Buffy the Vampire Slayer Season 7 Episode 7

This episode won a Hugo Award for Dramatic Presentation: Short Form.

In one version of the script, when Dawn actually thinks she brought her mother back from the dead, there is the line:
Dawn: They told me I couldn't bring someone back.
Joyce: I guess I'm the first.
Which obviously is a hint that it was The First talking to Dawn.

According to the season 7 commentary, the demon that was attacking Joyce was actually the Gnarl costume (from Same Time, Same Place) painted black.

Azura Skye was only supposed to play the character, Cassie Newton, in a single episode (Help), but she reprised the role in Conversations With Dead People because Amber Benson declined to return as The First masquerading as Tara. The script was rewritten so that The First appears as Cassie instead.

Holden is the second schoolmate of Buffy's to be named after a car make. The first was Ford, in the episode Lie To Me.

This episode is number nine in Joss Whedon's list of his top ten favorite episodes according to The Last Sundown featurette in the season seven DVD box set.
In another top-ten list (which is actually comprised of twelve episodes) this episode is placed as number twelve. However, this top "ten" list is not put in ranking order, rather the episodes are placed in air-date order (to which episode was first aired). The is according to the top ten list exclusive to the Australian Chosen Collection Box-set.

According to Jane Espenson's website, the DVD commentary for this episode was recorded on July 14, 2003.

Jane wrote her section of the script during a weekend in Las Vegas gambling in the casinos.

The line "strong, like an amazon" was a reference to a conversation between Willow and Tara in the Season Five episode "The Body".

In an interview Jane Espenson said she would rather have written the Jonathan/Andrew/The First scenes as Jonathan was her favorite character and if he was going to die she wanted to say goodbye to him. She was, however, also happy with the scenes that she did write.

On the season 7 DVD commentary, it was said that Kali Rocha (Halfrek) was asked to come back as the first to haunt Anya, but she couldn't make it due to some other work.

On its first showing in the UK, this episode was greatly edited, especially the scene where "Joyce" is attacked by a demon. It can be seen in its entirety on video.

Although James Marsters appears in this episode he has no dialogue.

In an interview, Jane Espenson revealed that it was Joyce/The First that appeared to talk to Dawn at the end of the episode.

Joss Whedon has a penchant for using the same actors in multiple roles on his various series. Such is the case of Jonathan M. Woodward, who plays Holden "Webs" Webster. Woodward also played the characters of Knox on Whedon's Angel in the episode "Home", as well as the character of Tracey in an unaired episode of Whedon's Firefly, entitled "The Message". All aired (or were filmed) during the same television season.

This is singer Angie Hart's third appearance on the show. Previously, her husband Jesse Tobias (worked on "Once More With Feeling") fronted the band "Splendid."

In an interview with Drew Goddard with the girls at the Succubus Club, he mentioned that four of the main writing team contributed to putting this episode together: Marti Noxon wrote most of the Willow/Cassie story, Joss Whedon wrote most of the Buffy/Holden story, Drew wrote the Andrew/Jonathan/Warren story at the High School, and Jane Espenson wrote the Dawn/Joyce story.

The crypt where Buffy & "Webs" talk is the same, or very similar to the one in "Welcome to the Hellmouth" where Buffy meets Darla.

Rumors existed that Eric Balfour (who played Xander's friend Jesse who died in the series premiere and was never referred to again afterwards) was offered the chance to return as "Jesse/the First" in a confrontation with Xander as a substitute scene for the Willow/Tara-the-First scene, since Amber Benson refused to return. Had this been the case, Alyson Hannigan would not have appeared in this episode.

Amber Benson was offered a chance to play "Tara as the First" in this episode, appearing to Willow in the library. Benson very nearly accepted but at the last minute declined, claiming that this would be cruel to both Willow and the fans.

Joss Whedon and Angie Hart together wrote the song "Blue" which Angie sings in the teaser. The video clip for the song begins almost exactly as this episode does, with the band setting up their instruments.

Andrew and Jonathan talk about a dream that they've been having. Andrew says, "It eats you, starting with your bottom." This is obviously, "From beneath you, it devours," which seems to have been mixed up in the translation from Spanish, in which they heard it.

Holden makes a comment about nemeses. Buffy then asks, "Is that how you say it?". This is a reference to the Season 6 episode Gone, where Warren, Andrew and Jonathan are revealed to Buffy and say that they are her "arch-nemsis-es".

Dawn says "Mom...Mom?...Mommy??" This is the same thing that Buffy said when she found her mother on the couch.

Holden informs Buffy that her ex-boyfriend Scott Hope came out of the closet and is now gay. A possible reference to the fact that Fab Filippo, the actor who played Scott, now plays a homosexual on Showtime's Queer as Folk.

Nicholas Brendon and Emma Caulfield do not appear in this episode. This is the only episode Nicholas does not appear in. Emma has not appeared in several episodes since becoming a regular.