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When Bethany comes back to Lilah's after being attacked, she has no mark on her forehead but there was an excessive amount of blood on her left temple when she spoke with Angel in the scene before. It makes sense that she cleaned up before coming back, but there should be a visable cut.
When Angel is talking to the police officer the camera is on the cop, and then it's on Angel. Behind Angel there are people standing in the distance. Then the camera goes back to the cop then back to Angel and the people are gone. The camera goes back to the police officer and then back to Angel and the people in the distance are standing there again.
When Angel runs out of the hotel, he is not wearing a coat. But when he gets to his destination he is wearing one.
When Cordelia applies gauze on Angel's chest and shoulder she clearly has problems and puts tape every here and there. Then when we see Angel in his bedroom, just minutes later, he takes off his shirt and the bandage is nicely fitting with just one strip of tape at the bottom and one at his back.
Darla has clearly stuck her teeth in Angel's shoulder during the flashback/dream. However, after he pulls her head away, there are no bite marks. Angel has also bitten Darla's shoulder, but there are likewise no marks.
In the scene when Bethany throws Wesley and Angel to the ground in the Hyperion's garden, we can see that the sole of Angel's shoe is black, but after he escapes from the sun light into the shadows, the shoe's sole has a major yellow part.
When in the scene with Bethany and her father, after the explosion Angel is seen pinned against the far back wall in the background as the father speaks. After he's finished, Angel is seen on the ground again, getting up and Bethany pins him to the wall.
When Bethany's father arrives her telekenetic powers cause an explosion smashing windows in two floors and hurtling Angel and Cordelia into the wall, yet her father wasn't affected in any way. Surely her subconsious would have either aimed the blast at her father, or uncontrolably aimed the blast in all directions.
Cordelia is pierced in the bicep by the nail, and she starts the scene holding her bicep. But in the next shot, as she stands up, she is clutching her forearm instead.
The gypsy girl in the dream sequence is played by a different actress then the one we've seen in previous flashbacks.
Lilah: Shut up! Just shut up. One more excuse from you and I am going to bury you alive, next to my house so I can hear you screaming.
Angel: What do we know about telekinesis?
Wesley: Ah yes, the power of moving things with one's mind. (takes a deep breath) That's pretty much it. The power of.. moving.. I.. I'm better with demons really.
Angel: Time to broaden your horizons.
Gunn: You call, I come. Loaded for bear, ready for battle... and something else that starts with "B."
Wesley: What is that?
Gunn: (about his axe) Isn't this the thing? Some the kids in my camp put it together for me. Thought I might get the chance to stick it in somethin' tonight.
Cordelia: Men are all alike.
Gunn: The fair Cordelia. You still saving my life?
Cordelia: Every minute.
Gunn: How's that working out?
Cordelia: You're alive, aren't you.
Wesley: Angel, are you sure this isn't a demon of some kind?
Angel: She's just a girl.
Cordelia: Just a girl who could kill your ass by blinking.
Lilah: You're special, Bethany. In the old, non-retarded sense of the word.
Angel: Did you get a hold of your friend? Is she okay?
Bethany: She says she's fine - worried about me. How do you explain... She'd just think I'm crazy.
Angel: Are you?
Angel: Well, if you are, you know, crazy, I just think things will go smoother if I know up front.
Lilah: You think that's it? Poof, you're cured and all you're nightmares are gone?
Bethany: I'm not an idiot, Lilah, and I'm not a child.
Lilah: Yes you are, and you need us. Sooner or later your powers are gonna get out of control, and you're gonna need a friend.
Bethany: My friends don't hire men to rape or kidnap me, at least not my close ones anyway.
Bethany: So, are you and Angel...?
Cordelia: Oh, no. I like my men less broody and more spendy.
Angel: You wanna make love, but you don't wanna be touched?
Bethany: "Make love"? What are you, from the eighteenth century? I was just... I just wanted...
Angel: What'd you want?
Bethany: Are you shocked I'm a great big slut?
Angel: You'll find I'm not easily shocked, Bethany.
Bethany: Everyone thinks I'm so fragile and innocent. Men love it.
Angel: Do you?
Bethany: Do I love it? Who cares. I'm - I'm - like the chambermaid. I just leave. When a guy's on me, I... I made up the room, I showed him in and I leave till he's gone. Come back and clean up the mess.
Angel: And the men?
Bethany: What, you think they'd notice or care I'm not there? Would you?
Angel: I don't think everyone's as bad as you'd have them be.
Bethany: Oh, right. You love the people. Love them so much, you've got a hundred rooms to be all alone in.
Angel: You're gone.
Cordelia: You can't fire Wesley! I'll quit, too! Unless you're firm.
Wesley: I mentioned her father.
Cordelia: Well, who's her father?
Wesley: No, it's... The sort of trauma that can produce this level of psychic power usually involves abuse of some kind - very early on. You'd mentioned a sexual vibe, she made that crack about family business. Statistically speaking, the father was the best guess.
Cordelia: There's not enough yuck in the world.
Angel: Would you like some tea?
Bethany: Yeah, please.
Cordelia: You shouldn't worry. Angel does this kind of thing all the time.
Bethany: Makes tea?
Cordelia: Helps people. You know, he helps people with problems.
Bethany: So what's wrong with you?
Wesley: Where to begin?
Cordelia: No leads worth mentioning. Of course, we lost a little time during my 45 minutes of sleep. Good thing I left clothes here, or you'd be smelling me even now.
Angel: She said she was staying with a friend.
Cordelia: Well, that narrows it down to people who have friends. Where do we keep that list?
Darla: Exciting, isn't it?
Lilah: Darla. I didn't see you.
Darla: Going through their things, all the little pieces of themselves locked away, given you a naughty little thrill of control.
Lilah: I just like to keep abreast of his latest project. He's probably in my office right now trying to find out about mine. That's just how it works at our firm.
Darla: Hmm, all you busy little worker bees, plotting your little schemes.
Lilah: Calynthia powder? Is that how you keep Angel sleeping when he's with you?
Darla: There is nothing so lovely as dreams. Everything is in them, everything hidden. Open those chambers and you can truly understand someone and control them.
Lilah: And what's hidden in Angel's secret chambers?
Bethany: What are you?
Angel: I've come to help you. My name is Angel.
Bethany: Ha. Ha. Great, I stabbed an angel. Now I'm really never getting into heaven.
Angel: Do you know how hard it is to think straight with a rebar through your torso?
Cordelia: Actually, I do. Benefits of a Sunnydale education.
Bethany: You were right. This is great.
Cordelia: It's the vanilla that makes the mocha less "latte-y."
Bethany: Yeah. Where I'm from, you know they still just have coffee. Everything else is that L.A. stuff.
Cordelia: Yeah. Don't bone my boss.
Cordelia: Angel. He's strictly a no-bone.
Cordelia: There's something. She's got a vibe, I'm getting a vibe. She's vibey.
Gunn: I'm still tryin' to get over this man's ugly ass living room. Some people shouldn't be allowed to have money.
Cordelia: You can't fire me. I'm vision girl.
Angel: The time I've lived, I've seen some horrors, scary behavior, and a couple of fashion trends I constantly pray to forget.
Cordelia: (applying a bandage to Angel) I can't get this bandage to...stop moving!
Angel: I'm not.
Cordelia: Well then, stop breathing.
Angel: I don't breathe.
Cordelia: Then stop flexing your manly boob muscles, or whatever.
Wesley: That's an ugly looking wound.
Angel: Doesn't feel pretty either.
Wesley: I am not a sheep!
Cordelia: You are such a sheep. You've never had a single opinion you didn't read in a book.
Wesley: At least I've opened a book.
Cordelia: Oh don't even try with the snooty, Wooly Boy. I was top 10 percent of my class!
Wesley: What class? Advanced bosoms?
Angel: Hey! What the hell's going on here?
Cordelia: We were just discussing whether or not we should offer to pay Gunn.
Angel: ... No you weren't.
Wesley: Well, our discussions tend to go about 3 minutes, then it's strictly name calling and hair pulling.
Bethany: I could make you happy.
Angel: You wouldn't like me when I'm happy.
In this episode the apple logos on Cordelia's laptop are clearly visible. This is in comparison to Episode 2x2 "Are You Now or Have You Ever Been?" where all the logos had been covered up by Post-It Notes.
Playing near the carousel -- "At the Fairground" from the Opus Music Library
This is the first time series creator/executive producer Joss Whedon has directed an episode he hasn't written.
Cordelia makes reference to the Buffy the Vampire Slayer episode "Lover's Walk" (3x08) in which she fell through an old staircase and was impaled on a piece of reebar. That incident was taken from a real event in the life of actress Charisma Carpenter (who plays Cordelia) when she was a small girl.
Angel: You wouldn't like me when I'm happy.
Probably one of the best known lines of the Incredible Hulk TV series - Bill Bixby as David Banner utters it (sorta) to reporter McGee, and it's repeated in that show's opening credits. Of course, Banner turned into the Hulk when he gets angry, and the line, is "Mr. McGee, don't make me angry. You wouldn't like me when I'm angry." Still, the end result of a rampaging beast is the same.
Cop: No one but our Mr. Bill.
Mr. Bill was a gag sketch on Saturday Night Live. He was a man made out of play-doh who was constantly getting hurt and smooshed.
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