Meanwhile, Malcolm's new teacher (Chris Eigeman), a former Krelboyne student, sets up a new ranking system, causing the students to suffer a breakdown and increased paranoia, turning them against each other, until Malcolm develops up a scheme.
- Jane Kaczmerek as Lois
- Bryan Cranston as Hal
- Christopher Kennedy Masterson as Francis
- Justin Berfield as Reese
- Erik Per Sullivan as Dewey
- Frankie Muniz as Malcolm
- Daniel von Bargen as Commandant Spangler
- Chris Eigeman as Mr. Herkabe
- Craig Lamar Traylor as Stevie
- Evan Matthew Cohen as Lloyd
- Kyle Sullivan as Dabney
- Mary Pat Gleason as Woman
- Victor Z Isaac as Kevin
- Bryan Burke as Gus
- Kristin Quick as Flora Mayesh(uncredited)
- This episode directly continues the events of the episode Houseboat, but only for Francis' story arc.
- Francis cuts off Commandant Spangler's other hand, giving him two hook hands.
- Following the disappearance of Caroline Miller, former Krelboyne Lionel Herkabe becomes their new teacher, making his first appearance in the series. Also, Kevin replaces the role of Eraserhead as one of the Krelboynes in Malcolm's friend circle.
- List of Krelboyne rankings and their exact grades:
- On the original airing of this episode, Lois says to Francis, "you've been nothing but a problem since the day you were born." This was removed from all future broadcasts. However, that exact same line was used word for word in the episode "Hal's Birthday."
- Mr. Herkabe refers to Malcolm as number 1 to the 11th when he is at the top of the class, but the number 1 raised to any power is still one.