Spike says that he's not wearing any amulets, bracelets, broaches, beads, pendants, pins or rings. This is because last time he wore an amulet, in the Buffy the Vampire Slayer finale, he burned to death.
We finally get to hear the rest of Spike's poem to Cecily that was first mentioned in the Buffy the Vampire Slayer episode "Fool For Love" (5x07).
When Lindsey says to Eve that he's glad she's the one thing in his life Angel didn't "get his mitts on", it becomes apparent that Eve omitted to tell Lindsey about their mystical liaison at the Halloween Party.
When the guys are "fighting" Angel at the beginning, Spike doesn't have his jacket, but when they are back at his place, he does have it. When did he get it? Or, rather, where did he put it?
Angel tells Connor that he was at the very first taping of The Carol Burnett Show in 1967, then remarks that "Conway was on fire that night." Tim Conway did not join the cast of that series until 1975, when he replaced Lyle Waggoner, and was not in the first episode.
When the Wolfram and Hart building is falling apart, you can see a large pillar floating down and up like it's supported by a wire. One thing is the obvious wire, but how did the pillar get in that position anyway?
Lindsey: This is not about coveting your neighbor's ass, your buddy's job, the last Mallomar in the box.
Gunn: Damn! How did I know the fang boys would pull through? You're lucky we're on the same side though cause my game was tight.
(His hand is covered with blood from his injuries)
Spike: You're supposed to wear that red stuff on the inside, Charlie-boy.
Angel: You haven't heard a word I've said. For, like... years back.
Lindsey: Well, you get a little speechy, all right? I breeze out. I got the Cliff notes.
Gunn: (referring to Illyria) Move like this, wouldn't hate having Blue Thunder in our corner.
Hamilton: Did you really think you were going to kill Archduke Sebassis?
Angel: No...I think I already did. Spiked his drink. Figured you're the one I needed to spend time with.
Hamilton: Why? So I could kill you?
Angel: Well, I thought it would be going better than this.
Lorne: Hey uh, Angel uh, I'll do this last thing for you, for us, but then I'm out. And you won't find me in the alley afterwards. Hell, you won't find me at all. Do me a favor, don't try.
Gunn: What if I told you it doesn't help? What would you do if you found out none of it matters. That it's all controlled by forces more powerful and uncaring than we can conceive and they'll never let it get better down here. What would you do?
Anne: I'd get this truck packed before the new stuff gets here. Wanna give me a hand?
Gunn: I do.
Angel: I want you all to do something for me, for yourselves: take the day off.
Gunn: Angel, if we're planning to assassinate the power elite of the apocalypse tonight, shouldn't we be cowboying up?
Angel: We'll be ready, but today, I want you guys to go out. Live. Do whatever you want. Live the day like it's your last...because it probably is.
Wes: Your influence over this world is over. The rest of the circle will wither and die like you're about to.
Vail: You don't know who you're dealing with, do you, boy? (Vail absorbs Wes's fireball) I mean really. I crap better magic than this. Now then, let me show you what a real wizard can do.
Wesley: There is no perfect day for me, Illyria. There is no sunset or painting or finely aged scotch that's going to sum up my life and make tonight any... There is nothing that I want.
Illyria: You want to be with Fred.
Wesley: Yes. Yes, that's where I'd be if I could.
Wesley: (To Illyria) The first lesson a Watcher learns is to separate truth from illusion. Because in the world of magics, it's the hardest thing to do. The truth is that Fred is gone. To pretend anything else would be a lie. And since I don't actually intend to die tonight, I won't accept a lie.
Angel: If the next words out of your mouth are "Kill Spike," I just might have to kiss you.
Vail: (to Illyria) How very touching his meaningless death was. But this fight was never for mortals. Take your best shot, little girl.
Spike: What do you think all this means for that Shanshu bugaboo? If we make it through this, does one of us get to be a real boy?
Angel: Who you kidding? We're not gonna make it through.
Spike: Well, long as it's not you.
(as the building starts rumbling)
Eve: What the hell's going on?
Angel: Looks like we're getting kicked out of the garden, Eve.
Eve: Where's Lindsey?
Angel: He's not coming for you.
Angel: It's time to go.
(Angel runs out while Eve remains behind)
Eve: (grim tone) Go where?
Spike: And in terms of a plan?
Angel: We fight.
Spike: Bit more specific?
Angel: Well personally, I kinda wanna slay the dragon. Let's go to work!
Spike: Hello, Junior. The name's Spike. And lucky for you I'm on a strict diet.
Harmony: Oh, my God.
Harmony: He's not my boyfriend! I mean I certainly didn't betray you!
Angel: Drop the act, Harm.
Harmony: It's not an act, I'm really this nervous!
Angel: I knew you'd turn on me, I just didn't know when.
Harmony: What do you mean you knew?
Angel: Loyalty really isn't high on your list.
Harmony: Oh, is that right? I'll have you know I am damn loyal, dumbass.
Angel: You betrayed me. You are betraying me now, even as we are talking.
Harmony: Because you never have any confidence in me!
Angel: No, because you have no soul!
Harmony: I would if you had confidence in me!
Angel: Get out of the building.
Harmony: Are you firing me?
Angel: Among other things, yes.
Harmony: Do you think I could get a recommendation?
Angel: Yeah, okay.
Harmony: But see, if you don't so much live as the other thing, how...
Angel: It's already in the desk.
Harmony: (her last line) Good luck. Um... may the best man win?
Connor: Uh, that's not good, is it?
Angel: Wolfram & Hart. Looks like they're taking the gloves off.
Connor: What do we do?
Angel: You go home.
Angel: This is my fight.
Connor: That's some serious macho--Aah!
(Building begins to collapse)
Angel: Go home...now.
Connor: They'll destroy you.
Angel: As long as you're okay, they can't. Go.
Lindsey: If you want me, I'm on your team.
Angel: I want you, Lindsey. (a beat) I'm thinking about rephrasing that.
Lindsey: Yeah, I think I'd be a lot more comfortable if you did.
Gunn: (after killing Senator Brucker and the rest of her vampire aides gang up on him) And y'all wonder why people don't vote.
Angel: This may come out a little pretentious but... one of you will betray me. (Spike raises his hand) Wes.
Spike: Oh. Can I deny you three times?
Sebassis: The circle does not abide secrets.
Angel: Which is interesting for a secret society.
Vail: Aah! Sebassis! Your manservant has become tangled in my bodily fluids again!
Sebassis' Slave: Eeep!
Angel: My people are the problem?
Angel: I don't remember what it was like... being human. It was too long ago.
Harmony: Not so great. Zits. Dandruff. Mortality. Although I do remember... my heart. And the way it would thump when I kissed a really hot boy for the first time. That was cool.
Angel: Need to get some things done, pay a quiet visit to Archduke Sebassis. I'd like to keep our liaison out of the loop.
Harmony: Out of the loop? That's where I live.
Angel: (to Lindsey about W&H) Maybe they're not there to be beat. Maybe they're there to be fought. Maybe fighting them is what makes human beings so remarkably strong.
Angel: I happen to be the greatest mass-murderer you've ever met.
Lindsey: Never given you props for that, have I?
Lorne: (to Angel) Yeah. Say, any other tips on how to be a hero we could share with the boys and girls at home?
Lorne: (singing, living the day as if it were his last)
If I ruled the world,
Every day would be the first day of spring,
Every heart would have a new song to sing,
And we'd sing of the joy every morning would bring...
Spike: (in a bar, his last day) Ahh, nice crowd.
Bartender: It can get pretty ugly in here, I gotta warn you.
Spike: What I'm after. Couple more shots of courage, and I may make my presence felt.
Bartender: Your funeral.
Spike: Well, I never had a proper one.
Connor: So she's a werewolf.
Angel: And an art student. She does this great pottery. (grins) She made me a vase.
Connor: (to Angel) Yeah, they're mixed in there with the new ones. Kind of like, uh...a bad dream I had, I guess. A very strange and violent -- at times, inappropriately erotic -- dream.
Lindsey: What are you thinking about?
Lindsey: You simply couldn't have said a worse thing than that.
Gunn: I was hoping it'd be vamps. I haven't dusted nearly enough this year. (to Spike) No offense.
Spike: That's all right.
Spike: Right. First off I'm not wearing any amulets, no bracelets, broaches, beads, pendants, pins or rings.
Angel: Fine. All you need is a rattle.
Spike: Aah, the baby.
Lindsey: You don't trust me. You don't think a man can change?
Lorne: It's not about what I think. This was Angel's plan.
Lindsey: Come on. I could sing for you.
Lorne: I've heard you sing.
(takes out a gun with a silencer and shoots Lindsey twice in the chest)
Lindsey: Why, why did you...
Lorne: One last job. You're not part of the solution, Lindsey. You never will be.
Lindsey: You kill me? (collapses to the floor) A flunky? I'm not just... Angel... kills me. You don't... Angel...
(his body goes limp)
Lorne: Good night, folks.
Angel: (punches Hamilton) Did that hurt at all?
Hamilton: Little bit.
Illyria: You will last ten minutes at best.
Gunn: Lets make them memorable then.
Angel: What are you doing here?
Connor: You come for coffee and the world's not ending? Please!
Illyria: Wesley is dead. I'm feeling grief for him, I can't seem to control it. I wish to do more violence!
Spike: (Seeing massive horde of enemies) Well, wishes just happen to be horses today.
Angel: Among other things.
(Spike reads poetry at a bar.)
Spike: "My soul is wrapped in harsh repose,
Midnight descends in raven-colored clothes,
A sunlight beam,
Cutting a swath of glimmering gleam.
My heart expands,
'Tis grown a bulge in it,
Inspired by your beauty... effulgent."
Man: Yeah! (applause) That was great, man.
Spike: Thank You. That was for Cecily. This next one's called The Wanton Folly of me Mum.
Hamilton: Why do you keep fighting? You signed away your Shanshu. There's nothing in it for you anymore.
Angel: People who don't care about anything will never understand the people who do. (Hamilton punches Angel across the room)
Hamilton: Yeah, but we won't care. (Connor hits Hamilton, knocking him through the window)
Connor: Care about that, Dress-for-Less?
Illyria: I will shred my adversaries. I'll pull their eyes out just enough to turn them towards their mewling, mutilated faces.
Wesley: You're a very inspirational person, have I mentioned that?
Gunn: Okay, you take the thirty thousand on the left.
Hamilton: Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, the Ram and the Hart. Their strength flows through my veins. My blood is filled with their ancient power.
Angel: Can you pick out the one word you probably shouldn't have said? (bites him, punches him) Wow! You really are full of it.
Lindsey: Those guys were chumps.
Lorne: Now they're chunks.
Illyria: I'll make trophies of their spines.
Angel: Good to have you on the team.
Lindsey: You gave up immortality for me. It's like some kind of fairy tale.
Eve: We don't live in a fairy tale.
Connor: So vampires really don't get the concept of "jokes."
Angel: I get the concept of jokes. I was at the taping of the first Carol Burnett Show. Tim Conway was on fire. It was special.
Connor: Have you ever written a resume before? Ever?
Angel: No. But I have very nice handwriting.
Connor: You girl.
Illyria: (To Gunn) Try not to die. You are not unpleasant to my eyes.
Illyria: Would you like me to lie to you now?
Wesley: Yes. Thank you, yes. (Illyria changes to Fred) Hello there.
Fred: Wesley. My Wesley.
Wesley: Fred. I miss you.
Fred: It's gonna be okay. It won't hurt much longer. And then you'll be where I am. We'll be together.
Wesley: I... I love you.
(Both are crying)
Fred: I love you. My love. Oh, my love...
This episode was nominated for a Hugo Award for Dramatic Presentation: Short Form.
Joss Whedon discussed the final battle in SFX Magazine.
"Gunn is dead. Illyria keeps fighting. Angel loses an arm. Spike gets Shanshu. And Xander loses another eye, which is funny, because he isn't even there."
This is all said in humor.
Because "Welcome To the Hellmouth" and "The Harvest" were shown together as the two-hour premiere of Buffy the Vampire Slayer, Angel and Harmony are the only characters to appear in the premiere of Buffy and the finale of Angel.
According to the DVD Commentary, the alley where Angel, Spike, Gunn & Illyria get ready to fight the demons is the same alley used in Season 1 where Angel and Faith were fighting at the end of the episode "Five By Five."
"Not Fade Away", "Just Rewards", and "Shells" are the only episodes on the Angel season five DVD release to contain the "Previously On" sequence.
Alleys are used a lot in Angel, as the title sequence ends in one, Liam (Angel) died in one, Darla died and Connor was born in one, the Beast appeared in one, and now it looks like Angel, Spike, Gunn and Illyria are going to die in one.
At the end of the UK (Sky One) airing of this episode, the WB's montage of scenes was played with the WB logo at the end being replaced with the Sky One logo.
Out of a total 110 episodes of Angel, Alexis Denisof (Wesley) has appeared in exactly 100 of them. He was not in the first 9 of the series and was absent from episode 5x08 "Destiny."
Counting Spike, Angel, and Wes, a total of 17 characters have crossed over from Buffy onto Angel.
Joss Whedon says that this entire season represents the Bush administration's handling of the war on terror. Angel joined Wolfram and Hart hoping that its power could help him and his team fight evil from the inside. When Angel finally realizes that they have all been corrupted and the apocalypse is occurring right under their noses, Joss explained, it was to resemble how the focus of the war on terror shifted to Iraq instead of remaining on the Taliban in Afghanistan where it belonged.
Joss Whedon was originally supposed to direct this episode but because of his commitment to the Firefly movie Serenity he was unable to do so. Therefore Jeffrey Bell directed this episode instead. Jeffrey Bell was originally scheduled to direct "The Girl In Question" (5x20).
After the episode ended, the WB showed a montage of scenes from the show over the past 5 years as a 'Thank You' to all loyal viewers.
Angel has the last line of the series. He says, "Let's go to work," right before the final fade-out.
Spike: And how do you know that, Kreskin?
The Amazing Kreskin was a popular televised mentalist in the 1970s who made predictions.
The Wilhelm scream can be heard while Lindsey and Lorne are fighting the Sahvrin demon clan.
The Wilhelm scream is a stock sound effect used in many films and TV shows that has become somewhat of an in-joke among sound designers.
Not Fade Away is the title of a song by Buddy Holly. It has since been covered by many other artists including The Rolling Stones, The Grateful Dead, Foreigner, and Ben Harper.
Angel: This may come out a little pretentious, but... one of you will betray me. (Spike raises his hand) Wes.
Spike: (disappointed) Oh. Can I deny you 3 times?
Angel is referring to the Biblical story of the Last Supper in which Jesus says that Judas will betray him.
Spike, in turn, is referring to the same story in which Jesus also says that Peter will deny him three times before dawn.
Spike: Well, wishes just happen to be horses today.
This is based on an old proverb/rhyme:
"If wishes were horses, beggars would ride.
If turnips were swords, I'd wear one by my side.
If ifs & ands were pots and pans,
there'd be no need for tinkers' hands."
Angel: Looks like we're getting kicked out of the garden, Eve.
Another joke on Eve's name. According to the Bible, after Adam and Eve sinned by eating from the fruit of the forbidden Tree of the Knowledge of Good and Evil, God kicked the two out of the garden of Eden.
Hamilton: We are legion. We are forever.
This alludes to the Bible passage in which Jesus meets a man who is possessed by demons. When he begins to exorcise the demons he asks their name and they reply, "We are Legion, for we are many."
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