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It's primary color is dark-orange, something close to "Mahogany" or "Rust". It depicts Kenny playing a PSP — referencing the episode "Best Friends Forever", and Cartman, Kyle and Stan (in his pajamas) looking up at Stan's closet as three hands are shown coming out of it (presumably belonging to Tom Cruise, John Travolta and R. Kelly), referencing the episode "Trapped in the Closet".
This is the only cover so far to make references to more than one episode at a time. This is also technically one of the few covers to feature characters other than the four main boys (Cruise, Travolta and Kelly) if only featuring a character's hand qualifies (it doesn't on this Wiki.)
- "Mr. Garrison's Fancy New Vagina (126)"
- "Die Hippie, Die (127)"
- "Wing (128)"
- "Best Friends Forever (129)"
- "The Losing Edge (130)"
- "The Death of Eric Cartman (131)"
- "Erection Day (132)"
- "Two Days Before the Day After Tomorrow (133)"
- "Marjorine (134)"
- "Follow That Egg! (135)"
- "Ginger Kids (136)"
- "Trapped in the Closet (137)"
- "Free Willzyx (138)"
- "Bloody Mary (139)"