Music:

At the beach party -- "Mann's Chinese" by Naked
At the Bronze, as Buffy watches Gage playing pool -- "If You'd Listen" by Nero's Rome (edit) According to imdb, it was Wentworth Miller's first job as an actor. (edit) This is the last episode which uses Anthony Stewart Head's "In every generation..." narration. (edit) Cordelia demonstrates her artistic skills by making a merman's composite sketch. (edit) Charles Cyphers was known for playing Leigh Bracket in the first two Halloween Movies. (edit) The second steam room scene features a slightly younger Shane West, better known as Eli from "Once and Again" or as Dr. Ray Barnett from "ER". (edit) This episode and the Season 5 premiere 'Buffy vs Dracula' are the only episodes to date where the gang are on the beach. (edit) Willow's reference to an Oreo cookie may have been an inside joke. She did commercials for Oreo cookies before she was on Buffy. (edit)

Cordelia: God, this is so sad. We're never gonna win the state championship. I think I've lost all will to cheerlead.
Xander: Raise your hand if you feel her pain. (edit) Xander: All I'm saying is, it's a stupid idea to have a victory party at the beach. It's officially nippy. So say my nips. (edit) Gage: This "being my shadow" act. It's getting old. What do you want from me?
Buffy: Well... um... it's a little embarassing you see. I'm a swim groupie.
Gage: Uh-huh.
Buffy: Oh yeah! You know, there's just something about the smell of chlorine on a guy, oh baby! (edit) Cameron: (After running into Xander) Hey! Watch it!
Xander: Oh, forgive me, Your Swimteamliness! (edit) Xander: You know what really grates my cheese? (edit) Cameron: Relax. I'm not gonna hurt you.
Buffy: Oh, it's not me I'm worried about. (edit) Xander: Turning into a creepy-crawly wasn't on my top ten list of things to do before I turned twenty. (edit) Cordelia: (Talking to a fish guy, thinking he's Xander) We can still date. Or not... I mean, I understand if you want to see other fish. I'll do everything I can to make your quality of life better, whether that means little bath toys or whatever. (edit) Coach Marin: You got some imagination, Missy.
Buffy: Oh, well, right now I'm imagining you in jail. You're wearing a big orange suit, and, oh look, the guards are beating you up. (edit) Xander: What am I gonna do?
Cordelia: You, you, you. What about me? It's one thing to be dating the lame unpopular guy, but it's another to be dating the creature from the blue lagoon.
Xander: Black lagoon. The creature from the blue lagoon was Brooke Shields. (edit) Cordelia: I'm dating a swimmer from the Sunnydale swim team.
Buffy: You can die happy. (edit) Xander: I'm undercover!
Buffy: You're not under much. (edit) Buffy: And raises the possibility that someone brought forth the sea monster from whence it came to exact that revenge. From whence it came...? (gives Giles a look) I'm spending way too much time around you. (edit) Xander: What about that nutty "all men are created equal" thing?
Cordelia: Propaganda spouted out by the ugly and less deserving. (edit) Cordelia: It's about time our school excelled at something.
Willow: Mmm, you're forgetting our high mortality rate.
Xander: We're number one! (edit) Coach Marin: Boy, when they were handing out school spirit, you didn't even stand in line, did you?
Buffy: No. I was in the line for "shred of sanity". (Coach Marin points a gun at her) Which you obviously skipped.
(edit) Buffy: I think we better find the rest of the swim team and lock them up before they get in touch with their inner halibut. (edit) Buffy: I wouldn't break out the tartar sauce just yet. I mean it's not like you were exposed more than once. (Xander looks at her.) Twice?
Xander: Three times a fish guy. (edit) Buffy: Any demons with high cholesterol?
(Giles gives Buffy a look)
Buffy: (looks back) You're going to think about that later, mister, and you're going to laugh. (edit) Xander: I figured I can keep an eye on Gage and the others when Buffy can't.
Willow: When you're nude? (Buffy nudges her) I-I meant to say changing. (edit) Xander: That's wrong. A big fat spanking wrong. It's a slap in the face to every one of us who studied hard and worked long hours to earn our D's. (edit) Buffy: Great. This is just what my reputation needs: that I did it with the entire swim team. (edit) Buffy: So I'm treated like the baddie, just because he has a sprained wrist and a bloody nose... and I don't have a scratch on me... which, granted, hurts my case a little, on the surface... (edit) Buffy: So something ripped him open and ate out his insides?
Willow: Like an Oreo cookie. Well, except for, you know... without the chocolatey cookie goodness. (edit)

Sewers and storm drains normally have access that is restricted to personnel of the appropriate county or municipal government. Access would not be from inside a school building, nor would the access be a simple wire mesh grate that anyone could easily remove. (edit) Even though Gage gets bitten by Angelus, you see no bite marks on his neck the next day. (edit) How do the gill-monsters themselves get in and out of that enclosure in the sewers, where Coach Marin ultimately traps Buffy? If even she couldn't jump high enough to reach that hole in the ceiling...Also, why doesn't she take the opportunity to "disappear," and search for another exit while Marin (very carelessly) puts his gun aside? (edit) As he watches Buffy's uphill battle with his gill monsters, why does Coach Marin leave his pistol on the opposite side of the room? This would make it only too easy for somebody to walk in and get the drop on him, as Xander indeed does. (edit) Xander takes less than a minute to recover from having his head bashed in with a pipe-wrench (by Coach Marin)...even though a blow like this would kill, or at least incapacitate, most people. (edit) The second time Xander is in the steam room you can see a guy sitting right beside him when the camera is facing him. But when the camera goes into wide shots, the guy is sitting pretty much directly in the corner. That's too far away from what the first view shows us. (edit) There are less boys (only five) locked in the library cage than there are shown in the steam room with Xander. I don't think that many of them changed, i thought it was only Dodd, Cameron, Gage, and that other guy (Sean?). That can't be an entire swim team. (edit) When Buffy is talking in the library after she almost breaks Cameron's nose, her arms go from by her sides, to on her hips in different shots (from behind her and facing her). (edit) When Xander, Willow and Cordelia are talking in the hallway and Cordelia says something like "Jefferson kept slaves, remember", it doesn't look like she is saying "remember". It looks like it was poorly dubbed in after filming. (edit) When Buffy is spying on Gage in the school, the magazine she is looking at is upside down and changes to a different magazine twice. While you can forgive the magazine being upside down, since she's spying on Gage and probably not reading it, the changing magazine is another matter entirely. (edit)

Buffy: I mean it's not like you were exposed more than once. (Xander looks at her) Twice?
Xander: Three times a fish guy.
A reference to the famous chorus of "Three Times a Lady" by The Commodores. (edit) Xander: Breakfast of state champions.
"Breakfast of Champions" is the motto of Wheaties cereal. (edit) Angelus: Why, Miss Summers! You're beautiful.
This is a cliche uttered by fictional bosses when their secretaries take off their glasses and let their hair down. Buffy has just removed the stick holding her bun together to stake Angelus with. (edit) Xander: And what about that nutty, "all men are created equal" thing?
This is probably the most famous line from the Declaration of Independence: "We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness." (edit) Buffy: Nice tat. What--did they run out of Tweety Bird?
Tweety Bird is a cute little, seemingly helpless canary who always manages to outsmart his nemesis, Sylvester the cat in the classic "Sylvester and Tweety" cartoons. (edit) Title: Go Fish
This refers to a children's card game called "Fish", in which one player asks the other if they have particular cards; if not, the other player tells the first to "go fish", i.e., to seek out that card. (edit) Xander: Black lagoon. The creature from the blue lagoon was Brooke Shields.
The Creature From the Black Lagoon is a classic horror movie from 1954 which featured a fish-man very much like the ones in this episode. The Blue Lagoon, by contrast, was a 1980 film starring Brooke Shields and Christopher Atkins. (edit) Xander: In other words, this was no boating accident.
A line from the 1975 movie Jaws. The town sheriff tries to convince the mayor that a mangled body was caused by a shark attack and not a boating accident. (edit) Buffy: So Cameron Walker, you just won the state semi-finals. What are you going to do next?
A play on the Disney commercial. The announcer asks the winner of a sporting event what he's going to do next and the reply is "I'm going to Disney World!" (edit) Xander: Last month he's the freak with the Jicama breath who waxes his back.
Jicama is a Central American vegetable that is also known as a Mexican potato. (edit) Xander: The Yankees. Abbott and Costello. The "A". Now Those were teams.
Xander enumerates a list of teams. The New York Yankees baseball team, the comedy acting team of Abbott and Costello and TV's The A Team. (edit)