Writer:	Steven S. DeKnight, Elizabeth Craft, Sarah Fain
Director:	James A. Contner
Star:	J. August Richards (Charles Gunn),  Charisma Carpenter (Cordelia Chase),  Vincent Kartheiser (Connor),  Amy Acker (Winifred "Fred" Burkle),  Alexis Denisof (Wesley Wyndam-Pryce),  Andy Hallett (Lorne (2003-2004)),  David Boreanaz (Angel)
Recurring Role:	Eliza Dushku (Faith)
Guest Star:	Andrew MgGinnis (Mullet Head Vamp),  Christopher Neiman (Frotor Demon),  Randall Rapstine (Reg),  Ian Anthony Dale (Drugged Vamp #3),  Chris Huse (Drugged Vamp #2),  Becka Linder (Drugged Girl #1),  Sam Stefanski (Lackey Vamp #2),  Darren Laverty (Lackey Vamp #1),  Peter Renaday (Master's Voice),  Catalina Larranaga (Vamp Waitress)

This episode received a 3.4/5 in the overnight ratings. (edit) Alexis Denisof (Wesley) does the previously on Angel. (edit) In preparation for directing "Inside Out", Steven DeKnight shot Eliza's shower scene as part of 2nd unit. (edit) Music:
When Faith is in the shower and continuing in the demon bar -- "Here" by Vast

This song was featured in the unaired promo for the Angel series premiere. (edit) As of this episode Andy Hallett (Lorne) is now a series regular and appears in the opening credits marking the first time since Wesley replaced Doyle in Season 1 that a cast member has joined mid-season. Andy has the record of being the actor who took the longest to become a regular after having guest starred in 45 episodes before finally being included in the main opening credits in this episode. (edit)

(after Wesley tortures a girl to get information)
Faith: So what -- torturing humans part of the new makeover?
Wesley: I did what I had to because you couldn't.
Faith: I hit her.
Wesley: You think that's something new to her?
Faith: You crossed it back there Wes. What did...
Wesley: Oh, you have a problem with a little torture now? I seem to recall a time when you rather enjoyed it. (edit) Angelus: Half of this crap is written in some archaic proto-demon-cuneiform, and I don't want to be rude, but I think the other half they just doodled. (edit) (Wes cocks a shotgun.)
Faith: What're you doing with that?
Wesley: Changing the game.
Faith: I thought we weren't going for the kill.
Wesley: We're not, but if we get another chance, I want slow him down long enough to tranq him.
Fred: By blowing his legs off?
Gunn: You want some help with that? (edit) Gunn: If he pops a fang in here, thwack him where it hurts. (edit) Cordy: (to Connor when she sees him checking to see if he's a demon in the mirror.) You know most teenagers check for pimples. (edit)

We learn later that Caleb was in Los Angeles as he is ahead of Faith and Willow's car coming from LA. This seems to suggest that Caleb hired the convict to kill Faith in this episode. (edit) When Connor tells Cordelia that he won't let anything hurt either her or the baby, Cordelia touches his hair. She reaches out with her right hand, but when the camera cuts to Connor, she touches him with her left hand. Cut back to Cordelia, and her right arm is moving back to her side. (edit) How is it when Wes shot the shotgun with one arm it didn't take his shoulder off. (edit) It's been established that Connor has superior hearing, and can listen in on conversations tens of yards away even over the roar of an ocean surf. Yet he doesn't hear Cordy/The Master talking through the orb to Angelus ten feet away. Given that Angelus has been in and out of the hotel, you'd think he be a little more cautious. (edit) When talking later with Gunn, Fred claims that she only got out alive because Angelus let her. Actually, it was because of the sanctuary spell - every indication is that he would have killed her if he could. (edit)

Gunn: Measure twice cut once

This is an old carpenter's adage which means that it pays to take a moment to be sure your measurements are correct. If you rush things you will only make mistakes. (edit) Cordelia: I'm where it's warm and soft.
This is certainly Jasmine speaking from Cordelia's womb. (edit) Cordelia: Soul, Soul, Who's Got Your Soul?
This is a twist on the children's game "Button, Button, Who's got the button?" which was also used in the '71 movie Willy Wonka And The Chocolate Factory. This game has been around for centuries. (edit) Gunn: Then the next time Minnie will take a chunk out of his cheese.
Gunn tries to boost Fred's self-esteem after her run in with Angelus by calling her Minnie (re: Minnie Mouse). Minnie Mouse is the girlfriend of popular Disney character Mickey Mouse. (edit) Fred: Supergirl wouldn't have fallen for a cheap hunk of crap like this.
Fred is comparing Faith to Supergirl, one of DC's characters that has been represented by many a young woman. The original Supergirl was Superman's cousin. (edit)