Penny's crush on a new boy at school has repercussions beyond her wildest dreams when she helps promote his music-sharing Web site. Penny is used as a tool to infect the whole world with a website marketing illegal free music downloads using the philosophy that "free music is our birthright."
- Kyla Pratt as Penny Proud
- Tommy Davidson as Oscar Proud
- Paula Jai Parker as Trudy Proud
- Jo Marie Payton as Suga Mama
- Tara Strong as BeBe & CeCe Proud and Puff
- Karen Malina White as Dijonay Jones
- Gedde Watanabe as Sir Paid-A-Lot
- Orlando Brown as Sticky Webb
- Soleil Moon Frye as Zoey Howzer
- Ray J as Mega
- Kevin Michael Richardson as Doctor Payne and Sergeant Snelly
- Aries Spears as Wizard Kelly
- Production wise, this is actually the third episode.
- Even though Zoey and LaCienega appear in this episode, they have no speaking lines.
- Oscar's angry facial expression is similar to the one from the episode "Pulp Boot Camp", except that his eyes are open and looking to the right.
- When Penny clicks on the mouse with Dijonay, her arm turns red as if she was wearing her normal clothes.
- When Penny comes downstairs, she is wearing her regular clothes.
- While watching the news bulletin, Oscar says that the Christmas lights are still up on the house. However, there are no lights on the house in the news bulletin, nor are there any lights on the house when they bring Penny home.
- At first, Wizard Kelly said that five cents was a lot of money to get. But later, when Sir Paid-A-Lot told him his salary was a million dollars, he was shocked. Thus, it is unclear if Wizard Kelly is a good guy or bad guy.
- A lot of this episode (the red and blue mouse, the white room, calling Mega "Morpheus") parodies the movie The Matrix.
- Rufus Thomas was a real famous R&B singer who was born in 1917 and unfortunately died two months after this episode aired.
- Sir-Paid-A-Lot character is parody of a famous rapper named Sir-Mix-a-Lot.
- EZ Jackster is an allusion to "EZ Nappster", a website that provided free music downloads.