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Winifred "Fred" Burkle
Special Guest Star
When Lilah fires her gun the slide doesn't move and no spent shells are ejected. When the gun is empty the slide doesn't lock back as it would on an empty clip.
When they cut back to the hotel after Connor and Gunn behead the demon, not much time has appeared to pass and everyone else is wearing the same clothes and hairstyle, but Fred has stepped out to get her hair curled and get a new set of clothes.
Gunn: (after walking in on Wes and Fred) He was kissing you! Don't lie to me. It's the one thing you're not good at.
Fred: It just happened.
Gunn: Because you let it. I've never felt so much for anyone. I would do anything for you, but it's not enough, is it?
Fred: Charles, I'm...
Gunn: I can't do this anymore, Fred. I'm tired of you looking everywhere but at me.
Angelus: Lilah, I had such high hopes for us. Your devious mind, my killer instincts... What a team we would have made.
Lilah: Could still make.
Angelus: Always were a closer. Unfortunately, with the new big scary in town, you're just not looking so tough anymore. And I'm a winning team kind of a guy. Couple that with the recent people shortage — you know, you're lucky I'm letting you yak this long.
Cordelia: You're too scared to believe in anything because you're too scared to hope. You won't even open your eyes to the possibility.
Lilah: You don't get it, do you, Twinkie? I'm what I believe in. And you think I got this far by sticking my head in the sand? The Beast that eviscerated me has a boss. And that boss is going to end life as we know it, and nobody is coming to save us. Not Angel, not the Powers That Be, and not the Forty-damn-Second Calvary. So if anybody has scales on their eyes... it's you.
Lilah: He's going to kill us.
Cordelia: I know. (stabs Lilah in the neck and Lilah drops to the floor) Why do you think I let him out, you stupid bitch?
(after Gunn has killed the Soul Eater)
Gunn: Yeah, sometimes you just gotta keep whackin'...
Angelus: Look at yourself, Lilah. All these years, wanting to meet me... you couldn't run a comb through your hair, maybe slap on a little lipstick? Evil doesn't have to mean sloppy.
Angelus: I have to go save the world.
Angel: What Angelus told you was a lie. I haven't and will never give up on you. We'll get through this thing... together.
Lilah: (chuckles) I can't believe we didn't crush you people years ago.
Lilah: It's just like being at work, except suits by Liberace...
Lorne: Wesley, would you please warn this walking infection that I haven't forgotten how she poked my head open like a Capri Sun, and while my love for humanity allows me to tolerate her presence, if need be, I will smack her down! Be a doll, thanks.
Fred: Did you find anything?
Lorne: Zip. Zilch. (sees Lilah) And what the hell is succu-bitch doing here?
Lilah: It's my inner megalomaniac. I rebel at serving coffee.
Wo-Pang: There is no other way known to me. Without the muo-ping... you're screwed.
Angelus: Oh! She really has put on the spunk, hasn't she, Wes? Not the same shy bitch-cow we pulled out of Pylea.
Fred: There's only one bitch here and I'm looking at him.
Gunn: Then maybe I did the wrong thing.
Angelus: Like smacking your girl around? I bet you Wes would never hit her. He's all proper and English. And that accent... oh, chicks just love a good accent. Makes 'em all buttery in their nether regions. Isn't that right, Fred? You know, I had a bit of an Irish brogue back in the day. If you like, I can use it on you when I rape you to death.
Angelus: Look at you. Heroes. So tangled up in your own crap you can't even find the world to save it.
Angelus: Morons. The big rock doesn't have minions. It is the minion.
Lilah: Why is he picking on us? We're the bad guys!
Angelus: Apparently not bad enough. But there is a bright side. You have a devoted boyfriend who loves and cares for... oh, wait. You don't. (laughs) Your life really is crap.
Lilah: The great Angelus...
Angelus: Oh, come on. You can do better than that, huh? Try playing up the awe and the reverence a bit. The Great Angelus!
Lilah: Great... being locked in a cage.
Angelus: Yet managing to display better grooming habits than you.
Angelus: What happened to pedestrians? Human pedestrians? Is there no fast food left in Los Angeles?
Angelus: Have you all lost your minds? You're going to use black magic to restore my soul? People, this never goes well... Am I the only one paying attention?
Angelus: Hmm, I'm telling ya, man if I swung that way -- look at him. All rugged and handsome. And brains! Man, he's damn near perfect.
Wesley: Thank you.
Angelus: Except the part about banging Lilah for the past 6 months. Kinda takes the shine off.
Cordy: Do you know what Angelus would do if we let him out?
Lilah: Kill you all in a bloody shower of violence. But hey... greater good!
Gunn: That Shaman should have never been brought here. Now instead of worrying about the big bad rock-eater, we got Darth Vampire living in the basement.
Angelus: How did you survive this long being so retarded?
Gunn: Cut the Fu-Manchu. What do you know?
Angelus: Quite a bit, bright boy.
Angelus: I've had time to think, and I've realized something important. Being evil is wrong. I want to be good. I want to be Angel again.
Wo-Pang: Must acquire better guards.
Cordelia: Lilah, I know things look grim right now...
Lilah: Don't go Watchtower on me Saint Cordelia, I don't think I could stomach it.
Cordelia: Man, I would love to punch your face in.
Lilah: Are you trying to turn me on?
In the original script for this episode, Angelus killed Lilah at the end. This was done so that if the script leaked out, the revelation that Cordelia was the big bad would remain a secret.
Cordelia: (To Angel) You might be their only hope, Obi-Wan.
This is the second reference to Star Wars in this episode. Obi-Wan Kenobi first appears in Star Wars: Episode IV - A New Hope, seemingly a mysterious hermit. He is revealed as a Jedi Master, who then tutors Luke Skywalker to use the Force.
Gunn: That Shaman shoulda never been brought here. Now instead of worrying about the big, bad rock eater, we got Darth Vampire living in the basement.
This is a reference to the Star Wars villain Darth Vader, a Sith Lord and the primary villain of the original three films (episodes IV, V, and VI).
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