Chowder is running away from Panini, till he meets a make up seller named Marmalade who makes all her makeup out of food, particularly pies. Suddenly, Panini catches Chowder thinking Marmalade is his new girlfriend. Then Gazpacho shows up a takes Marmalade,Chowder,Panini and Ceviche to the annual Utensil Faire. Panini becomes severely jealous of Marmalade, so she explod Ceviche miskide effection to make Chowder jealous. But Ceviche thinks she's serious that Panini's in love with him and chases her around the faire and uses a rolling pin to hit him and Marmalde calls Chowder "Yum-Yums" which made Panini Exteremly jealous and says "That's so close to my nickname Num-Nums" then Inner male Panini shows up and tells if she wants Chowder back she gonna have to fight for him. So she uses Ceviche to distract Chowder, so she can get some time alone with Marmalade.Then she challenges her to a Utensil joust. Then Marmalade calls Chowder "Chum-Chums" which made Panini furious and then they fight but it starts to rain and everyone starts running away and rusting Panini's utensil armor and tells Marmalade she gets to marry Chowder. But Marmalade tells her she and Chowder are just friends and she likes Ceviche and Panini is so glad to have Chowder back and carries him into the sunset and then Marmalade chases Ceviche and says "I'M NOT YOUR BOY FRIEND!!!"
- Panini mentions that the flavor of lipstick she usually wears is called "Smackdown." This is one of the two stories where Panini cries.
- This episode's title is a reference to the movie's title An Affair to Remember.
- When Panini was in the rain, her armor was rusting. However, when Marmalade was in the rain, her armor did not rust. If you look closely on Marmalade's helmet, she had a utensil since it was made out of a pot and probably the rest of her armor. Marmalade should have rusted since Panini rusted but Panini shouldn't have since if you look closely her armor wasn't made of utensils like Marmalade. It is possible that Marmalade's armor was not made out of iron, as iron oxide forms when iron is exposed to moisture (for example, the rain.
- At the scene where Ceviche says, "I love you, Panini!," Ceviche's bottom set of teeth stay attached to his top set. For a split second. This is an animation error, similar to many other mistakes in many other cartoons.
- Is unknown reason why Ceviche is bald.
- The tune from I'm Not Your Boyfriend from the episode Chowder's Girlfriend is playing when Ceviche shouts to Marmalade while he's being chased, "I'M NOT YOUR BOYFRIEND!"
- Ironically, both Ceviche and Chowder are both voiced by Nicky Jones.
- Second time someone other than Chowder said I'm not your boyfriend. First one was Mung disguised as Chowder in the Apprentice Games.
- Marmalade said that misunderstandings happen every 11 minutes, which is how long the episode is.
- Chowder breaks the fourth wall by saying "Mung, Truffles, I know you weren't in this episode, but please come and help me!"
- Mung Daal also broke the fourth wall when Truffles asked if they should help Chowder. Mung claims that "This is the only screentime we get."
- Panini: [Gasps] Look, Chowder, cotton-candy spoons! Want to get some?
- Marmalade: That's a great idea, panini!
- Chowder: That's so funny -- ithink it's a great idea, to marmalade!
- Marmalade: High five!
- Chowder: Wow!
- Both: You rock! No,you rock! We both rock!
- 'Panini: [Sobbing] oh, chowder, how could you do this to me! [Sobbing continues]
- Ceviche: On a scale of 1 to 10, how desperate would you say you are right now?
- Panini: [Sobbing again] 11!
- Marmalade: "Marry Chowder"? [Laughs] That's ridiculous! Chowder and I are just friends, right, Chowder?
- Chowder: Right. Me and Marmalade simply have the same interests and have fun together. That's not grounds for marriage. Good ol' Marmalade.
- Panini: You mean you don't love each other to pieces?
- Marmalade: Of course not. Besides, I have my heart set on another man.