Alli is willing to let go of Leo once and for all but how many chance can he get?
- This episode is named after the song, Barely Breathing by Duncan Sheik.
- This is Maya's second fight, since she fought with Tori Santamaria in Underneath It All.
- This marks the start of Alli and Leo's third relationship.
- This marks the start of Miles and Maya's first relationship.
- This marks the start of Maya and Zoë's second conflict.
- This marks the first appearances of Grace Cardinal and Neil Martin.
- Luke makes his first appearance in this episode since Ray of Light (2).
Regular Cast (Ordered Alphabetically)
- Craig Arnold as Luke Baker
- Luke Bilyk as Drew Torres
- Stefan Brogren as Archie Simpson
- Ana Golja as Zoë Rivas
- Nikki Gould as Grace Cardinal
- Demetrius Joyette as Mike Dallas
- Cory Lee as Winnie Oh
- Lyle Lettau as Tristan Milligan
- Eric Osborne as Miles Hollingsworth III
- Aislinn Paul as Clare Edwards
- Cristine Prosperi as Imogen Moreno
- AJ Saudin as Connor DeLaurier
- Olivia Scriven as Maya Matlin
- Melinda Shankar as Alli Bhandari
- Jessica Tyler as Jenna Middleton
- Mrs. Matlin: "How would you feel if people started spreading lies about your daughter?"
- Drew: "I already lost one brother this year... I can't lose another."
- Maya in her song about Zoë:
"You were a superstar, now you're a has been
Thought we were friends, but you were just acting
One day I'll watch you die, maybe in your sleep
Put you six feet under so you don't make a peep
Watch your back, you're dead with a capital D e e e e eeeee
The world will be a much better place with out you, Zo e e e e eeeee"
- Mrs. Matlin: "Suspended, Maya? For threatening a girl's life?"
Maya: "It was a song, do you really think I'm capable of murder?"
Mrs. Matlin: "You are grounded, obviously, which means no TV, and no internet."
Maya: "You don't get it do you? I was groped by a random jerk today and people look at me like I have a disease, and Zoë gets to go around laughing and flipping her hair going O M G!"
Mrs. Matlin: "You can't let them hurt you, you have to turn the other cheek!"
Maya: "Mom, do you realize how hard that is when they are at school and online?"
Mrs. Matlin: "You don't have to sink to their level, you are better than that."
Maya: "Are we done?"
Mrs. Matlin: "No. If you wanna press criminal charges against Zoë, we can."
Mrs. Matlin: "It's gonna be long and it's gonna be difficult, but I want you to know I am on your side."