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Winifred "Fred" Burkle
This episode marks the last appearance of "Phantom Dennis" and Cordelia's apartment, which she's had since season 1.
When Angel is fighting in the lobby, his reflection can be seen in the polished floor.
When Gwen gets up from the table, her gloves are off, as she's just threatened her employer. However, when the camera cuts to her walking away from the table, the gloves are immediately back in place on her arms.
Angel seemed to be pretty much unaffected by the lightning (which, as was said, would fry a normal man) which is inconsistent with vampire's previous encounters with electrical charges. Angel still felt the normal effects of the electrical taser Connor used in "Tomorrow" and Spike reacted in a similar way to the electric cattle prods the Initiative used when they captured him.
Angel: All those months under the water I kept thinking to myself ''I gotta get home to Cordelia.'' I get back and I find out that she's gone. I keep thinking ''I gotta get Cordy back home.'' Finally I find her and I realize she already is home. Where she belongs.
Fred: You should have seen the size of the dust bunnies under Cordy's bed. More like dust sperm whales.
Angel: You're lying.
Gwen: I'm fibbing. It's lying but classier.
Gunn: (looking at his ECG) Kinda like art isn't it? I call it "Takes More Than That To Kill Me Punk." It's the "Punk" that makes it art.
Gunn: (about Fred) That's my girl - large and in charge. Ok, teeny weeny and in charge.
Angel: (in the elevator with gas flowing from above) Get down on the floor, then you might live.
Gwen: Why don`t you get down?
Angel: I don't breathe.
Gwen: That must be a turn on for your girlfriend.
Gwen: (to Angel) You're really going to use that Axis thing to find her, aren't you. Figures. Anyone that bad at stealing stuff has got to be doing it for love. Bummer.
Fred: I'm still working on a plan, but so far it involves being sent to prison and becoming somebody's bitch.
Gunn: Yeah but if it's an auction house, can't we just, you know, eBay it? How much is it?
Angel and Fred: 33 million dollars.
Gunn: (chokes on drink) I think my lungs have coffee in them.
Cordy: (To Angel) What are you? Deficient? Get me out of here!
Dinza: I know you were lost. I know all the lost things.
Angel: Really, City of Atlantis? Holy Grail? Jimmy Hoffa?
Angel: What should I do then, send her a gift, sacrifice, unholy fruit basket?
Angel: Miss me?
Lilah: Only in the sense of ... no.
Angel: How's it going Lilah? Still knocking 'em dead at Wolfram & Hart?
Lilah: You could say that.
Angel: I wasn't sure, what with all the charity work you seem to be doing down here.
Lilah: You know I was just telling someone how deeply I care for the homeless. Let him off pretty easy, didn't you?
Angel: The kid messed up. He knows he messed up.
Lilah: Oh God, the return of the moral high ground. This is that "guilt is it's own punishment" thing, isn't it?
Angel: Kind of my specialty.
Lilah: Whatever. I don't get it. Lemme guess, you're just gonna bird-dog the kid til he gets weepy and pulls a prodigal.
Angel: I'm not here for him Lilah ... I'm here for you. Earlier tonight, the Axis of Pythia was stolen from Chandler's Auction House.
Lilah: Black Market. Upscale.
Angel: Thief was too. What you might call "specialized." The kind only people like your clients can afford.
Lilah: And you want the name of the buyer. Look, Angel. I know you've been out of the loop for a while, but I'm still evil. I don't do errands unless they're... evil errands.
Angel: I think you'll run this one.
Lilah: Why? What's in it for me?
Angel: Just this once, I'll ignore the fact that you're within fifty yards of my son. (leans in & whispers) Just this once.
Lilah: So much for moral high ground, huh? It's interesting - you coming to me for help.
Angel: What I find interesting? The fact that I can smell you and Wesley all over each other. Start making calls. You've got an hour.
Wesley: I had to raise him. Angel is necessary.
Lilah: For what?
Wesley: Fighting people like you.
Although Vincent Kartheiser appears in this episode he has no dialogue.
This is the only episode this season without Andy Hallett (Lorne).
This episode is full of comic book references. Aside from the references made to Batman and Superman comics we also see young Gwen sent to what seems like an academy for gifted children. In the X-Men comics from Marvel, young mutants with special abilities are sent to Professor Xavier's School for the Gifted.
After melting a watch.
Gwen: Now it's surrealism.
That is referring to the famous painting "The Persistence of Memory" of the Spanish surrealist Salvador Dalí. In the painting there are melting clocks in the foreground.
Gunn: This is so much harder than it looks on Batman.
Gunn is referencing the 1960s TV series Batman, where Batman and his sidekick Robin were regularly seen walking up the sides of buildings with ease.
Gunn: Then Angel woulda picked me up and Flash Gordon-ed me to the ER.
Gunn refers to the science fiction comic strip and movie character Flash Gordon.
Fred: ...all quiet on the psychic front.
This is an allusion to the E.M. Remarque novel All Quiet on the Western Front, later made into a movie.
Gwen: It's fun for a girl and a boy...
A reference to the old Slinky commercial jingle.
Lilah: Looks like Connor's gonna need someone who cares, like a big sister... or... a Mrs Robinson, if that's what he's into.
Reference to the book, play and movie The Graduate. In it Benjamin is seduced by an older woman called Mrs Robinson.
Gwen: What are you? Lex Luthor?
Lex Luthor is Superman's arch nemesis in the popular DC comics. Aside from that he is also a character on the WB series Smallville.
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