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Winifred "Fred" Burkle
The scene near the beginning of this episode where Gunn messes with Wesley's head about Fred was originally much longer and included Lorne. It was cut because Lorne's appearance didn't progress the plot, however some scenes where Lorne was present still were included in the episode. A couple of times Gunn seems to look at someone off camera (Lorne), and then at Wesley.
The lines Eve sings, "Pretty as a picture /She is like a golden ring" are from the song "LA Song" written by David Greenwalt. Lindsey sang the song in the episode "Dead End" (2x18) as well.
Gunn says Lindsey was hiding under the name of "Doyle," but when he shows Wesley the lease, it clearly has typed "Lindsey McDonald" for the name.
When at her parents' house, Fred says she is entering the graduate physics program at UCLA. But in "Supersymmetry" (4x05), Fred tells Gunn and Angel that she was a history student until she took Professor Seidel's physics class, and was hooked.
Fred: Handsome man saves me.
Angel: That's how it works.
Fred: My boys. I walk with heroes. Think about that.
Wesley: (crying, trying to hold himself together) You are one.
Fred: Superhero. And this is my power: to not let them take me. Not me.
Wesley: Fred, you can't be doing this.
Fred: Please, Wesley, I am exactly the person to be doing this. Something could've been missed.
Wesley: Whatever it is that's happening, we will stop it, I swear to you.
Fred: I have to work.
Wesley: You have to lie down.
Fred: I am not... I am not the damsel in distress. I am not some case. I have to work this. I lived in a cave for 5 years in a world where they killed my kind like cattle. I am not going to be cut down by some monster flu. I am better than that! (softly) But I wonder... how very scared I am. (looks away)
Wesley: I swear on my life, we will stop this, but you must be back in bed. That's where I need you to fight.
Fred: Like I'm 6 years old? (Fred collapses, but Wes is there to catch her) This is a house of death.
Fred: It's my boys. I haven't had this many big, strapping men at my bedside since that night with the varsity lacrosse team. (no one reacts, Fred laughs) That was a joke.
Lorne: Here's the thing, Eve: You're going to sing for me, and I'm going to read you right now. And here's one more thing: Winifred Burkle once told me after a sinful amount of Chinese food, and in lieu of absolutely nothing, "I think a lot of people would choose to be green. Your shade, if they had the choice." If I hear one note —- one quarter-note —- that tells me you had any involvement, these two won't even have time to kill you.
Oh and anything by Diane Warren will also result in your death... Well, except "Rhythm of the Night".
Spike: That's madness.
Drogyn: This is a place of madness.
Employee: These guys are really important, I just need, I mean, the whole company can't be working Miss Burkle's case.
Wesley: Of course. (shoots him in the knee)
Employee: Ahh! Aah-huh! Uhh!
Wesley: Jennifer, please send anyone else who isn't working Miss Burkle's case to me.
Spike: This goes all the way through to the other side. So I figure there's a bloke somewhere around...New Zealand standing on a bridge like this one looking back down at us. All the way down. There's a hole in the world. Feels like we ought to have known.
Fred: Would you have loved me?
Wesley: I've loved you since I've known you. No that's not--I think maybe even before.
Fred: I'm so sorry.
Wesley: No, no, no.
Fred: I need you to talk to my parents. They have to know I wasn't scared. That it was quick, that I wasn't scared. Oh God!
Wesley: I need you to fight, you don't have to talk, just concentrate on fighting. Just hold on.
Fred: I'm not scared. I'm not scared. I'm not scared. Please. Wesley. Why can't I stay?
Spike: If cavemen and astronauts got in a fight, who would win?
Wesley: Oh... you've been arguing for 40 minutes about this? (sigh) Do the astronauts have weapons?
Angel and Spike: No.
Fred: That doesn't make any sense! The cavemen have fire. They created it. The astronauts should have weapons!
Spike: Do you ever have any fun?
(armored men rush out at them)
Angel: I'm about to.
Spike: And they even brought us weapons. Strategy?
Angel: Just hold my hand.
(Spike gives Angel a look, but grabs his hand)
Spike: (Spike smiles) St. Petersburg.
Angel: Thought you'd forgotten.
Angel: To hell with the world.
Wesley: You don't have to say it.
Angel: I'll say it anyway. Winifred Burkle. Go.
Drogyn: Your friend talks a lot.
Angel: So much that he's right sometimes.
Wesley: Time is not on our side.
Spike: Nobody is on our side.
Lorne: (to Eve) If I was about to face your future, I'd make like Carmen Miranda and die!
Gunn: Fred and I are getting back together. (Wes gasps) She was so keyed up from last night's fight, she asked me over. We ended up talking for hours like old times, then, all of a sudd— I can't even keep this up 'cause your face is gonna make me weep. Wes, I am so messin' with you!
Angel: Seriously, he doesn't like questions.
Spike: Why the bloody hell not?
Angel: He can't lie.
Angel: You and me. This isn't working out.
Spike: Are you saying we should start annoying other people?
Spike: When is a door not a door? When it's not sodding well there.
Angel: You just like stabbing me.
Spike: I'm shocked, shocked that you'd say that! I much prefer hitting you with blunt instruments.
Gunn: (singing) Three little maids, who all unwary come from a ladies' seminary, freed from it's genius tutelary, three little maids from school, three little maids... (sees Wesley, begins rapping) And you don't stop, with all the ladies and the gangsta butt...oh... (gives up) What's up?
Spike: Yeah, it's been freed. Why do you think we're here? (Spike becomes tired of Drogyn's games) And what's your favorite color? What's your favorite song? Who's the goalkeeper for Manchester United and how many fingers am I holding up? You wanna kill me? Try. I don't have time for your quirks.
Before Fred's death, Wesley reads to her a passage from "The Little Princess." According to Joss Whedon's DVD commentary, he chose this passage because "The Little Princess" is his all-time favorite book.
Joss Whedon borrowed the term "Deeper Well" from a spiritual song featured on Emmylou Harris' album Wrecking Ball.
An earlier idea was to have Angel and Spike go to England and see Giles for answers. The limited budget prevented Joss from flying Tony Head in from England.
Amy Acker discovered that Fred was going to die and become Illyria when Joss told her about this episode during Alexis & Alyson Hannigan's wedding in October.
On the UK VHS boxset this episode is incorrectly titled as "A Whole In The World".
The Deeper Well where all the Old Ones are buried is located in the Cotswolds, the same location where the annual Watcher's retreat is held [as mentioned in the Buffy the Vampire Slayer episode, "Faith, Hope and Trick" (3x03)].
There were two different plans spoken of by the writers for how to handle the Fred/Illyria situation in Season 6, which were:
1.Willow would visit the show and separate Illyria and Fred.
2.Illyria would become more like Fred.
This marks the second time in the "Buffyverse" that Spike has referred to Manchester United, an English football (soccer) team for which David Beckham played. He mentioned it last in the Buffy the Vampire Slayer episode "Becoming Part 2" (2x22), where he listed it as one of the reasons why he didn't want the world destroyed.
Wesley: She was such a little girl that one did not expect to see such a look on her small face. It would have been an old look for a child of twelve, and Sara Crewe was only seven.
The story Wesley is reading to Fred is called A Little Princess by Frances Hodgson Burnett. It's the story of a girl whose life suddenly changed, like a rug pulled out from under her. She makes the best of it, however, and eventually lives happily ever after.
Gunn: ...you got me all up in this Walt Disney mojo...
Gunn makes reference to a popular myth that Walt Disney had himself cryogenically frozen upon his death.
Angel: I've never seen Les Mis.
Angel is referring to Les Misérables, a musical based on the novel by the same name. Set in France during the early 1800s.
Lorne: I'm Jake LaMotta over here.
Jake LaMotta nicknamed The Bronx Bull, "The Raging Bull", is a former boxer who was world middleweight champion and whose life was as controversial outside the ring as it was inside it.
Spike: Roving agent sort of a 007 without the poncy tux.
James Bond aka 007 is a secret agent created by Ian Fleming, and later turned into movies. He is almost always depicted in a tuxedo.
Lorne: Get a balcony you two, eh?
A reference to the play Romeo and Juliet by William Shakespeare, and the notoriously romantic balcony scene.
Gunn: It's on every Blackberry in the building. No secrets in the House of Pain.
Gunn alludes to The Island of Dr. Moreau, a novel by H.G. Wells. In the book the protaganist, Edward Prendick, first believes that Dr. Moreau is turning men into animals, but later learns that the House of Pain is the laboratory where the Doctor tries to turn beasts into men using torturous, inhumane methods.
Gunn: Three little maids who, all unwary...
Gunn is caught singing the "Three Little Maids" song from W.S. Gilbert and Arthur Sullivan's operetta The Mikado.
Character name: Illyria
"Illyria" was the name of an ancient country located in the western part of the Balkan Peninsula. The country rose to power in the 4th century BC before being seized by Rome in the 2nd century BC. The Illyrians are likely ancestors of Albanians.
This country is the setting of the Shakespeare play Twelfth Night, which (according to the DVD commentary) is where Joss Whedon got the name.
Spike: Or it could be the door to Christmasland.
When Angel and Spike look for the Deeper Well in England, Angel deduces that a big tree in the woods is the way down. Spike's response to that is in reference to Tim Burton's The Nightmare Before Christmas movie, wherein Jack Skellington travels to Christmasland via a door in a tree.
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