Sr. are outnumbered by their more nuanced distinctions (not to mention some of Buster’s traits and tics are also present in his biological father). By the time the show eventually does away with Oscar’s biggest distinction – his hair – seasoned viewers should have no trouble discerning which twin’s on screen in any given scene. From a creative standpoint, Oscar’s conception actually goes back to George Sr. initially being conceived as a minor character. When the role was expanded to make him part of the main cast, an obvious limitation was posed by the events of the Pilot (and indeed, the core premise of the Fox run; George Sr. may only be behind bars for one season, but it isn’t until season 4 when we really get to see him out in the real world, free of constraints). The writers have tried their best to work around this so far, finding multiple excuses to get George Sr. out of confinement while frequently inserting him into flashbacks, but nevertheless, the role of Oscar was created specifically to give Tambor more to do on the show.


George Sr. is aware that his brother is in town, instructing Michael to give him $10,000 from the newly unfrozen funds, and “Just send him on his way.” However, it’s George Michael who has the first encounter with Oscar, if it can even be called that. Oscar is initially presented as a mysterious presence; we’re granted fleeting, hazy glimpses of the man, underscored by dreamlike music that almost makes us question if what we’re seeing is real. But this is Arrested Development, where a cardinal rule is “no dream/fantasy sequences,” and it isn’t long before the veil is casually lifted, revealing the perfectly logical explanation for “pop-pop with hair.” To us, the audience, that is – the kids are still completely oblivious. At first, Maeby mocks George Michael for his claims, but she soon follows him down the rabbit hole when she spots Oscar herself, jumping at the opportunity to involve herself in a prison break; even when she makes the logical suggestion of checking to see if George Sr. is still behind bars, the kids’ imaginations are still clearly running away with them (“We thought you broke out of prison and were on the lam with stolen hair”). As undercooked as this subplot feels, it’s rather charming to watch the kids approach this situation like kids, especially given how few and far between such storylines become as the youngest generation of Bluths grow up before our eyes. Similarly, this is also the last episode for some time that teams up George Michael and Maeby, as season 2 largely sees them embroiled in their own separate story arcs. Unfortunately, the cousins disappear after the second act, once they fulfill their primary role in the story: To inadvertently bring George Sr’s attention to a huge mistake Michael has made.


As it turns out, Michael does indeed meet with Oscar, with the reluctant intention of granting George Sr’s request (Oscar has a reputation among the family for living off of handouts). But when Oscar brings Michael’s attention to a sizable lemon grove he owns, Michael decides to put the money in Oscar’s land instead, hoping to teach the rest of his family a lesson; the difference between a handout and an investment. Unfortunately, it’s Michael who winds up learning a lesson, and the hard way, as his land deal turns out to be a lemon itself; as George Sr. explains, “You can’t build on it, the government has an easement on it.” It’s another way in which Whistler’s Mother feels like an inverted version of the previous episode – Best Man for the Gob saw several members of the family trying to run a shady scheme behind Michael’s back, whereas here, it’s Michael who tries to keep his own wrongdoings from the same relatives. The former scenario is a familiar one that’s played out several times throughout the season already, but it’s still one of several ways these two episodes complement each other. Having said that, Whistler’s Mother also does a lot to flip the show’s broader dynamics on their head. Michael is typically the responsible one who has to dig the rest of the Bluths out of trouble, but here, he’s the one who’s made a terrible call, and now needs his family’s help. As we learn, Oscar is well aware of his land’s (total lack of) value – for while Oscar may be a kinder man than his brother, largely insulated from his family’s shady behavior, at the end of the day he is still a Bluth. When Michael tries to undo the deal, he discovers Oscar has taken the money and disappeared to find his “lady love,” and Mr. Jordan soon catches wind of what’s happened.

All out of options, Michael does the unthinkable and turns to the last family member he’d ever want to ask for help: His mother. And if anyone could be considered the “MVP” of this episode, it’s Lucille. Much like the last episode to feature the word “mother” in its title, Whisler’s Mother is a veritable showcase of Jessica Walter’s acting skills. But while My Mother, the Car depicted Lucille at her most villainous, this episode instead pulls back the curtain to reveal a softer side to the character. Indeed, Walter’s impeccable joke delivery has solidified Lucille as a guaranteed laugh generator, but Whistler’s Mother gives her the opportunity to find more nuances in the character than ever before. Lucille’s significant role in the narrative isn’t initially clear, with her initially summoning Michael to the penthouse via a misleading text message. Like most of the other Bluths, she wants a cut of the money – in her case, to get elective dental surgery for Buster (who spends the episode in the “foreign land” of Canada, in a minor subplot that unfortunately happens entirely off-camera, and has no real conclusion). Michael – perhaps realizing that Lucille’s only motivation for this is her own annoyance at Buster’s clicking jaw – refuses, telling his mother “If you want an operation that’s really going to help him, you ought to have them finally cut that cord.” But these words about Lucille coddling her son eventually come back to bite Michael, with him clearly disrelishing the notion of being seen as a little boy in need of his mother’s help himself.


To some extent, Whistler’s Mother paints Lucille as a protective mother hen to her children – in her own way, of course. The thread for this is laid early, with a flashback where a child-aged Michael turns to Lucille in a comparable time of crisis, having been suspended from school for another boy’s misdeed. Lucille uncharacteristically embraces her son (it’s so uncharacteristic, in fact, that he has no idea what’s happening when she puts her arms around him) and tells him, “Let mama take care of it. I’ll have a little chat with Mr. Vandenbosch…” Make no mistakes, however, this isn’t Arrested Development falling back on the well-established trope of the seemingly icy character with a heart of gold; Lucille’s Machiavellian qualities aren’t subdued in the slightest here. In fact, they’re the very form her love takes, as we learn the teacher was learn the teacher was never heard from again. The implications are terrifying, and Lucille is hardly above holding the times she’s helped Michael over his head for decades to come – even if she repeatedly conflates memories of him with Buster (“I seem to remember a certain grown man who completely fell apart two weeks ago when I taped over the Nova special that had the girl on it he liked.”). But nonetheless, this the rare occasion when we see a legitimately maternal shade of Lucille. Observing that Michael is harder on himself than just about anyone else, she recognizes that Michael has made an atypical lapse in judgment, and comes to his rescue here accordingly. As much as Lucille torments her family, she will always take their side when a third party poses a threat to them, demonstrating one of the core Bluth values: We can screw each other over, but you can’t.

Having been screwed over by family himself, Michael is clearly reluctant to approach Lucille for help. This is partly because Michael is genuinely unnerved by what Lucille is capable of (when she once again vows, “Let mama take care of it,” he pleads with her not to make somebody disappear), but also because of Michael’s pervasive pride, hindering him as always. It’s telling that he doesn’t ask for Lucille’s help directly, instead tip-toeing around the true reason for his visit and cluing her in just enough that something’s wrong. Michael waits for Lucille to ask about work before responding “It’s- it’s- it’s not great, mom, since you asked,” despite having no other pretense for being there. As we learn, Lucille and Oscar’s lady love are one and the same, with an unexpected visit to the lemon grove making their complicated history apparent. This is where Whistler’s Mother does the most work to set up the second season, with Lucille signifying to Oscar that she may very well be interested in rekindling things (a plot point that the next episode immediately follows up on). Even if she didn’t have a past, there was never any question as to whether or not Lucille could fix things for Michael – we already know she gets stuff done – but as we discover, Michael should have been more dubious of his mother’s motives. Having bought out Jordan’s shares, Lucille preemptively uses Michael’s words against him (“You made a good point, maybe I do need something to occupy my time other than my children”) before mischievously trailing behind him into the meeting, revealing she’s taken the newly vacant on the board. The scheming really never stops with Lucille, who winds up being the only Bluth to come out of this situation getting more than they initially wanted.


The first member of the family to ask Michael for a slice of the money is actually Lindsay, asking that he invest it in her… to get an affair. It’s the latest depressing development in the Fünke marriage, but perhaps the most surprising revelation here is that Lindsay hasn’t cheated on Tobias yet (though as we would learn next season when the pair attempt an open marriage, Lindsay is her own worst enemy when it comes to attracting suitors). Michael, forever trying to steer his family onto the moral path, suggests that she return to her roots instead. Michael is referring to Linday’s charity work, but she takes it literally and goes to get her hair done, still hoping to pursue the affair – Lindsay’s fixation on her own hair mirroring the way several other characters fixate on Oscar’s. However, Lindsay soon learns that her stylist has been called to war, which actually does send her back to her roots, as she joins an anti-war protest. Lindsay, as usual, couldn’t care less about the cause beyond the impact it has on her appearance, having not even known there was a war happening in the first place (for reference purposes, the Iraq war began in March 2003, over a year before this episode aired). But as ridiculous as her motivations may be, they matter to Lindsay, and she comes to spend the afternoon caged inside a “free speech zone” on a military base (much like the motif of hair, the armed forces are a recurring presence in Whistler’s Mother – Gob’s wife leaves him to enlist, and tanks are frequently driven through Oscar’s lemon grove). The protest fails to even make the news, but it’s not long before things stop being about the war entirely, and take an unexpected turn – despite the protest already being an unexpected turn in Lindsay’s storyline.


These days, the Iraq war protest plays like something of a time capsule, tying the show to now-historical events in the real world. Up until now, the writers had mainly stuck to social satire, and a pretty generalized brand at that; most of the jokes lampooning the rich still play exactly the same now as when these episodes first aired, and it’s doubtful that’s going to change anytime soon. Whistler’s Mother, however, puts a very clear timestamp on its satirical content in a way Arrested Development hadn’t really done thus far. Granted, there are multiple references to the Bush family sewn into the show’s very fabric, but these have all sat under the surface (ie. Gob’s name being an allusion to Jeb Bush, which is an amusing detail, but not a reference anyone needs to get in order to understand what’s happening on-screen). The protest storyline is a signifier of things to come in two ways: Firstly, it makes the season’s home stretch play better upon rewatch today, giving us a reminder of America’s political situation in 2004 just a couple of episodes before it becomes relevant to the broader narrative. Secondly, it paves the way for the show to dabble in more overtly topical humor (season 2, in particular, has a considerable amount of material on George W. Bush and the Iraq war). An argument could also be made that the material really isn’t as dated as it may seem on the surface; while “free speech zone” may no longer be the ubiquitous term it was in 2004, in some ways these scenes are more relevant now than ever, in a year where much of the news has been dominated by ongoing protests in the U.S., and heated discussion continues around the liberties taken to silence dissent. And the subplot still provides plenty of gags that don’t require any historical context, as we get one last dose of activist Lindsay for the season.

Even Lindsay’s storyline subverts the show’s established formulas to some extent. We’d previously seen her revisit her roots in Key Decisions and Charity Drive, where she deserted her fellow activists to return to her creature comforts. Here, Lindsay is the only member of the protest who doesn’t flee when a group of rednecks show up and start hosing everyone down – though she does still very much abandon the cause. This storyline started with Lindsay wanting to bolster her self esteem, and she finds it dancing provocatively while soaking wet in a cage for a group of leering men. The fact that these are precisely the kind of people Lindsay would normally find repugnant doesn’t even factor in – after all, this is the same woman who visited prison wearing a tight-fitting shirt that simply read “SLUT.” Lindsay’s grown up with a father who praised her looks and nothing else, while being taunted about those same looks by her mother, only to spend the majority of her adult life married to a man who isn’t attracted to her. Lindsay’s very notion of self-worth is corrupted from the ground up, leaving her to take what little validation she can get wherever it can be found. In her mind, these aren’t seedy lowlifes treating her like a piece of meat – they’re giving her more attention than she’s had from anyone in months, possibly even years. Even when it’s not the focal point of the story, the perpetuating cycle of damage within the Bluth family is ever-present, be it in the form of Lindsay debasing herself for approval, or Michael lying through his teeth to avoid disapproval.


Two other members of the family find themselves seeking approval as well – approval of an investment proposal, that is: The unlikely team of Gob and Tobias (or “Gobias Industries,” as in “Go buy us some coffee”). The two are dimwitted in different ways, but to comparable extents, and it’s incredibly entertaining to watch them each feed off the other’s stupidity. Gob and Tobias both haphazardly try to act like a team of professional businessmen, despite the fact that they barely meet the criteria of being functional adults. We’ve seen Arrested Development explore some less common character pairings as the show’s started to settle in, having previously given Gob and Tobias a one-on-one scene together in Justice is Blind (“This kind of agility?”), and it’s entirely possible this is what first brought their unexpected comedic potential to the writers’ attention in the first place. It’s also possible the premise was born simply out of the portmanteau “Gobias” (which the two, hilariously, don’t even pronounce as a portmanteau of their names), but whatever the case, their relationship proves ripe for laughs. It isn’t one the show visits with great frequency, but the writers nonetheless keep it in their back pocket as a secret weapon of sorts. Gob will pile on Tobias with everyone else in a group setting, but there is a genuine kinship between them when the two are alone together (in season 4’s Smashed, the narrator even refers to them as friends), and it’s these smaller dynamics within the family unit that make the Bluths feel so fully realized.


Here, Gob and Tobias team up for a common goal, as, you guessed it, they want a piece of the money too. Unlike Lindsay, Lucille, and George Sr, though, and against all odds, the members of Gobias Industries actually do make an impression on Michael; he’s fully prepared to invest in their proposal so long as they put in the work. It’s another example of Whistler’s Mother once again taking Arrested Development’s usual formulas and turning them upside-down: Gob and Tobias, who often come to Michael with inane pitches and asking for handouts, now have him willing to offering them money for an idea they don’t even have. Even more atypically, the two appear to have put some genuine effort into their proposal (though one can only imagine what’s actually inside the binder they present to Michael, seeing as their pitch starts with them pointing to a newspaper and claiming “Nothing’s hotter than coffee. The trend is up.”). But there’s no greater example of the inverted character dynamics here than when Gob learns the money is gone: He immediately blames George Sr, and actually takes Michael’s side for once, despite Michael being in the wrong this time. He even insists “You’re in charge now, and I’m telling him that!” – words that seem almost alien coming out of Gob’s mouth. It’s a stark contrast to the allegiance Gob displayed in the previous episode (and in most of the series, for that matter), though maybe the events of Best Man for the Gob are the very reason he’s siding with Michael over George Sr. now. Whatever the case, Michael keeps digging himself deeper and deeper, and may even tell more lies than any other Bluth in this episode, demonstrating once again how topsy-turvy everything is here.


Whistler’s Mother is a considerably understated Arrested Development episode, and that may very well be its strongest quality, giving us a more intimate time with the Bluths than usual. At first, the A plot seems like it may be building to something bigger, but in the end, it’s resolved not by an elaborate comedic setpiece, but a simple one-on-one conversation (in fact, outside of the free speech zone scenes, the episode is almost entirely comprised of characters meeting and talking). Whistler’s Mother’s low-key nature may have worked against it in the long run though, as it hasn’t really endeared itself among fans like the more memorable episodes that surround it. Admittedly, there are some structural flaws; by the time the third act begins (very late, at the 16 minute mark), there’s little over 5 minutes left to wrap everything up, resulting in a somewhat rushed conclusion that almost feels like we’re missing something. Case in point, George Sr’s last line of dialogue is “What lemon grove?” Shortly after, Michael mentions to Lucille that his father is furious at him, and one can’t help but feel a little short-changed by not getting to see the confrontation between the two after the other shoe dropped. At the same time, the stakes here are questionable anyway – it’s not as if George Sr’s plan for the money was any better for the business. The immediate threat is Jordan, and while his exit happens off-camera too, it’s a far more fitting creative choice, tying things back to the flashback with Mr. Vandenbosch. Imperfections aside, Whistler’s Mother is nonetheless a consistently funny episode, tightly written for the most part, and rich in little character moments. Arrested Development’s more understated installments tend to flourish more upon rewatch, and indeed, if one invests the time in Whistler’s Mother, they’ll find it to be anything but a lemon.


BlueDot2 MICHAEL: This money is for land, okay? We’re not going to burn through it like dad did when he was in charge with his bad investments and his corrupt dealings… Mother’s neck…
LINDSAY: No, that was a good investment.
MICHAEL: It is easier to look at now, isn’t it?

BlueDot2 “Oh my god, listen to the radio! I haven’t heard this since we first started dating…”


“We had sex once in the last year and he just laid there.”

BlueDot2 MICHAEL: I’m not giving to give you money to go have an affair. Why don’t you pick something else to boost up your self-worth? How ’bout, uh, charity? Why don’t you get back to your roots?
LINSDAY: It has been a while. All right. I’m going to go do that right now.
MICHAEL: You’re going to get your hair done, aren’t you?
LINSDAY: Well, if I’m going to have an affair…

BlueDot2 MICHAEL: What is the matter of life and death?
LUCILLE: Buster’s jaw clicks when he eats.

BlueDot2 MAEBY: It all adds up. He stole somebody’s hair, made a wig, knocked out the guard, tunneled his way through a sewer line and stopped to get a candy apple on his way to Mexico.
GEORGE MICHAEL: Of course! …You’re mocking me.
MAEBY: Of course.

BlueDot2 GEORGE SR: Michael, this is my brother. Do you know what it’s like to have a sibling who has no source of income except for you?
MICHAEL: Just one? No, no idea. It sounds wonderful, though.

BlueDot2 “We don’t need a whistleblower. We need a building full of whistleblowers…”


“Okay? Whistles! I want this place to be honest. That’s exactly why I had these made up for us. When you see something wrong, I wa… (whistle blows) There you go. I want you to report it. I want you to… (whistle blows) Exactly. Just like that. I want us to police ourselves vigil- (more whistles start blowing) Let’s wait till something actually happens, though. (multiple whistles blowing) Okay, good fun… Alri- Alright, okay. Hey… Enough!”


MICHAEL: 45, 46, 47… Okay, there’s still three whistles left out there. Who’s got the whistles?
BOARD MEMBER: (blows whistle) He kept one!
Michael: There’s a good example of whistle blowing, okay? But you’ve kept yours, so it’s hurting your case.
BOARD MEMBER: I was in the bathroom when you asked for it back.
OTHER BOARD MEMBER: (blows whistle) No he wasn’t.
MICHAEL: …In any event, we are going to be responsible with this money.
TOBIAS: (enters the room) Michael, I hope I’m not interrupting anything, but I’d love to get a hunk of that new company money. (whistle blows loudly off-camera)

BlueDot2 TOBIAS: I just need to prove to my wife that I can act like a man. And it’s not about sex. I don’t just lie there, if that’s what you’re thinking.
MICHAEL: …That’s not what I was thinking.

(Later, Tobias talks about wanting to remake Annie Hall, saying “I wouldn’t want to get in bed with a green producer like a Sofia Coppola, though. Oh, but give me an old pro like a Robert Redford, oh, I’d jump into bed with him in a second! And I wouldn’t just lie there, Michael Bluth, if that’s what you’re thinking.” Michael responds, “Actually, that time, that was what I was thinking.”)

BlueDot2 MICHAEL: Is this about the money?
GOB: No.
MICHAEL: What do you want?
GOB: …It’s not about money in the sense that I’m coming here saying, “Here, Michael. Take some money.” It’s just more of a “may I have some” kind of visit.

BlueDot2 GOB’S WIFE: I’m in love with your brother-in-law.
GOB: You’re in love with your own brother? The one in the army?
GOB’S WIFE: No, your sister’s husband.
GOB: Michael? (angrily) Michael!
GOB’S WIFE: No, that’s your sister’s brother.
GOB: No, I’m my sister’s brother. You’re in love with me. (happily) Me!
GOB’S WIFE: I’m in love with Tobias.
GOB: My brother-in-law?
GOB’S WIFE: I know it can never be, so I’m leaving. I’m enlisting in the army.
GOB: To… be with your brother?

BlueDot2 LINDSAY: What’s happening? Where are you going?
ALEX: I’m not allowed to tell, it’s the war.
LINDSAY: Oh, come on. These salon wars have got to stop.
ALEX: The war, Lindsay. The real war.
NARRATOR: Lindsay was stunned. Not just that she was losing her stylist, but that apparently there was a war going on.


BlueDot2 Gob and Tobias try to brainstorm business ideas at a local coffee shop:

GOB: I need a cup of coffee to focus.
TOBIAS: It’s so crowded in here. I can’t think. Okay, what is it that people need?
GOB.: People love to carbo-load… The bagel place!

BlueDot2 “Gob and Tobias accidentally had Michael on the hook, and they didn’t want to blow the deal.”


“… I guess that’s a response.”

BlueDot2 Oscar takes a hands-on approach to greeting his nephew:


“What’s happening now?”

BlueDot2 OSCAR: You do the best with what you have. I have lemons, I make lemonade.
MICHAEL: That’s a very positive attitude.
OSCAR: But I hate the lemonade business, I hate the grind. You have to grind so many *beep*ing lemons.
MICHAEL: You’re not a very metaphorical person, are you?

BlueDot2 LINDSAY: I’m protesting the war. There’s a war going on, you know.
MAEBY: Yeah. I’m the one who told you, and you said it happened ten years ago.

(This is a reference to the Gulf War, which ran from 1990 to 1991. Admittedly, it’s not the most original joke in the series; a common variation at the time went along the lines of “Ten years ago, George Bush was president and the U.S. was at war with Iraq, how times have changed.”)

BlueDot2 Lindsay decides to not take her hairdresser’s departure lying down:


(Shortly after, Michael sees Lindsay wielding her sign, and says “Hey, y’know, I got cable, you won that one!”)

BlueDot2 “You know that secret you have? The one about the hair that nobody’s supposed to see?”


BlueDot2 TOBIAS: I’m afraid this offer comes off the table at midnight tonight.
MICHAEL: That may be the worst bluff I’ve ever seen.
NARRATOR: Even the members of Gobias agreed on that one.


BlueDot2 MILITARY OFFICIAL: (loading the protesters into a cage) This way, please. This way. Thank you. Right here. This way. I’d ask you to make sure you’re fully inside the free speech zone before beginning your protest.
LINDSAY: Free speech zone? This is where we’re protesting? This isn’t right. Where are the cameras?
MILITARY OFFICIAL: They’re in the free press zone, and if you could save your comments until you’re completely loaded into the cage…


“Okay, have fun. Enjoy your right to free speech. The armed forces welcomes your dissent.”

BlueDot2 MAEBY: My dad told us about that lemon grove that you bought, and we thought you were going there.
GEORGE MICHAEL: But don’t worry. We would never blow the whistle on family.
GEORGE SR: What lemon grove?

BlueDot2 MICHAEL: I assure you that nothing illegal happened here. I misspoke. My dad, in no way, is talking about business from prison.
TED: Excuse me. Your father’s calling from prison. He wants to talk to you about the land deal you made with his brother.


BlueDot2 “No hair for oil!”

BlueDot2 “Shh. Shh-shh-shh-shh-shh…”


MICHAEL: What’s this? What’s happening?
LUCILLE: It’s going to be alright.
MICHAEL: Why are you squeezing me with your body?
LUCILLE: It’s a hug, Michael. I’m hugging you.
MICHAEL: Well, why?
LUCILLE: Because you need your mother right now.
MICHAEL: But I don’t get along with m… Sorry, that was, that was a knee jerk.

BlueDot2 Lucille unknowingly catches a glimpse of her daughter bolstering her self esteem:


BlueDot2 “Alright, let’s get this meeting started. Why have we been spending so much money on whistles?”


BlueDot2 The gag with Oscar farting in the coffee shop sticks out like a sore thumb, and is, frankly, a substandard way to introduce us to his character. If there’s any show that can make a fart joke clever, it’s Arrested Development, but this one lacks any real wit, and falls flat as a result. Thankfully, this isn’t a character trait Oscar would retain; it has the distinction of being pretty much the only fart joke in the series.

BlueDot2 When Lucille visits Oscar at the lemon grove – which he claims to be “a couple hundred acres” in size – buildings and vehicles can be seen in the background behind her:



BlueDot2 The title of this episode is a reference to the famous painting by James McNeill Whistler. This historically significant work is particularly lauded for the way the artist modulates a variety of tones from a single color – a subtextual nod to the way this episode portrays Lucille in a different light than usual; we really do see more shades of her character here than ever before.

The title also has a more literal meaning pertaining to Lucille, who effectively becomes a “whistler’s mother” when Michael buys all the whistles (it could also be a loose reference to the way Gob whistled when he chipped his tooth in Charity Drive – which may seem like a bit of a reach, though this episode does make a point of lumping another one of Lucille’s children with an oral health problem).

BlueDot2 This is the first of 7 episodes to be directed by Paul Feig – the others being Let Them Eat Cake, Switch Hitter, Burning Love, Ready, Aim, Marry Me!, The Cabin Show and The Ocean Walker. A very big name in comedy these days, Feig was actually considered more of a writer than a director at the time, best known then as the creator of Freaks and Geeks. In the years after his work on Arrested Development, he directed episodes of several noteworthy shows – namely 15 episodes of The Office and 10 episodes of Nurse Jackie, though the list also includes 30 Rock, Bored to Death, Mad Men, Parks and Recreation, Undeclared and Weeds. The 2010s saw him crossing into cinema, as he directed Bridesmaids, the 2016 Ghostbusters reboot, The Heat, Last Christmas, A Simple Favor and Spy (also writing Ghostbusters and Spy). He hasn’t ceased work in television completely, however – creating the short-lived sci-fi comedy series Other Space in 2015 for Yahoo!’s similarly short-lived streaming service (it comes highly recommended by management, having reemerged in mid-2020 after an extensive absence, and all 8 episodes can now be viewed for free right here on DUST – a streaming service that will hopefully not be as short-lived). Most recently, Paul Feig is credited as an executive producer on Zoey’s Extraordinary Playlist and Love Life.

BlueDot2 As mentioned, this episode marks the first appearance of Oscar Bluth. One of the most significant characters in the series, he appears in all five seasons across a grand total of 34 episodes, putting him just ahead of Barry Zuckerkorn (who appears in 33) as the show’s most frequently recurring character. He is played by Jeffrey Tambor, making him the only member of the main cast to play two characters (save from episodes like ¡Amigos! and Notapusy, where cast members do appear in other roles, albeit very briefly and heavily disguised). Oscar plays a particularly prominent role in season 2, though he also factors heavily into George Sr’s season 4 narrative, and gets an arc of five consecutive episodes in season 5. Oscar makes his first return in the very next episode, Not Without My Daughter.


The military officer (the man who escorts the protesters to the free speech zone) is played by actor and playwright Ethan Phillips, best known as Neelix from Star Trek: Voyager and Pete Downey from Benson. He has had a plethora of tv guest spots since the 1980s (in addition to consistent film work), and is currently part of the main cast for Avenue 5, in the role of Spike Williams. Mr. Jordan, meanwhile, is played by actor, producer and cinematographer Peter Jason, whose resume is even more prolific (he’s appeared in over 100 tv shows and 80 films, and has also done some video game voice-over work). You may know him as Con Stapleton from Deadwood, Capt. Skip Gleason from Mike Hammer, Private Eye, or Gilbert from They Live.

In more minor roles, Dave Allen (credited as “Dave Gruber Allen”) appears as the activist who shares a couple of lines of dialogue with Lindsay. His resume is also quite extensive, and includes a recurring role on episode director Paul Feig’s Freaks and Geeks – a tidbit that would prove notable for reasons that are expanded on below, in hidden details. Brian Gattas also stars as Alex (Lindsay’s hairdresser), while Dave Matos and Tommy Snider are credited with playing “Local Man” and “Local Man 2” (the rednecks who thought they were seeing a gay marriage, and then suggest hosing everyone down) and Steven Shaw and Monty Bane are similarly credited as Board Members #1 and #2 (the former being the man who claimed he was in the bathroom when Michael asked for the whistles back, and the latter being the man who then blows the whistle on him).

As for recurring cast members, Amy Poehler makes her last appearance for the season as Gob’s wife (she’s credited this time as “Bride of Gob” after receiving the credit of “Gob’s Wife” in Altar Egos and Justice is Blind, and “Wife of Gob” in Best Man for the Gob). She returns in one more episode – season 2’s Motherboy XXX (where the “Bride of Gob” credit sticks), though she also makes an uncredited appearance in Out on a Limb, as part of a still-frame image montage; some reused, some new. Charlie Hartsock makes his second appearance as Ted, and would return in the very next episode, while this is the last season 1 episode to feature Michael Bartel as a young Michael (he returns for two more episodes next season – Queen for a Day and Burning Love).


BlueDot2 Lucille’s neck surgery is alluded to again in season 3’s Prison Break-In. In a flashback set a few years earlier, the family are taking a ballot to decide on a cause for the Bluth Foundation’s first fundraiser. Lucille and Buster both nominate “neck flap.”


BlueDot2 While Michael’s deceased wife has been mentioned in several episodes now, this is the first time the name “Tracey” is uttered. In a flashback to his youth, a distressed Michael can be heard saying “Tracey won’t marry me” to Lucille. The name wouldn’t be directly attributed to Michael’s wife until season 2’s Sad Sack, and admittedly, there’s nothing definitive to confirm Michael is talking about the same Tracey here. However, we did learn in Public Relations that Michael got married in his sophomore year at college, so it’s very possible he and Tracey knew each other growing up.

BlueDot2 George Michael brings up the time George Sr. asked for his hair, which happened earlier this season in Visiting Ours. A brief clip of the scene in question plays after George Michael’s line.

BlueDot2 Maeby’s sarcastic suggestion that George Sr. tunneled his way out of prison through a sewer line is likely a reference to The Shawshank Redemption.

BlueDot2 Oscar mentions his lemon grove is near Camp Pembleton, which is a real-life Marine Corps base in northwestern San Diego County. Occupying approximately 125,000 acres of land, it is one of the largest military bases in the USA, in addition to being the main Marine Corps base for the west coast – and there have indeed been multiple acts of protest staged there over the years.

BlueDot2 The Bluth Company would once again acquire land owned by Oscar in season 4’s Borderline Personalities. This time, the investment is actually George Sr’s idea – though as we later learn in Double Crossers, the land is equally as worthless as the lemon grove.


It isn’t the only link this story arc shares with Whistler’s Mother. After being dismissive of Oscar’s lemonade business here (“That’s a buck fifty, you can’t make much from that”), George Sr. would come to sell lemonade himself on said land, albeit at an extremely inflated price.

BlueDot2 When George Michael contemplates telling his dad about his hair-related secret, Maeby responds with “No, you *beep*, he might need us to help him.” Online transcripts have the censored word printed as “sissy,” for anyone who’s curious. It is unclear whether this comes from a confirmed source, or if this is just a third party’s guess at what’s being said. At any rate, there’s definitely an audible “-ssy” at the end of whatever Maeby calls him, so the only other logical contender would be a certain word that’s considered a complement in Wee Britain.

BlueDot2 Free speech zones are indeed a real thing (though generally aren’t as outlandishly remote as the one depicted here). They were a particularly topical point of conversation at the time, in no small part due to a lawsuit on the matter from the ACLU, which garnered a lot of media attention in 2003.

BlueDot2 While this is the only episode where the board factors into the narrative, Lucille’s position on it would come up again in season 2’s Spring Breakout.

BlueDot2 Early in the episode, Oscar brings up a song he wrote, “All You Need is Smiles,” which we later hear in the “On the next” (he actually says the title as “All You Need are Smiles,”though the word “is” is clearly being said in the song itself, all other sources list the title as such, including the official soundtrack released in 2013). It’s a loose parody of The Beatles’ All You Need is Love, which is why he mentions singer/songwriter David Cassidy being too embarrassed to perform the song in front of John Lennon and Yoko Ono. The lyrics also contain a subtle nod to Altar Egos, where the phrase “sweet pink mouth” was first uttered by Tobias.


The song, in actual fact, was composed by David Schwartz, as is the case with most of the music in the series (though that is indeed Jeffrey Tambor’s vocals, making it the rare entry in the show’s soundtrack to feature a cast member). It can be heard again in season 3’s The Ocean Walker and season 4’s Double Crossers, the latter of which features a scene of George Sr. singing along to it. We would also get another Beatles parody song – Yellow Boat (an overt Yellow Submarine knock-off) – in season 3’s Making a Stand.

BlueDot2 Lindsay’s announcement in the “On the next” mirrors Tobias’s line from the Pilot, “I want to be an actor.”


Not only does Lindsay mimic her husband’s original delivery and mannerisms as she says it, but it’s followed by her making the same excited inhaling noise – quite literally, that is, as the editors have once again resampled the audio of David Cross making this sound in the Pilot (as was also the case when the line received its first callback in Visiting Ours, where it was uttered by Bob Odenkirk’s Dr. Gunty).

BlueDot2 The shot of Oscar holding the boombox over his head is a reference to Say Anything.


The female lead from the film, Ione Skye, would actually come to play a minor recurring character in Arrested Development, making her first appearance as Mrs. Veal next season in Meat the Veals.

BlueDot2 Buster does not appear in this episode, though his absence is explained in the dialogue. He’s also mentioned several times throughout the episode, as part of a running joke where Lucille keeps falsely attributing memories of Buster to Michael:


This is the last episode of season 1 to not feature the entire cast. From here, all nine main characters are present for season 2 in its entirety, while season 3 has just one exception: For British Eyes Only, where Maeby’s only appearance is a replayed clip from The Righteous Brothers. Cast absences then become quite common in the Netflix run, with Michael being the only Bluth to appear in all 84 episodes of the series.

BlueDot2 Whistler’s Mother has a total runtime of 21 minutes and 55 seconds, and is rated TV-PG-DL.

BlueDot2 There are no deleted/extended scenes for this episode.


BlueDot2 Tobias can be seen reading this book during his scene with Lindsay in the bedroom:


Later, when Tobias interrupts the board meeting, he tells Michael he needs to prove to Lindsay that he can act like a man.

BlueDot2 The show once again creates foreshadowing out of the fact that Maeby’s name is a homonym for “maybe,” this time when George Michael says “I know what I saw, Maeby.” As we later learn, he did not, in fact, see what he believed he saw.

BlueDot2 Just before Maeby spots Oscar during her shift at the banana stand, she can be seen pocketing a customer’s money rather than depositing it in the cash register:


BlueDot2 Gob says “people love to carbo-load,” foreshadowing the Bluth family going on the Atkins diet in the season finale, Let Them Eat Cake.

BlueDot2 Some early hints are dropped that Oscar is Buster’s real father, beginning with his introduction, where he greets Michael with “Hey, nephew” – the same way Buster greets family members with “Hey,” and then addresses them by their relation to him. He then proceeds to massage Michael against his will, just as Buster did when he was first introduced in the Pilot. The final act also makes clear that Oscar and Lucille share a romantic past when she visits him at the lemon grove, sewing the seeds for the eventual reveal about their son. In the same scene, Oscar also sports a hand-shaped lapel pin, foreshadowing the loss of said son’s hand in season 2’s Out on a Limb:


The writers start hammering the hints about Oscar/Buster much harder in season 2, when they become much more overt, and are typically accompanied by a short music sting. Buster eventually figures out the truth about his origins in the season 2 finale, The Righteous Brothers (he technically learns it earlier, in the aforementioned Out on a Limb, but subsequently suffers memory loss).

BlueDot2 Oscar helps himself to multiple leftover muffins in the coffee shop.


BlueDot2 During Michael’s conversation with Oscar in the coffee shop, Oscar keeps farting at inopportune times, with his flatulence at one point causing pair to move seats. Immediately after this scene, when Oscar shows Michael the lemon grove, Michael can be seen moving away from Oscar – presumably for the same reason:


(Now this is an example of a clever fart joke!)

BlueDot2 Freedom Sign Guy – first seen in the Pilot – makes his third appearance here, as one of the protesters in the free speech zone:


Other signs visible at the protest are “Where are the weapons of mass destruction?“, “War is SEXIST!“, “War is RACIST!“, “Free speech!“, “Larger free speech zone!” and “Free Jacko!” (the last one being a reference to Michael Jackson).

BlueDot2 As mentioned in the episode notes, the long-haired activist with the beard is played by Dave Allen, who also had a recurring role as Mr. Rosso on Freaks and Geeks, created by the director of this episode, Paul Feig. The casting choice is a meta nod to said character, who was part of the hippie movement and had protested the Vietnam war in the past. In the episode “The Little Things,” he even tries unsuccessfully to talk a character named Lindsay out of an act of protest, telling her “We tried to get ’em to stop the war. They stopped the war when they felt like it.” It’s directly mirrored in his the advice he gives here:


BlueDot2 When Oscar receives Lucille’s text message while resting in his trailer, the Mr. Bananagrabber commercial from Charity Drive can be seen (through static) and heard playing on the tv in the background:





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.

2 thoughts on “Season 1, Episode 20: Whistler’s Mother

  1. This may have been some of a topsy-turvy episode for the show, but I really enjoy it. The scene with the whistles and the Bluth Company board is a near-perfect set-up and timing as the punchlines go off. Watching Michael play off the bad land deal to explain why he can’t invest in Gobius (great name!) – as well as to the board later – without coming clean on who made that choice cements him as a Bluth through and through. Lucille’s knowing “so… how’s work” when Michael can’t bring himself to leave without really talking was a very knowing bit for her character, she knows her family members and correctly guessed what was bothering him; that’s another of those moments on rewatch that pop out for me. That scene continued into watching Michael spin a disaster scenario out of the present problem and lead Lucille to go hug him – just like in the flashback we saw with teen Michael too. Something I’m not sure I ever caught (and wasn’t captioned on Netflix) was Ron Howard saying “smile” at the very very end of the episode after we see Oscar’s “Say Anything” moment playing the “All You Need Is Smiles” and it cuts to black

    Liked by 1 person

    1. Love your observations! This is such a good Michael/Lucille episode. I’m so thankful we got some more great scenes between those two before the series bowed out.

      That’s actually Tambor at the very end there, by the way – it’s in the official version of the song as well, which has a longer outro (and thus, a longer pause in the vocals before that final “Smile”).


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