When Fred's mother hits the giant bug creature with a bus, Angel has lost his breath because he almost got hit. Angel is a vampire thus he shouldn't breath.
When Angel is holding the severed head and claiming it's a prop, you can see the blood puddling beneath him. In the next shot when he tosses it away, the puddle is gone without a trace.
Fred: This has been the best night ever. First, there's you taking me to ice cream, then there's the ice cream, then that monster jumps out of the freezer and you're all brave and, "Fred, watch out!," and then we get to chase it down into the sewers which are just so bleak and oppressive and homey. I-I could build a condo down here.
Angel: Well, I'm glad you're having fun.
Angel: So where do we start? Where would Fred go?
Gunn: We could hit all the local taco stands. Joke. Kind of.
Wesley: (to Fred's father) Angel is a vampire, but he has a soul. Long story. I'll explain if we live.
Cordy: But, Angel, we're your friends, and and it's not healthy to repress stuff like this. You need to share your pain, express those feelings of grief and longing or... the curiosity is gonna kill me!
Angel: Oh, no. Wouldn't want that.
Fred: Personally, I don't care at all what happened.
Cordy: Shut up, Fred.
Angel: Actually, you know what I need right now? Ice cream. (to Fred) You wanna get some ice cream?
Fred: I like ice cream.
(Angel and Fred walk off together)
Cordy: Now we'll never ever know.
Angel: (offscreen) That's right.
Cordelia: Voila! That's French for 'I think we stopped the bleeding'.
Fred: Thanks, Cordelia.
Cordelia: Next up, Multiple stab wounds. Angel!
Angel: Uhh! It's my turn! Oh, yay!
Cordelia: What a dork.
Lorne: Well, isn't this a lovely surprise.
Cordelia: He's surprised. I didn't think he owned terry cloth.
Cordy: In a really weird way, you know who I miss?
Cordy: Actually I was gonna say her parents. Is that wrong?
Angel: I don't think so. They were very - nice.
Cordy: Nice? They weren't just nice, Angel. They were...
Wes: They loved her, supported her, didn't grind her down into a - tiny self-conscious nub with their constant berating, their never ending tirade of debasement, and scorn and...
Angel: (on his cell phone, trying to find Fred) What? No. You? Oh! You mean the place where she would go for help and guidance! And we call ourselves detectives.
Gunn: (about Trish) Lady makes bug soup with a 2 ton bus, but a papier-mâché head scares her.
Angel: Gunn, you do know that's not papier-mâché.
(Gunn quickly drops head.)
Gunn: Y'all still got that bleach in the bathroom?
Cordy: Lemme break it down for you, Fred. (imitating Buffy) Oh, Angel. I know that I am a Slayer, and you're a vampire and it would be impossible for us to be together, but --
Wesley: (imitating Angel) But... my gypsy curse, sometimes prevent me from seeing the truth. Oh Buffy...
Cordy: Yes, Angel?
Wesley: I love you so much I almost forgot to brood.
Cordy: And just because I sent you to Hell that one time doesn't mean that we can't just be friends.
Wesley: Or possibly more?
Cordy: Gasp! No! We mustn't!
Wesley: Kiss me!
Cordy: Bite me!
Angel: (entering) How 'bout you both bite me?
Fred: You're back!
Gunn: How'd it go?
Angel: I think those two pretty much summed it up.
Cordelia: (on Fred's invention) God, I really wish she wouldn't leave her toys laying around.
Gunn: Oh, pretty wicked looking toy.
Wesley: I'll say. It almost looks like a spring-loaded decapitation device.
Cordelia: Or it makes toast. With her you never know.
Fred: Oh, no. Was there another massacre?
Lorne: Oh, no, no. Just the one. But it turns out massacres are a lot like sitting through Godfather 3, once is enough.
Roger: And to think, we were wondering when to call the cops on a bunch of superheroes!
Angel: Oh, I'm not really a hero.
Gunn: More like a bloodsucking fiend.
Trish: (about Angel saving Fred) He seems to do that a lot, doesn't he?
Fred: It's what he does. Angel's the champion, and Wesley's the brains of the operation, Gunn's the muscle and Cordy's the heart, and I'm...
Fred: I belong here. (turns to the gang) Un-unless I don't. Which if - if you all don't wanna put up with me, I completely understand...
Wes: Lets put it to a vote, shall we? All in favor say aye. Aye. Motion passed. Good. You're staying.
Lorne: Hmm. Such a small entourage tonight. Hey, Gunn, why didn't you bring your other friends? 'Cause they make a party.
Gunn: Maybe I should wait outside.
Lorne: You know, I'm not entirely uncomfortable with that suggestion.
(Looks at writing on the walls in Fred's room.)
Angel: Are you gonna remember everything that's up there?
Fred: Well, sure. It's a story. Once upon a time, there was a girl who lived all alone in a horrible cave - so far from home it made her chest hurt. And every day in that horrible cave, the girl tried to figure out a way to escape. None of her plans ever succeeded, of course and she'd almost given up hopin' when one day, just like in a fairy tale, a handsome man rode up on a horse and saved her, and took her back to his castle. Now you'd think that was the end, wouldn'tcha? Dumb old fairy tales and their happily ever afters. But see, the minute they got back to the castle, the handsome man went away again. And even though she didn't mean to - didn't want to - high up in that castle the girl just built herself another cave, hoping he would save her again. (to Angel) But you can't save me this time, can you?
Cordelia: (whispers to Fred) Between you and me, I'm almost a little jealous.
Angel: Look Lorne, I'm sorry about the bar, but right now Fred is missing, and we need your help.
Lorne: Oh really? Yeah, well, I am not some mystical vending machine, here to spit out answers every time you waltz in with a problem. I have a heart. Granted, it's located in my left butt cheek, but it's still a heart, and that heart is broken. I mean, why is it nobody ever cares about my destiny? Everyone who walks through that door is all about "me, me, me" - well what about my me? My me's important!
Fred: (talking obliquely about Buffy) So, now that she's alive again are they gonna get back together? Angel and that girl with the goofy name?
Wesley: Well, Fred, that's a difficult question. I think it's fair to say... No. Not a chance, never, no way, not in a million years, and also, nuh-uh.
Angel: (talking about Fred) I'm gonna miss her. She was just this nice, quiet, kind of crazy. I found that soothing.
Cordy: And what, I'm not soothing? I can be soothing. I could soothe your ass off, pal.
Roger: Now, Spiro Agnew, I know he was a...
Angel: Grathnar demon! You knew that? I thought I was the only one that knew that!
Roger: Well, frankly, Angel, I don't care if you drink pig's blood, cow's blood, or those froofy little imported beers. You saved my little girl.
Wesley: Y'know, back in my days as a rogue demon hunter, I once used that very spear to pin down what I thought was a small Rodentius demon. Of course, the poodle's owners weren't very happy.
Cordy: (talking about Angel) Fred can barely tie her shoes without Mr. Oh-You're-My-Big-Fat-Hero, around.
Angel: You think I'm fat?
In an earlier version of the script, Fred's family was a little bigger.
Trish: I take it Fred's never mentioned us?
Cordelia: Oh, sure she does, all the time. Let's see...there was a mother and...a father and...possibly a sibling?
Trish: Two brothers and a sister.
Cordelia: Three siblings! Yes! A trio of siblings that Fred has mentioned to us.
Buffy and Angel had their reunion off-screen due to the new tension between networks.
This marks the first time a main character's name is used in the episode title.
Lorne: It turns out massacres are a lot like sitting through Godfather III: once is enough.
Lorne refers to arguably the least popular film in the Godfather trilogy.
Angel: Durslar Beasts are pretty Faulknerian. Lotta sound, no fury.
Angel compares the demon to the book The Sound and the Fury by William Faulkner.
Trish: I mean, Rog's always had a thing for those disgusting Alien movies, all the slime and teeth. Ugh, he just can't get enough of them. Except for that last one they made - I think he dozed off.
A reference to the four Alien movies. Also an in-joke jab at Joss Whedon, who was credited as co-writing the fourth movie, Alien: Resurrection, though his script was extensively rewritten. Many fans consider the fourth movie the worst of the lot.
Lorne: Figures, right when Judge Judy's gonna lay the smack down.
Judge Judy is a popular TV personality who has her own syndicated court show. She's considered to be extremely harsh in her judgments and how she deals with people.