Arrested Development Wiki
Arrested Development Wiki


Directors: Lev L. Spiro — Writer: Ron Weiner — Aired: November 7, 2005 — Icon-image      

"Notapusy" is the fourth episode of Arrested Development's third season.

Michael enters a father-son triathlon with Steve Holt; Maeby dons a disguise to compete in the Miss Inner Beauty pageant while her parents coach other entrants; George speaks to at-risk youths, and Buster tries to recruit one to replace him in the Army.


Michael Bluth is on his way to the office when he sees something he wasn't used to seeing before lunch: his sister, Lindsay. She has recently taken a job with the Bluth's lawyer, Bob Loblaw, as his nanny, hoping he will give her a free divorce and then marry her. However, it seems that Bob's devotion to his daughter Hope is getting in the way of her plans. Michael suggests that in order to win over Bob, Lindsay should find something she's good at, and share it with Hope. At that moment, Michael notices that there is a message for him on the answering machine. It's from Rita, his new British girlfriend. She is waiting at the train station.

3x04 Notapusy (05)

Rita destroying evidence

Michael quickly leaves for the train station to meet Rita, who is receiving her train ticket from the man she was "working with". Michael, out of breath, goes up to Rita to find out where she was going and for how long. Not wanting to seem too attached, he tells Rita that he had been out for his daily run. Rita, it seems, is also athletic having won "a silver medal in the Olympics". Michael, embarrassed to be out of breath in front of an Olympian, covers by telling Rita that she "takes his breath away". Rita, charmed by Michael's romantic statement, tells him that he is a "pussy". Michael can't believe it. What he doesn't know is that she meant it in the "British" sense of the word: sweet or gentle, like a pussycat.

With his masculinity having been questioned, or so he thinks, Michael returns to the model home to spend some time with his son, doing "guy stuff". George Michael, however, has other plans for the day. He had planned to on going fabric shopping with his girlfriend Ann. Ann is planning on entering the Miss Inner Beauty pageant at the upcoming state fair, which due to a lack of funds is now going to be the "Church and State" fair. Maeby, who had taken part in several "progressive" beauty pageants as a child, enters the kitchen and informs Michael and George Michael that there is no such thing as an "inner beauty" pageant. She believes that the girl with the best looks always wins.

3x04 Notapusy (01)

Lindsay flirting with Bob Loblaw

Tobias then enters, inexplicably dropping the mirror he had been admiring his new hair plugs with. Lindsay, still looking for a way to win over Bob Loblaw, decides that coaching his daughter, Hope, in the pageant would be the best way to get Bob into bed. Tobias also sees it as a way to gain some respect, but from Lindsay. If he could get a certain young lady to enroll in the pageant, he thinks Lindsay would respect him more. Maeby assumes that she is the young lady Tobias had in mind, but it's actually Ann that he has hoped to coach.

G.O.B. arrives as Michael is cleaning up the mess from Tobias' mirror, and informs Michael that Steve Holt would be coming by the model home at any minute looking for him. Steve is G.O.B.'s son, but G.O.B. avoids him at all costs. Steve wants to enter the Father-Son Triathlon at the fair with G.O.B, but G.O.B is busy judging the pageant and doesn't want to waste time with his son when he could be picking up one of the contestants. After Steve told Michael that only a "pussy" would have a hard time competing in the triathlon, Michael agreed to compete with Steve and prove to Rita he was athletic. Unfortunately for Michael, G.O.B. is watching the conversation from outside the model home and plans revenge on him for "stealing his son".

3x04 Notapusy (44)

Training montage

Michael and Steve begin training for the triathlon. Maeby decides to sign up for the pageant, albeit, as her wheelchair-bound alter ego, Surely. Her plan was to prove that although they claimed to celebrate inner beauty, Surely's physical disabilities and general lack of conventional beauty would prevent the organizers of the pageant from allowing her to compete. She is wrong: the organizers are more than accommodating of Surely's disability.

Back at the penthouse, Lucille is meeting with Bob Loblaw to figure out a way to keep Buster out of the Army. Bob suggests that Buster take advantage of the Army's "one-in, one-out" program, in which Buster would be relieved of duty as soon as he could recruit someone to take his place. Michael, having forgotten about the meeting, arrives late and drenched in sweat from his training with Steve. Bob informed Michael that his father, George, had been getting bad press for his previous escape attempts, and that he should do some volunteer work to make himself look better. George, in the next room over, is being spoken for by his surrogate, Larry Mittleman, but is all for it. Bob suggests that George take part in a "Startled Straight" program designed to turn "at-risk male youths" away from criminal behavior. George decides to do it, and Buster realizes that "at-risk male youth" is an acronym for "ARMY";  he may have found a way for someone to take his place. Michael is unsure that his father is right for the "Startled Straight" program, but says he will look into it while he is preparing for his triathlon. George cautions Michael about participating in the triathlon, saying that "people lose control of every bodily function" and that Michael is not fit enough to participate in it. This scares Michael.

3x4 Ann camel

Ann with camel-in-tow

Meanwhile, Tobias, Ann, and George Michael are working on Ann's act for the talent portion of the pageant. Unfortunately, Tobias and George Michael had conflicting ideas as to what Ann needs to do to win. George Michael is afraid that Tobias' idea of having Ann sing a disco song featuring the word "hump" to camel was too racy, but Tobias feels Ann could not win without using sex appeal, or with George Michael as her coach. Ann then asks George Michael to give her some space.

Michael returns to the model home from another training session with Steve, to find George Michael looking upset. George Michael informs him that Ann didn't want him around during the pageant, so he suggests that the two could go to the fair and do some manly stuff together. But Michael has already signed up for the triathlon with Steve, whom he thought to be more manly than his son.

The next morning, Michael wakes up sore from his training, only to find his bicycle handlebars, covered in grease, lying next to him in bed. This seems to be how G.O.B. gets revenge on Michael for "stealing" his son. While Michael travels to the fair, Hope Loblaw takes the stage in the talent portion of the pageant to sing a song that Lindsay had penned for her. Ann is the next contestant, and she sings "We Three Kings" while towing a camel.

When Michael finds Steve, he is still sore, but Steve has a solution. He gives Michael "Oxy-Incontinent" pills, which Steve believes to be pills filled with oxygen, that prevented you from becoming incontinent. They were actually OxyContin pills, which have a similar effect to morphine. It doesn't seem to matter to Michael, he just wants to impress Rita. Maeby, meanwhile, is in the midst of a question and answer session with the pageant's panel of judges. She is trying her hardest to get kicked out of the pageant, but each inartful response only impresses the judges more.

George arrives at the fair to speak to "at-risk male youth" with Buster, hoping to encourage them to sign up for the Army afterwards. What they don't know is that the fair had two "Startled Straight" tents — one to divert teens from a life of crime and the other, sponsored by the church, to prevent them from becoming homosexuals. Not realizing he is in the church tent, George gives a speech about the horrors of prison to a group of young, gay males, who don't give him the reaction he had hoped for. At the pageant, Maeby is experiencing a similar problem.

3x04 Notapusy (56)

Surely startled to be doing well in the pageant

Despite her best efforts, Maeby's alter-ego Surely has made it to the finals of the pageant, alongside Hope Loblaw and Ann. It looks like she is going to win, so Maeby decides to come clean. However, when she stands up from her wheelchair, the crowd mistakes it for a miracle, which increases her popularity and her standing with the judges even more.

Slightly dazed from the "Oxy-Incontinent", Michael arrived at the triathlon course with Steve, only to discover the event is actually intended for young children. Michael isn't happy, but feels sorry for Steve, so he decides to participate anyway. In the meantime, George Michael congratulates Ann on taking third place in the pageant. He tells her he was afraid that if she had come in first, she might have outgrown him. In actuality, Ann has outgrown him. She has met a man. George Michael is devastated. He feels he has lost his girl and his father because he isn’t masculine enough. He decides to sign up for the Army to prove just how much of a man he really is.

Michael and Steve are celebrating their "victory" in the triathlon, when Buster shows up to tell Michael that his son is signing up for Army. Michael, still tethered to Steve after the race, goes to stop his son from joing Army when he is noticed by Rita. He can't stop to talk and is too dizzy to walk, so Steve carries him to the tent where George Michael is about to enlist. At that moment, George, who has only managed to startle himself with his prison tales, exits the "Startled Straight" tent and decides to make a getaway. He is confronted by a difficult choice in getaway vehicles: the "popemobile" or a military grade Humvee. He chooses the one he thinks to be bulletproof; the "popemobile".

Michael convinces George Michael not to enlist, telling him he couldn't handle his son being in the army. Rita then appears, asking Michael if that was his son. Michael said "yes", and that George Michael was the most important thing in the world to him. This impresses Rita, who tells Michael that he is quite a man; a complete and utter "pussy".


3x04 Notapusy (08)

Bronwen Masters as Julia Adelaide

  • Phil Proctor as Rev. Bob Patterson
  • Jamie Kennedy as Himself
  • Nathalia Ramos as Hope Loblaw
  • Marcy Goldman as Fran
  • Donald Bishop as Pope Impersonator
  • Byron Washington as Army Sergeant
  • Tory Brett Howard as Teen boy #1

Recurring themes[]

3x04 Notapusy (46)


  • The Godfather - Michael finding his detached bicycle handlebars in his bed references a scene in The Godfather, in which a film executive awakes to find a decapitated horse head in his bed.
  • Ironman Triathlon - When George is lecturing Michael about the dangers of a triathlon, a video of Chris Legh is shown. Chris Legh pushed his body to its limits in the 1997 Ironman triathlon, losing control over his motor skills.
  • Iraq War - When Steve Holt and Michael are training for the triathlon, Steve Holt shouts a series of malapropisms that reference common sports training slogans (e.g., "There's no 'I' in 'win'"). One of these is "no blood, no oil," a reference to the slogan used to protest the Iraq War, "no blood for oil."
  • 3x04 Notapusy (33)
    The Jamie Kennedy Experiment - Jamie Kennedy, G.O.B., and Maeby are all “X”ed in the fashion of the show The Jamie Kennedy Experiment where the “X” represents the victim of a prank.
  • Nicole Kidman - Jamie Kennedy purchases the nose that Nicole Kidman wore in the film, The Hours, for Maeby, at an auction so she can disguise herself as Surely Woolfbeak (using the nose for Virginia Woolf).
  • Olympic Games - As Steve Holt shows Michael a father-son triathlon course, one of which consists of five paddling pools, judging by the camera angle, they resemble the Olympic rings. Triathlon is also an Olympic sport.
  • OxyContin - Steve gives Michael a pill he calls "Oxy-Incontinent," but is actually OxyContin, a pain killer similar to morphine and heroin.
  • 3x04 Notapusy (64)
    Popemobile - George steals a fake replica of the Popemobile to make his escape from the state fair even though there is a military Humvee parked next to it. Although it is well known that the Popemobile is bullet-proof, it turns out that the replica in this episode isn't. His preference for the Popemobile is a reference to the concerns over lack of armor on US Humvees in Iraq.
  • Scared Straight - The government's "Startled Straight" is a reference to the real-life Scared Straight program, in which juvenile delinquents are introduced to actual convicts, in an effort to end their criminal ways.

Callbacks/Running Jokes[]

  • Bleeps - Words such as "pussy" and "fag" are deliberately bleeped in this episode, even when they're used in non-offensive context. The former, however, is unbleeped once in the "film clip," and the word "pussycat" is never bleeped or blurred. The Narrator even points out that a bleep intrudes on what would have been an otherwise "nice moment."
  • Come on
    • Lindsay says, "Come on" when she tells Michael of her efforts to get Bob Loblaw.
    • G.O.B. delivers a weak "Come on" when Michael refuses to lie to Steve Holt.
  • 3x04 Notapusy (12)
    Cowering - Throughout this episode, George Michael (and Tobias) turn around and cower when an object is thrown at them. George Michael later does this again in "Exit Strategy".
  • Hey - Buster greets Steve Holt with “Hey, possible nephew.”
  • Skill Crane - Buster loses his prosthetic hand in the skill crane he is first seen playing in "Afternoon Delight".
    • When Buster loses his hand to the skill crane, he says "There goes number three." This is a reference to the three hands, one real, two prosthetic, that Buster has lost (that we know of). Also, this is used as an explanation for why Buster continuously switches between his prosthetic hand and his hook.
  • Statue - The statue of a child holding the hand of his father appears again, first shown in "The Cabin Show". However, it has moved locations. In "The Cabin Show" it was at the S.A.D. Reunion Center next to a bench, but in this episode it is in a park across from a school and the nearest bench is about 30 feet away. The statue may be a reference to 'Andy and Opie ', the statue of Andy Griffith and Ron Howard in Mount Airy, NC, where a young Ron Howard gazes up while holding Andy's hand.
  • 3x04 Notapusy (26)
    Steve Holt! - Steve announces himself at the door of the model home after knocking on it. He also shouts "Uncle Mike!" when they agree to train for the triathlon.
  • Swallowed Key - G.O.B. attempts to retch out a key, as previously seen in "Key Decisions" and "Spring Breakout".
  • Is Tobias gay?
    • Tobias says that he'll "show them a little T and A."
    • Tobias says about Ann, "Within her lies a queen. Let me out that queen."
    • When helping Ann with the inner beauty pageant, Tobias tells her "You need to decide whether you want a man or a boy. I know how I'd answer."
  • "You're drunk" - George, through the surrogate, dismisses what Lucille says because she's drunk. Oscar does the same in "Out on a Limb" and "Righteous Brothers" when she accuses him of revealing to Buster that he is Buster's real father.
  • "Still doing that?" - After George Michael turns his back away as his father tosses him a glass, Michael says "Still doing that, huh?" in reference to the home videos of George Michael's previous attempts at sports. Michael similarly (although much more upset) asks George Michael "You're still doing that?" in "The Immaculate Election" when he finds out that his son still practices light saber moves a-la the Star Wars Kid.

Hidden/Background Jokes[]

  • Lettuce Prey - G.O.B. says "Let us pray" under his breathe when Maeby reveals herself from her Shirley disguise. He may have been freaked out because he tries to flirt with all the contestants and did not realize she was his niece at first.
  • 3x4 Ann
    Annabelle - Michael tells George Michael that he remembers Anne as Annabelle, because "her body’s kind of shaped like a... She’s the belle of the ball." George Michael tells him that her name isn't Annabelle. At the inner beauty pageant, the MC calls Anne "Annabelle Veal."
  • Army
    • Buster realizes that "at risk male youth" is an acronym for "ARMY" and the Narrator adds that the it is "a recruiting pool the government had been fishing for years."
    • After Ann breaks up with George Michael, he is faced with a decision: two tents labeled "God Welcomes You" and "Join the Army." When he enters the Army tent he sees that the two entrances lead to the same place.
      • The religious tent is advertising free sports bottles, and the Army one is advertising free hats. When George Michael enters the tent, some sports bottles and hats are seen on the Army recruiter's table on their respective sides.
  • A Thoroughly Polite Dustup - Tony Hale, who plays Buster, appears as "Reggie", the British soldier, in the footage from A Thoroughly Polite Dustup. The actress who will later play Adelaide, Buster's love interest and nurse while he is in a "coma," appears as the war nurse in this clip. The two will repeat this scene, almost verbatim, as their regular characters in the episode "Exit Strategy".
    • Reggie's left hand is wounded in the footage; a reference to Buster having lost his left hand.
    • Maeby tells Jamie Kennedy that, even though he purchased Nicole Kidman's fake nose from the film The Hours for her, she would not put him in her remake of the film.
  • Bad Pope - After the contest you can see the fake pope drinking a beer in the background and mingling with the Rabbi judge and other people.
  • 3x04 Notapusy (23)
    Certificate - According to the “Accredited Pageant Judge” certificate, G.O.B.’s Celebrity Status is “Local/C”; his “Area of Expertise” is “Outer” and “This document has no meaning.”
  • Fag - The word that also had a different meaning in Britain is “fag” (which means "cigarette" in Britain; in America, "fag" is a derogatory slang term for a male homosexual).
  • Miss Inner Beauty - The flashback to Maeby's 'inner beauty' pageant shows the winner wearing a sash which says "Miss Natural Beauty."
  • 3x04 Notapusy (16)
    • The Los Angeles Times, dated September 19, 2005, the date of the season 3 premiere, has a headline “No Fair!” and the subheading “Blue State in the Red.” Oddly enough, the text of some of the article discusses a murder case.
    • The Church and State Fair is a jab at the separation of church and state, a concept also tackled in "Justice Is Blind" with the Ten Commandments on the courthouse lawn.
    • The News Testament has a headline “Jesus Saves — Fair” with the subheading “Church and State Together... An Integration We Can All Get Behind.” The caption in the photo says "Robert Patterson," a name related to the well known televangelist Pat Robertson.
  • Pope Impersonator - During the Inner Beauty Pageant, the first person to question Maeby mentions his name is "Pope Impersonator." Presumably, he drove the Fake Popemobile to the fair.
  • Property Destruction - When G.O.B. first enters the model home, he takes the broom from Michael and throws it in the room right next to him. We hear something break, and then the light goes out in that room. Also, Tobias breaks a vase when a broom is tossed to him by Michael.
  • Sign - The sign on the passenger-side door of the Popemobile says “Fake Popemobile.”
  • Song - The lyrics to Hope Loblaw's song (which Lindsay wrote) are "The Lord has a place but my body wants to go all state on you."

Foreshadowing/Future References[]

  • A Thoroughly Polite Dustup - This scene is mirrored in "Exit Strategy" where Buster tells his nurse, Adelaide, that he is going to Iraq.
  • 3x04 Notapusy (22)
    Hair Plugs - Tobias drops the mirror and says "That's been happening a lot lately," referring to his weakening strength, which we later learn is being caused by his Graft Versus Host.
  • G.O.B.'s Religious Girlfriend - We later learn in "Development Arrested" that the "religious girlfriend" G.O.B. began dating is actually Ann after the inner-beauty pageant. Several hints are made to it in this episode.
    • G.O.B. describes third-place pageant winners as "a little bit plain." Numerous shots at Ann's "plain looks" were taken in "Let 'Em Eat Cake" and throughout Season 2.
    • After coming in third, Ann breaks up with George Michael, telling him that she "met a man." The Narrator then says "It seems G.O.B. was right about what happens to third-place contestants."
  • Rita's secret
    • When Michael arrives at the train station, Rita is receiving instructions from her uncle Trevor. When Michael approaches Rita, she eats and swallows them before he sees them, leading the viewer to believe that she might be a spy - however, she in fact begins to nibble on the instructions before she even realizes Michael is there.
    • Rita mentions she won a silver medal in the [Special] Olympics, something that is again mentioned in "Mr. F" and "The Ocean Walker".
    • At the fair, Rita exits the men's/disabled bathroom. She then walks right into a wading pool.
    • Rita also "walks on water" in this episode, although it is a much shallower swimming pool than her final feat.
  • Lucille is the Mastermind - When Bob Loblaw asks George to be part of the Startled Straight demonstration, he says that he will just get large pictures of Lucille to scare the kids from doing crime. Then Lucille comes from the kitchen and give a look to George while music plays in the background. It is later revealed in "Development Arrested" that Lucille was the mastermind behind the many crimes of the Bluth Company. Also, Maeby uses her grandmother's image to scare viewers of her movie in "Making a Stand".
  • James Bond - Following "For British Eyes Only" and "Forget-Me-Now", the Bond-esque gun barrel ending and "Michael Bluth returns in..." can yet again be seen in this episode.


→ See more quotes from "Notapusy" at Transcript of Notapusy.


  • This is the third episode to feature Charlize Theron as Rita and Dave Thomas as Uncle Trevor. This episode contains their smallest roles out of the five episodes in which they appear.
  • This episode originally contained a subplot about Buster and Lucille trying to sign a family friend up for the Army.
  • The episode title is an homage to the 1983 James Bond film Octopussy, and refers to the fact that Michael tries to prove he isn't a "pussy" to Rita in this episode. Fans theorize that "Notapusy" had to be spelled with one S to avoid being censored.
  • In February 2006, NBC announced that Britney Spears would be appearing in an episode of Will and Grace, as the host of a Christian cooking show, and that the episode would feature a joke about "Crucifixins." The "Crucifixins" joke was previously used in this episode as well as in the season 12 Simpsons episode "I'm Goin' to Praiseland" (in reference to toppings at a church-run ice cream social) and caused a small controversy in online media.
  • This is Alia Shawkat's favorite episode. [1]
  • This episode's credits music is the "Balls in the Air" song from Steve Holt and Michael's training session. The song is a parody of rock songs from the 1980s such as "Eye of the Tiger," which were prominent in movie montages at the time.
  • The term "pussy" is described as a British term of endearment in this episode — actually, it means much the same in modern Britain as it does in the USA, though it was indeed a common British endearment during the first half of the 20th Century.


  • When Lucille and Bob Loblaw are discussing Buster's enrollment into the Army, the stenographer behind Bob is clearly only pretending to type - though in AD's defense, actors portraying stenographers never, ever know how to convincingly use a stenograph.
  • The statue of a child holding the hand of his father appears again, first shown in "The Cabin Show". However, it has moved locations. In "The Cabin Show" it was at the S.A.D. Reunion Center next to a bench, but in this episode it is in a park across from a school and the nearest bench is about 30 feet away.
  • When George reaches the fake Popemobile, he opens the door to its front seat. However, in the next shot, instead of entering the front seat, he's seen entering the bulletproof glass through its back door. (George never actually gets the door to the front seat open. He presumably goes to the back door because of this.)
  • Popemobiles have never had the steering wheel and pedals in the display area. This, however, is the Fake Popemobile.
  • In the scene where George Michael is about to join the army by hanging from the monkey bars, Michael grabs the clipboard from Buster, taking Buster's hook with him. When the camera backs away, we see the hook is reattached to Buster's arm.


  • Ann makes her first appearance in the third season. Although she is mentioned several times throughout Season 3, she wouldn't appear again until the finale, "Development Arrested".
  • Bronwen Masters appears as the nurse in A Thoroughly Polite Dustup, foreshadowing her future role in the show as Adelaide in "Fakin' It", "Family Ties" and "Exit Strategy".
  • This is Nathalia Ramos's first and only appearance as Hope Loblaw.
  • The character of Rev. Robert "Bob" Patterson, who is responsible for saving the state fair, is played by Phil Proctor of Firesign Theater fame.


→ See 69 pictures from Notapusy at Images from Notapusy.

1. "The Cabin Show"
2. "For British Eyes Only"
3. "Forget-Me-Now"
4. "Notapusy"
5. "Mr. F"

6. "The Ocean Walker"
7. "Prison Break-In"
8. "Making a Stand"
9. "S.O.B.s"

10. "Fakin' It"
11. "Family Ties"
12. "Exit Strategy"
13. "Development Arrested"

Season OneSeason TwoSeason ThreeSeason FourSeason Five