We learn that Buffy's middle name is Anne.
When Xander and Cordelia kiss, the music that plays is the same theme that played when they first kissed in the episode "What's My Line?" (2).
This is one of the few times that students other than the Scooby Gang are in the library. This became a running gag among the show's fans.
Goof: During Belly Love's performance at The Bronze, Xander and Willow are seen from an overhead shot. Xander's left hand is on his stomach and appears to be holding a clear plastic cup. The shot dissolves to a closer shot and Xander's left hand is now down below his waist and the cup is gone. The music plays uninterrupted indicating that the dissolve shot does not involve elapsed time.
Goof: In the fight scene at the end of this episode, Buffy is wearing a pair of Nike shoes. After Buffy climbs the chain to join the others, she is suddenly wearing a pair of Keds.
Goof: One of the high-angle shots of Buffy on the platform fighting demons reveals a camera and its crew on the left. Buffy even throws a demon in their direction.
Goof: When Buffy pushes the old man out of the way of the oncoming truck, you can see Buffy's stunt double's flesh colored knee pads as she rolls off the hood and onto the street.
Goof: When the old man steps onto the open street when Buffy is talking to Lily, at first his pant legs are hiked up enough to show off his boots, then down to cover a different pair of shoes, then up again, then down again.
Goof: When Buffy is fighting all the demon guards on the platform, you can see not one, but many safety mats for them to land on in the background all around where they are being knocked off.
Willow: You came to visit me... you came with books? Are they books for me?
Oz: Well, actually, they're kind of for me.
Willow: I don't get it.
Oz: Well, it's sort of a funny story. You remember when I didn't graduate?
Willow: Well, I know you had a lot of incompletes, but that's what summer school was for.
Oz: Yeah, well, you remember when I didn't go?
Giles: I mean, you know, I appreciate your efforts to keep the vampire population down until Buffy returns, but if anything should happen to you, or you... should be killed, I should take it somewhat amiss.
Willow: You'd be cranky?
Ken: (to Buffy) You've got guts. I think I'd like to slice you open and play with them.
Buffy: I don't want any trouble. I just want to be alone and quiet in a room with a chair and a fireplace and a tea cozy. I don't even know what a tea cozy is, but I want one. Instead, I keep getting trouble, which I am more than willing to share.
Buffy: So, probably go faster if we split up.
Lily: Can I come with you?
Buffy: Okay, where did I lose you on the whole splitting up thing?
Xander: Yeah, the slaying isn't getting any easier, either.
Oz: I don't know, I think we're kinda getting a rhythm down.
Xander: We're losing half the vamps.
Oz: Yeah, but... rhythmically.
Lily: Chantarelle was part of my exotic phase.
Buffy: It's nice. It's a mushroom.
Lily: It is? That's really embarrassing.
Buffy: Well, it's an exotic mushroom, if that's any comfort.
Willow: I'm trying to get to cute, really, but I'm still sort of stuck on strange.
Oz: Well, I'd be willing to bargain down to eccentric, with an option on cool.
Cordelia: Las Palmas was a nightmare resort. They order you around, and make you have organized "fun". And I use sarcastic quote marks. Plus the fact, there are cockroaches in Mexico big enough to own property.
Xander: I can't wait to see Cordelia! I can't believe I can't wait to see Cordelia.
Willow: I wonder what our first homework assignment's going to be! Hey, you're excited over Cordelia, okay? We've all got issues.
Buffy: Hey, Ken, wanna see my impression of Gandhi?
(She brings her weapon down on Ken's head, killing him)
Buffy: Well, you know, if he was really pissed off.
Guard: Who are you?
Buffy: I'm Buffy, the Vampire Slayer, and you are?
Larry: This is our year, I'm telling you. Best football season ever. I'm so in shape, I'm a rock. It's all about egg whites. If we can focus, keep discipline, and not have quite so many mysterious deaths, Sunnydale is gonna rule!
Buffy: Stay with me.
Angel: Forever. That's the whole point. I'll never leave. Not even if you kill me.
Xander: Okay, and the, uh, second problem I'm having... 'Come and get it, Big Boy'?
Willow: Well... W-well, the Slayer always says a pun or-or a witty play on words, and I think it throws the vampires off, and, and it makes them *frightened* because I'm wisecracking. Okay, I didn't really have a chance to work on that one, but you try it every time.
Oz: Uh, if I may suggest, 'This time it's personal.' I mean, there's a reason why it's a classic.
Buffy: I woke up one morning and was all.. 'Hey, I need to change!' I'm just so bad, what with all the sex, and the envy... Oh I just suck at undercover.
Cordelia: What's the plan?
Xander: The vampire attacks you.
Cordelia: And then what?
Xander: The vampire kills you. We watch, we rejoice.
Willow the Vampire Slayer: That's right Big Boy. Come and get it.
The actor playing Ken, Carlos Jacott, will later appear on Angel in the episode "Bachelor Party", and on Firefly in the episode "Serenity". This makes him one of Joss Whedon's "hat-trick" actors (actors who have appeared in all three of Whedon's television shows).
At the beginning of this episode, Oz is wearing a t-shirt that says "25 cent peepshow" on it. Xander wore this same shirt in Season 1.
From this episode the show now has a different version of the opening theme song.
Beginning with this season and continuing through the rest of the series, the show is now shot using the more expensive 35mm cameras, whereas the first two seasons were shot using the cheaper 16mm models. This is why the Scoobies and their surroundings now look noticeably fresher and more colorful for their final year in high school.
This is the first time in the show Buffy says: "I'm Buffy, the Vampire Slayer."
As of this episode, Seth Green is now a regular cast member and is featured in the opening credits.
This episode marks the end of Anthony Stewart Head's narrative voice-over about the history of the Slayer.
In the October 1, 1999 issue of Entertainment Weekly, Michael Gershman, the director of photography, said this was his favorite episode.
This may be a visual play on the spirit of workers rising up against their oppressors; Buffy actually uses the symbols from the old flag of the Union of Soviet Socialist Republics as real weapons. This is a very powerful image which brings others to mind, such as the union sign scene from the film Norma Rae and propaganda posters from the days of the Cultural Revolution/Cold War.
Diner Name: Helen's Kitchen
The name of the diner where Buffy works while in L.A., Helen's Kitchen, is probably a reference to Hell's Kitchen, the famous grimy-n-gritty section of New York. It's also fitting for the episode's theme, as Ken takes Buffy and Lily into a hell dimension.
Oz: If I can suggest: 'This time it's personal'? I mean, there's a reason it's a classic. Oz quotes a little Jaws: The Revenge, the fourth and final Jaws film released in 1987, when the gang is in dire need of some snappy quips with the absence of the ever-witty Buffy.
Rickie: How much can we afford with this much?
Buffy: Wanna see my impression of Gandhi?
Mohandas Gandhi (1869-1948) also known as Mahatma, was a revolutionary leader in promoting religious tolerance and self-rule in India. His efforts led to the independence of India from Britain in 1947. While he may have be "really pissed off" he is most known for his non-violent approach.
Buffy: We've gone public.
Normally a person goes public, making something formerly a secret generally known, willingly. Here Buffy uses the expression to refer to the fact that their rebellion is now widely known.
Xander: Look, I don't mean to poop the party here...
A play on the expression party pooper. A party pooper is a person who ruins everyone's fun at a party by not having fun themselves. It's grown to mean anyone who squelches another person's enthusiasm.
Xander: So you guys might want to duck and cover.
Likely a reference to the war survival movies of the 50s. Students were instructed to duck and cover, kneel on the ground with their hands over their heads, in the event of an bombing. In retrospect, it seems like a rather unlikely way to survive a nuclear blast. Given that the show is set in California, this could also be a reference to a school taught earthquake drill.