Arrested Development Wiki
Arrested Development Wiki

Let 'Em Eat Cake

"Let 'Em Eat Cake"
Directors: Paul Feig — Writer: Mitchell Hurwitz & Jim Vallely — Aired: June 6, 2004 — Icon-image      

"Let 'Em Eat Cake" is the twenty-second episode of Arrested Development's first season.

In the first season finale, George Sr. has a heart attack, and Maeby is jealous when George Michael likes another girl. Meanwhile, Lindsay decides to leave Tobias until a book he wrote a long time ago becomes a gay bestseller, and Buster and Annyong compete over women.



After agreeing to loan Lindsay some money, Michael receives a phone call from Kitty demanding a meeting. Michael meets the family at prison to discuss Kitty's call and his upcoming polygraph test. He agrees to meet with Kitty and giver her her demands but not find out what evidence she knows. He meets with her and she demands control of the Bluth company. He refuses and finds out that all she knows about is unpaid back taxes. Kitty later attempts to get G.O.B. and Buster to make power plays to displace Michael as head of the Bluth family, but to no avail.

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Michael sees a report on FOX 6 about Bluth company model homes in Iraq and realizes his father's sins may be worse than he imagined. Michael asks his mother about the Iraqi business but she denies any knowledge. He then asked his father at prison who informed Michael that Lucille did know about the Iraq business. Upset at the lies and misdoings, Michael quits his job and storms out of the prison.

The next day at the courthouse, George submits to a polygraph but immediately faints. The family rushes to the hospital to see him and are informed by Dr. Fishman that "they lost him". Devastated, the family enters the room to see that George has escaped from the window.

The Man Inside Me[]

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Lindsay asks Michael to borrow money for a bead store and he chastizes her for Lindsay's businesses. He agrees to give her the money and is later upset when she tells him that she has dropped the business because Tobias' self-help book The Man Inside Me has found a following in the gay community. At a reading at Livres Aux Folles Lindsay realized that although he has some money, he is still oblivious and decides to leave him.

Tobias and Lindsay meet back up at the hospital and she realizes that they do have one thing in common: their family.

Atkins diet[]

With the Newport Beach population on the popular Atkins diet trend, the banana stand business is hurting. George Michael meets a girl named Ann while working at the stand and meets up to watch a FOX 6 report about the banana stand with her.


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Alessandra Torresani as Ann Veal

  • Matt Walsh as D.A.
  • Regi Davis as Guard #1
  • Connor Duffy as Polygraph Technician

Recurring themes[]


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  • 20/20 - The news program that Michael wants to watch with his son is called "Hindsight." And, as the old saying goes, hindsight is 20/20.
  • Atkins diet - The whole family, even George Sr. in prison, is on the Atkins diet in the episode, and many jokes are made about potatoes, bread, bananas, the glucose IV drip, as they are all carbohydrate foods. In the next episode preview, the family is eating waffles, cake, toast, bagels, muffins, and an array of carbohydrates after Lucille orders them all off the diet. Except Lindsay...
  • Liberty Leading the People - During the report on American troops making themselves at home in one of Saddam’s palaces, an American soldier is seen examining the censored Eugène Delacroix painting Liberty Leading the People (a black bar is painted over Liberty’s breasts).
  • Malcolm in the Middle - Maeby says Ann “barely had a face,” and calls her Annie McNoface. Alessandra Toreson, who plays Ann in this episode, played Malcolm’s girlfriend in an episode of Malcolm in the Middle where her face was never shown.
  • Middle-Eastern Culture - Lucile says that George Sr. would come from over-seas reeking of lamb, which is traditional in the Middle-Easter Culture. She also says that people would send figs (dates) in the middle of October which is common to eat during Ramadan, which would have taken place in October in which Lucile referenced.

Callbacks/Running Jokes[]

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  • "And a whole lot of love." - Lucille uses love as an excuse for committing a horrible deed, which she later uses again in "Development Arrested".
  • Attorneys: George Sr. replicates his despondency from the "Pilot", by putting his face in hand and stating that he has the "the worst (bleep)ing attorneys." According to the DVD commentary for this episode the audio is the same as that from the "Pilot".
  • Barry's secretary - Barry's gay secretary James Alan Spangler is seen at Tobias' book reading.
  • Barry’s secret life – In this episode, it is revealed that Barry frequents rest areas. It is implied that he performs sexual services in exchange for goods at these rest areas, and that he got poison oak there. This theory is supported by the second flashback to the rest stop, after Barry says he has to leave early because he has Lakers tickets, but doesn't specify how he got the tickets.
  • Bear - G.O.B. says that it would take "more than a heart attack to kill that old bear," referring to George Sr. The others begin to call George Sr. a bear. In "Visiting Ours", Lucille calls George Sr. a bear.
  • Freedom sign - The gay protester, first seen in the Pilot, holding the “Freedom” sign is seen at Tobias’ book reading.
  • Incest - Maeby kissing Annyong to make George Michael jealous mirrors the '"Pilot", when she kissed George Michael to get her parents’ attention.
    • Neither attempt is successful, as Lindsay and then George Michael both walk by her without noticing.
    • Annyong suggests they should kiss again, to teach everyone a lesson, just as George Michael did earlier.
    • Maeby’s jealousy over Ann suggests she may have feelings for George Michael.
  • "Is that a shot at me?" - Lindsay asks when Michael complains about nobody working, the same way Barry asks in "Altar Egos".
  • "I've made a huge mistake" - G.O.B. says this signature line after realizing how many problems Michael has to deal with as CEO of the company.
  • Shoddy Workmanship - The video from Iraq that shows a house remarkably similar to the Bluth's house shows a piece of handrail falling. In the opening scene of the episode in the Bluth's house the same piece of railing fell too.
  • Is Tobias gay? – More jokes are made at the expense of Tobias’ sexuality.
    • Tobias has replaced all the gender-related pronouns in his book reading with the masculine form only, including the "her" that refers to Lindsay in the dedication.
    • Tobias is oblivious to the fact that his book appeals only to the gay community.
  • Ian Roberts makes his first appearance as Dr. Fishman ("The Literal Doctor"), a doctor whose choice of words often gives the family false hope or, as in this episode, unnecessary grief.

Hidden/Background Jokes[]

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  • - Amazon sells Tobias’s book, The Man Inside Me, for $14.97. The site indicates that customers who bought the book also bought: Families with Low Self-Esteem, Caged Wisdom: Musings From Prison, Girls with Low Self-Esteem on VHS, and The Low-Carb Gay, Bi, and Transgender Diet by B. J. Zuckerkorn.
  • Mommy, What Will I Look Like? - According to the sign: “Easy one step process. Simply put your baby on our patented bed and snap, it’s done! In just moments you will receive a print of what [your] beautiful child will look like when he or she [...] Disclaimer: Not responsible for end results. For complaints, contact God at 800-555-[...]”
  • "Visiting Ours" - The hospital sign with “Visiting Hours” has the “H” missing. "Visiting Ours" was the title of an earlier episode.
  • Livres Aux Folles - The bookshop's name is "Livres Aux Folles", which translates roughly from French as "Books for the birds." This is probably a reference to The Birdcage, based on a French play and film, La Cage aux Folles.
  • One Flew Over the Cuckoo's Nest - According to a sign in the hospital, the resident nurse's name is "Ratchet." This is a reference to the character of Nurse Ratched in Ken Kesey's novel.

Foreshadowing/Future References[]

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  • For the first time, Maeby appears not only to be aware of George Michael’s crush on her, but also to have feelings of her own toward her cousin. This would become a major theme toward the end of Season Two and in Season Three.
  • Michael tells George Michael, “Pack your bags,” and the two are absent from the tag. We find out in "The One Where Michael Leaves" that they are absent because they are going to Arizona.
  • George Sr. admits that Lucille convinced him into the model home deal with Saddam Hussein, a possible hint into the revelation that Lucille was secretly the one controlling George Sr. and the business, as revealed in "Development Arrested".


→ See more quotes from "Let 'Em Eat Cake" at Transcript of Let 'Em Eat Cake.


  • The series had not yet been picked up for a second season, so introducing the ending sequence with “On the next season of Arrested Development” was a gamble. Similarly, the "On the next Arrested Development" segment was included in the "Pilot" before the show had been picked up.
    • Season Two's finale would also follow this running joke and end with "On the next season of Arrested Development," too.
  • This episode is titled "Let 'Em Eat Cake" (sometimes spelled "Let Them Eat Cake") because the whole family is on the Atkins diet and is not eating carbohydrates.
  • This episode marks the only appearance of Alessandra Torresani as Ann. In all future episodes, Ann is played by Mae Whitman. As with Marta, Toreson is referred to by fans as “Ann 1.0.” Ann would become George Michael's girlfriend in Season 2, and G.O.B.'s in seasons 3 and 4.
  • The "lost him" joke recalls a similar joke from the 1988 Highway to Heaven episode "A Dolphin Song for Lee, Part 2". When Mark Gordon inquires how cancer patient Lee is doing after her operation, the doctor tells him "I'm sorry, but she's gone." - only later clarifying to the grief-stricken Mark that Lee has been moved to a different room.
  • This episode is rated TV-PG-DLSV.


  • In the opening scene when Michael uses the remote to turn the TV off, the trim work of the entertainment center comes loose and swings into a speaker, knocking it from the wall onto the floor. A moment later Lindsay enters the room and as the camera pans back to Michael we can see over his shoulder that the speaker is back on the wall. According to the DVD commentary the speaker was not meant to fall down, explaining why it would be set back up between scenes.
  • George Michael has a sandwich and a soda despite being on the Atkins diet when Michael approaches him to leave. According to the DVD commentary, this was a mistake.
  • When Tobias is walking down the street eating a corndog, the man behind him (to the camera's right) turns around to look at Tobias. In the next camera cut, the man is suddenly facing forward, only to turn around and look at Tobias again.
  • After Lindsay arrives at the hospital and embraces her mother, a boom mic pole can be seen briefly in the upper left corner of the screen.
  • When George Michael is meeting Ann and it cuts to a close-up on his face with the line "I gave them a joke,"   the audio and video are not synced.


→ See 99 pictures from Let 'Em Eat Cake at Images from Let 'Em Eat Cake.

Episode Clips[]


1. "Pilot"
2. "Top Banana"
3. "Bringing Up Buster"
4. "Key Decisions"
5. "Charity Drive"
6. "Visiting Ours"
7. "In God We Trust"
8. "My Mother, the Car"

  9. "Storming the Castle"
10. "Pier Pressure"
11. "Public Relations"
12. "Marta Complex"
13. "Beef Consommé"
14. "Shock and Aww"
15. "Staff Infection"
16. "Altar Egos"

17. "Justice Is Blind"
18. "Missing Kitty"
19. "Best Man for the Gob"
20. "Whistler's Mother"
21. "Not Without My Daughter"
22. "Let 'Em Eat Cake"

Season OneSeason TwoSeason ThreeSeason FourSeason Five