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Queen B.

"Queen B."
Directors: Mitch Hurwitz & Troy Miller — Writer: Dean Lorey & Richard Rosenstock — Aired: May 26, 2013 — Icon-image      

"Queen B." is the tenth episode of Arrested Development's fourth season.

Lucille finds that her children have already started divvying up her things and adjusts to her new home.


As the SEC chased Lucille down on the RMS Queen Mary, Lucille got the Hot Cops to shovel coal in the engine room while she steer the boat out to sea. Buster fell overboard but she kept going until Lucille Austero called her and mocked her about her arrest. Due to "sea rage" Lucille decided to turn the boat around to have the last laugh against Lucille 2, but the Queen Mary capsized. At the harbormaster's lodge, Lucille came up with her testimony — that she was turning around to rescue Buster. 

4x10 Queen B

Lucille and Barry at her trial.

Days later she returned home and lived with Buster for three months until her arraignment where nobody showed up but Barry and Lucille 2. Unable to use her sob story of wanting to rescue her son, she questioned Lucille 2 but the women's passive aggressive jabs eventually just turned into aggressive taunts. Lucille was sent to the Orange County Correctional Facility L.I.T.E. — a luxury white collar prison. George visits and offers her protection in prison via China Garden's aunt Olive Garden. Lucille joins their Triad gang and gets them to invest in the wall. Years pass and no progress is made on the wall so the Triads try to get Lucille killed with a noodle shank. She meets with George who promises he will convince Michael to sign away his rights to the Bluth Company so they can build a fake wall to trigger a government payment. He sends Lucille a video of him driving around a Hal & Burton's Frozen Goat Cream silo.

4x10 Queen B

Gene Parmesan surprises Lucille at Austerity

Upon seeing the inmates and guards of her prison have begun divvying up her belongings, Lucille calls Austerity and gets herself admitted to rehab. Tobias is her counselor and although she refuses to talk in session, she sits and stares at him every session. When Argyle Austero suggests to Tobias that Fantastic 4: An Action Musical needs a villain, Tobias writes the part during his session with Lucille who thinks he is insulting her. She nearly breaks down and cries and he interrupts her. She agrees to audition for the part because she wants to use the performance at Cinco de Cuatro to flee to the sea. Oscar calls Austerity looking for "Lucille 2", his current flame, but at Austerity Lucille Bluth is "Lucille 2" and he agrees to flee with her on the night of Cinco, but Lucille thinks he is George.

Michael visits and he signs away his rights to the Bluth Company and Lucille signs away her rights to the Untitled Michael B. Project. Michael tells her that he suspects G.O.B. is "the other man" Rebel is seeing and Lucille suggests he use Gene Parmesan to be sure. During Fantastic 4 rehearsal Lucille insults DeBrie and shatters her confidence. On the night of Cinco, Lucille runs into George who admits that he and Oscar have both been seeing her and that he has lost his sex drive. She demands a real divorce from him. Oscar then arrives and agrees to abscond with her but Lucille notices a Lucille Austero sticker on him and pushes him away too. Tobias arrives, needing someone to replace DeBrie as Sue Storm in the musical and tells her "you're not the villain". Lucille thinks he is saying this as her theralyst and agrees that she is just misunderstood and is mean as an act of self-defense. 

4x10 Queen B

Tobias tells Lucille "you're not the villain"

Lucille walks away to make one last stop before Fantastic 4: An Action Musical performs. At the same time, a bloody stair car is shown and Lucille Austero has disappeared. At the same time, Marky Bark and Tobias explode in their boat, having placed the wrong luggage on the Herbert Love float.


Main Cast
  • Amy Hill as Noh
  • Suzanne Whang as Olive Garden
  • Bobby Lee a Mrs. Oh
  • Peter Giles as RAPHOCWCPS narrator
  • Dana Powell as Crab shack worker
  • Maggie Rowe as Minni Fourgerer
  • Daisy Galvis as Chona
  • Nicole Miller as Partier

Recurring themes[]


  • Liza Minnelli's entertainment career
    • The Sterile Cuckoo - Lucille 2 was called a sterile cuckoo bird by Lucille Bluth.  The Sterile Cuckoo was one of Liza Minnelli's first films.
    • Bob Fosse - Lucille Austero's clinic contains a poster of Bob Fosse. Fosse directed the film Cabaret, for which Minnelli won an Oscar for best actress. He also produced and directed the television concert, Liza with a "Z", which she starred in.
  • Olive Garden - Lucille says that she got China Garden's aunt Olive to offer them "unlimited bread". The restaurant Olive Garden is known for offering unlimited breadsticks.

Callbacks/Running Jokes[]

  • Gangie - Lucille is upset that one of the guards compares her to Gangie (a monster from the fictional horror movie that Maeby had produced called "Gangie"). The irony of this situation is that the monster is actually based on a picture Maeby took of Lucille after undergoing a face-lift years earlier.
  • Is Tobias gay?
    • Lucille tells Tobais: "That suit looks very hetero on you."
    • Lucille tells Tobias that he is as swishy as Ryan Seacrest.
  • I don't know what I expected - Michael finds a dead dove in a bag labeled "Dove (bar) do not eat", just as he did in "Top Banana", and says, "I probably should have expected that."
  • Love Each Other - The message is taped onto the feet of one of G.O.B.'s dead doves.
  • No Touching - Lucille's prison has "NO TOUCHING" signs visible in the dayroom.
  • Noodle Stab - Lucille is threatened with a prison shiv made of a sharpened dry noodle. George referred to his limp erection during sex as a "noodle stab" in "Borderline Personalities."
  • Afternoon Delight - The narrator states that Oscar went to visit Lucille 2 for an "afternoon delight"
  • Gene Parmesan - Lucille screams on being surprised by Gene, whose entire disguise consists of the letters "ARY" being taped over his "GENE" name badge to make it "GARY".
  • Motion sickness - Gene gets nauseous when he tries to look through binoculars while the car is in motion, just as Buster does in "Double Crossers".
  • You're out of the marriage - Lucille's announcement to George that she wants a real divorce echoes the way Michael tells multiple family members, "You're out of the movie."
  • Ostriches - There is an ostrich piñata hanging on the stall behind Lucille and Tobias when they run into each other at Cinco.
  • Don't want to be invisible - After Lucille mistakes Tobias recasting her from villain to Invisible Girl for a metaphor about her personality, this line from the Fantastic Four musical plays in the background.
  • Matching suitcases - Marky Bark blows up the boat that he and Tobias are aboard instead of the Love boat due to a mix-up with Tobias and Lindsay's matching suitcases from "Indian Takers".
  • Michael's bribes: Michael tries to bribe Rebel Alley's son Lem with a Dove bar in order to find out about her other boyfriend. Michael also tried to bribe Marta's son with a piece of cake in "Marta Complex" to find the identity of Hermano.√Lucille: "That suit looks very hetero on you."

Hidden/Background Jokes[]

  • Chicken Dan's - Gene Parmesan works a second job at this restaurant, which sounds a lot like "chicken dance." Michael tells him that Chicken Dan's is embarrassing (the chicken dance is embarrassing, which is true of both the dance at weddings and the bad chicken impressions that the Bluths do).
  • Lucille's Number - Lucille's prison number is 07734 - which is "hello" spelled backwards in "numeric" form.
  • Tobias' West Side Story Reference - "It would be like having a play with all Sharks and no Jets". David Cross' father in law is Russ Tamblyn who played Riff- leader of the Jets in the 1961 movie.

Foreshadowing/Future References[]

  • Michael's shameful night at Cinco - Michael says to Gene Parmesan: "Chicken Dan's? That's embarassing."
  • Who killed Lucille 2? — Lucille 2's crime scene is seen for the first time.
  • Saltines — Several vodka bottles are hidden in Lucille's box of saltines. The same is seen later in "Off the Hook".

In Comparison to the Remix[]

In the chronological re-cut of season 4, footage from Queen B. is used in 11 different episodes. The original cut of Season 4 is slightly longer than the re-cut version. Because of this, various lines of dialogue and sometimes even scenes are cut. These changes, as well as which scenes appear in which remixed episode, are listed below:

  • Jade Dragon Triad on TV (4x14 What Goes Around)
  • On the Queen Mary and at the coast guard's office, cut dialogue in italics (4x1 Re Cap'n Bluth)
    • Lucille: Coming about. Coming about. Coming about, boys!
    • John Beard: But then the Queen changed course, heading back to shore, before crashing into the jetty in what can only be described as a "sail-past" gone wrong.
    • Lucille: Tell them what I did. (winks) The truth.
    • Buster: Bring her back! Come on- uh…
  • At the penthouse (4x4 Just Deserters, 4x2 Three Half Men)
    • Lucille: Ha! This is the same scene […]
    • Lucille: (laughs) Made a pun! Even in this time of stress.
    • Man: (on TV) ...and I’m just, I'm covered with glue, and I'm, like, "This is a hot mess!" It’s…
  • Family meeting at the penthouse (4x1 Re Cap’n Bluth, flashbacks in 4x5 A Trial Run)
  • Day before the trial (4x4 Just Deserters)
    • Lucille: Just don’t understand why I can’t sleep in my own bed […]
    • Narrator: Actually, they'd claimed those things years earlier when she was having a sun spot checked. But she was right to worry about the turnout for the trial.
  • The trial (4x5 A Trial Run)
    • Judge Kornzucker: Does the defense have a witness they'd like to call?
    • Narrator: The judge kept Lucille on ice while she awaited the verdict.
  • Lucille arrives at prison (4x6 The Parent Traps)
    • This exchange is cut shorter:
      • Receptionist: Also, if you're sexually assaulted by a guard...
      • Lucille: A $20 gratuity is appreciated?
      • Receptionist: (laughs) No, but press seven on your phone.
  • Lucille & George Sr. at prison (4x14 What Goes Around, flashbacks in 4x18 Turning on Each Other)
    • This exchange is cut:
      • Lucille: You missed my trial, George. How could you?
      • George, Sr.: I told you I was sorry. I was unconscious on the sweat lodge floor. I lost two days.
    • This exchange is cut too:
      • Lucille: And I'm not going to fake having some sort of, I don't know, alcohol problem just so that sterile cuckoo bird can laugh at me.
      • George, Sr.: I figured. Okay.
  • Lucille, the prison gang, and the wall (4x14 What Goes Around)
    • This exchange is cut:
      • Lucille: We just need to get Michael to sign a release. He sold his shares, but he could still claim that he deserves a piece. Or worse, find out and blow the whistle. Where the hell did we go wrong with that kid?
      • George, Sr.: Probably where we went wrong with the others, I don't know...
    • This exchange is cut:
      • Narrator: But the change in the economy led the government to put the wall project on hold. And as the months passed and the Chinese saw no progress on the wall, tension mounted.
      • Mrs. Oh: What?
      • Narrator: And Lucille was getting more controlling.
  • Lucille is visited by George Sr. again (4x14 What Goes Around, 4x18 Turning on Each Other, flashbacks in 4x21 Cinco de Cuatro II)
    • This exchange is cut shorter:
      • Lucille: We've got to make this wall work, George. We know Lucille 2 will oppose it. We just have to make sure Herbert Love does.
      • George, Sr.: Oh, don't worry. That's why I asked Michael for help.
      • Lucille: Michael? What are you bringing Michael into this for? The only thing he should be doing is signing over his rights to the company.
      • George, Sr.: I asked him to do this as well.
      • Narrator: He made it a condition of the now four-favor family pact.
      • George, Sr.: He's doing it, he's doing it. Will you please relax?
    • Lucille and George Sr.'s conversation is in 4x14 What Goes Around (and is also in 4x6 Double Crossers in the original cut). Only the narrator's uncut line above is used in 4x18 Turning on Each Other.
  • Michael & George Sr. make a four-favor pact (4x18 Turning on Each Other)
    • This exchange is cut:
      • George, Sr.: Will you do this, Michael?
      • Michael: Yeah. But I get to make you look bad in the movie.
      • George, Sr.: Okay.
      • Michael: Should we settle up?
      • George, Sr.: All right. Who owes what, what to who?
      • Michael: I want this first...
  • George Sr.’s video (4x15 Locked and Loaded)
    • George Sr.:  We have mile and, and miles of wall. Uh…
  • Lucille notices her prison belongings have names on them (4x18 Turning on Each Other)
  • Lucille calls G.O.B. then Austerity (4x15 Locked and Loaded, flashbacks in 4x18 Turning on Each Other)
    • Lucille doesn’t tip out a phone and vodka bottles from a box of no-saltines to make a call.
    • Lucille's response is cut:
      • G.O.B.: Although he is working in the rehab where Lucille 2 is.
      • Lucille: He is?
    • Lucille: Hi, Lushille for Lushille 2 pleashe. (sighs) Fine, Lucille Austero.
  • Lucille & Tobias in the therapy sessions(4x18 Turning on Each Other)
    • This exchange is cut:
      • Lucille: You look as swishy as Ryan Seacrest.
      • Tobias: Ryan Seacrest is straight.
      • Lucille: And I'm 40!
    • This exchange is cut:
      • Lucille: Dialog? If you don't release me, you've heard the last I'm going to say to you in these sessions.
      • Tobias: Fine, but you will have to sit with me for the full session. Every single session. Now, Lucille, I can't make you talk. But you know what I can do? (silence) Hmm? (silence) Okay, I can't trick you into talking, either.
    • This exchange is cut shorter:
      • Lucille: I'm in.
      • Tobias: Really? [...]
  • Lucille auditions (cut scene)
    • This scene is cut from the remix:
      • Narrator: But, of course, he would make her audition. So Lucille wrote a song from the heart.
      • Lucille: (singing) My children despise me, my husband defies me, it doesn't surprise me - the hell with them all! I'll put up a wall! You think I'm a villain, a villain I'll be - my heart is in pain, I just want to flee... from me!
      • Tobias: Wonderful.
      • Argyle: Terrifying.
      • Tobias: Isn't she? Betty, you can leave. Lucille, would you please stay?
  • Lucille gets a call from Oscar (4x18 Turning on Each Other, flashbacks in 4x20 Cinco de Cuatro I, 4x21 Cinco de Cuatro II)
    • Oscar: May not have a lot of time, but, uh, […]
    • Oscar: Okay, okay.
    • Donnie and Rocky Richter no longer appear as an example of brothers colluding.
    • This exchange is cut:
      • Lucille: After Cinco.
      • Oscar: Cinco?
      • Lucille: Just get a boat ready. We'll make our getaway.
      • Oscar: So, not... not today.
  • Lucille & Michael at the prison (4x18 Turning on Each Other)
  • Michael at Rebel Alley's house (4x18 Turning on Each Other)
    • Housekeeper: Is... too big.
    • Michael: Getting excited about Cinco? Your Cinco, not ours.
    • Michael: Rules are meant to be broken, huh?
    • Michael: (on whether they have Dove bars) We do. Look at that.
  • Lucille & Michael at the prison, continued (4x18 Turning on Each Other)
    • Michael's response is cut:
      • Lucille: I thought he was that guy!
      • Michael: Hmm.
  • Michael driving with Gene Parmesan (4x18 Turning on Each Other)
    • This exchange is cut:
      • Gene Parmesan: No, no, sometimes the old ways are the... (gags)
      • Michael: Hey.
      • Gene Parmesan: You, you better pull over.
      • Michael: All right, hang on.
      • Gene Parmesan: Pull over!
  • At rehearsals (cut scene)
    • This whole scene is cut:
      • Narrator: […] Lucille was working on her tap dancing.
      • Tobias: (singing gruffly) You look down on Thing, but that is 'cause you haven't heard me sing... (lifts off mask)
      • Lucille: Hey, ex- excuse me. Excuse-
      • Tobias: (singing) When I was a little bitty boy-
      • Lucille: Excuse me.
      • Narrator: Correction - her tap dancing...
      • Lucille: She missed a step. Tell her she missed a step. She can't do it like that.
      • Narrator: ...on people's feelings.
      • Tobias: Oh, uh, DeBrie, you might have missed a step, so...
      • DeBrie: Sorry, I think I might... I hurt my... leg. And so, I need some Tylenol with codeine. Or maybe a little morphie morph.
      • Tobias: No, DeBrie, come on. Don't you want to get back on that horse?
      • DeBrie: Even better!
      • Narrator: She was the best villain casting since Shirley MacLaine in Gangie 4. […]
  • At Cinco de Cuatro (4x21 Cinco de Cuatro II, flashbacks in 4x22 Cinco de Cuatro III)
    • Lucille: Filling in? As in, visiting me?
    • George, Sr.: But not for sex. I just don't have the tiger in my tank anymore. Maybe I do need a vacay.
    • George, Sr: (when Lucille wants a divorce) Lucille?
    • Lucille: You should get an Oscar for your portrayal of George in "Screw the Oblivious Sister-in-law".
    • This exchange is cut:
      • Oscar: No! That's not true. I love you. I don't know if it's the maca, I've just been so randy lately. But you're... You... You're my kind of Lucille.
      • Lucille: Get away from me, you liar.
    • Tobias: Do you want to change into the wig-? Are you-?
    • The Invisible Girl song no longer plays through Lucille’s realisation.
  • The Love Boat bomb (4x21 Cinco de Cuatro II)
    • Marauder: Bomb!
    • Party people: Party! Party!


Lucille: Thank you so much for coming to be my witness. You're such a large shareholder... Oh. I've made a pun!

Lucille 2: Oh, how could I not do it for my oldest friend? Oh! Now I've gone and done a double.

Lucille: A double. Like your pre-surgery chin.

Lucille 2: Or your post-breakfast drink.


Lucille: We just need to get Michael to sign a release. He sold his shares, but he could still claim that he deserves a piece. Or worse, find out and blow the whistle. Where the hell did we go wrong with that kid?

George: Probably where we went wrong with the others, I don't know.


Tobias: This woman is a villain.

Lucille: You think I'm a villain too? My children are all waiting for me to die so they can divvy up my stuff, my Chinese gang mates were getting ready to noodle stab me, and even one of the guards called me "Gangie," and he was talking about the monster movie. He thinks that horrible monster looks like me. So fine, you want to call me a villain, I accept it! I'm your villain!

Tobias: Uh, actually I was writing down a casting breakdown for the role of Lucia for my Fantastic Four musical.


→ See more quotes from "Queen B." at Transcript of Queen B..



→ See 105 pictures from Queen B. at Images from Queen B..

1. "Flight of the Phoenix"
2. "Borderline Personalities"
3. "Indian Takers"
4. "The B. Team"
5. "A New Start"

6. "Double Crossers"
7. "Colony Collapse"
8. "Red Hairing"
9. "Smashed"
10. "Queen B."

11. "A New Attitude"
12. "Señoritis"
13. "It Gets Better"
14. "Off the Hook"
15. "Blockheads"

Season OneSeason TwoSeason ThreeSeason FourSeason Five