While she is sitting in the kitchen talking to Kennedy, Faith is eating "Tito's" potato chips (a non-existant brand with packaging similar to "Lay's" brand chips). Xander, Willow and Anya are also seen eating Tito's potato chips when going patrolling with Riley in the episode Fool for Love (5x07).
Surprisingly, considering his lifestyle, Clem is driving a new Volkswagen Beetle.
It looks like the jacket that Buffy is wearing changes from the very end of the past episode to the beginning of this episode. How did that happen if she was walking around all night?
When Buffy is talking to Clem, you can see the Espresso Pump in the background, all boarded up. Why would the owner bother to do that? In previous episodes (most notably 'The Zeppo', where Xander and the zombies run through it) they only bothered to put a chain over the entrances, not to keep it safe, but to tell people that is closed. Now, since people have no intention of coming back, and they're abandoning it, they want to keep it safe?
At the beginning of the show you see most people leave Sunnydale (backed further as the town is shown deserted more and more) yet when Faith and the Girls go out dancing the Bronze seems really full.
However, it does seem reasonable that the people who are left behind might want to spend more time together. Also, one very human response to impending danger is to get very busy acting as if it isn't going to happen.
When Kennedy and Amanda are downstairs listening to Anya's speech, they have no scars on their faces. Later, when upstairs and talking to Faith, Kennedy and Amanda both have visible scars on their faces. Later on, when Kennedy is talking to Buffy in the Living Room, her scars magically move on her forehead...
When Giles shows Spike the photo of the mission, Spike then leaves straight away, Giles did not tell him where the mission is.
So why again did Willow use magic to get the files? Ever since season 1 she always hacked to the police records. Plus why would the police already have those files at the station?
In "First Date", Giles complained that this is war and there should be no dates. Now that they have a new foe (Caleb) and Buffy finally gets that now, he lets Faith take the girls out.
The timing of the Bronze party and Xander's welcome-home party is off. Kennedy says they didn't have time to do more for Xander's party...because Faith took them off to the Bronze to dance? Way to welcome him back. Also, Wood says he's there for a "big meeting" - is he talking about the big meeting to welcome Xander home, or the strategy "big meeting" they have a few minutes later that no one but he, Faith, and Buffy know about. And if there was a big strategy meeting planned, wouldn't they have missed it by going to the Bronze and drinking? They're only back at the Summers' home because Buffy sent them back.
Is it just me or did Anya's hair change from straight to curly. When they kicked Buffy out she had straight. When the morning continued the next episode she was curly.
Anya: OK... I know you're all upset... and I, myself, would much rather be sitting at the bedside of my one-eyed ex-fiancé than killing time here with you people in this over-crowded and might I add increasingly ripe-smelling basement. And I would be, too, if not for a certain awkward discussion he and I recently had right over there on that cot immediately following some exciting and unexpected break-up sex.
Buffy: Wait... Guys... I can't watch you throw away everything. I know I'm right about this, I just need a little... I can't stay here and watch her lead you into some disaster.
Dawn: Then you can't stay here. Buffy, I love you but you were right, we have to be together on this. You can't be a part of it so I need you to leave. I'm sorry but this is my house too.
Buffy: Ha, you're just loving this aren't you?
Faith You have no idea what I'm feeling.
Buffy: Come in here, take everything that I have, I mean you did it before. Did you tell them that, did you tell them how you used to kill people for fun. Eh, you guys think that's nifty...
Giles: Buffy that's enough!
Faith: I didn't come here to take anything away from you but I'm not gonna be your little lap dog either. I came here to beat the other guy, to do right, however it works. I don't know if I can lead but the real question is can you follow?
Kennedy: Maybe we need a vote to see who wants Faith to have a turn in charge?
Kennedy: No what!
Buffy: No... you dont get to vote until I have my chance to pal around, you know get everybody drunk. See I didn't get that this was a popularity contest. I should have equal time to bake them cookies, braid their hair...
Faith: Learn their names.
Buffy: Look, I'm still in charge here.
Rhona: And why is that exactly?
Buffy: Because I'm the Slayer.
Rhona: And isn't Faith a Slayer too?
Faith: What? Woah, woah, woah. So not what I meant. I'm not in-charge-chick, I think B here just needs to chill out for a bit, take a siesta or something but I'm not the one you want.
Buffy: Look, I'm willing to talk strategy ok. I'll hear suggestions on how to break this down, but this is the plan. We have to be together on this or we will fail again!
Giles: We are clearly demonstrating that we are not together on this.
Buffy: Which is why you have to fall in line!
Buffy: Look I wish this could be a democracy, I really do, but democracies dont win battles. it's a hard truth but there has to be a single voice. You need someone to issue orders and be reckless sometimes and not take your feelings into account. you need someone to lead you!
Andrew: See look, the Post-It is still here 'Andrew's, Please Don't Eat'. And look, the box is (shakes box) empty.
Buffy: (to Faith) Don't be afraid to lead them. Whether you wanted it or not, their lives are yours. It's only going to get harder. Protect them, but lead them.
Rona: OK, you know what? I used to be really afraid of these Ubervamp guys, but then the scary preacher blew into town, and now I'm mostly terrified of him.
Spike: You know, sometimes our missions end up with you trying to kill me. I'm not fond of those.
Xander: Parties in this house, I usually end up having to rebuild something.
Clem: It's getting so bad here you can't even swing a cat without hitting some sort of demonic activity. Not that I swing cats, or eat cats... anymore. Yep, cutting back. Cholesterol... I mean, morals.
Rona: Ding, dong, the witch is dead!
Dawn: Shut. Your. Mouth!
Amanda: Do you think there are going to be questions about her sex life on the test?
Andrew: It's the fundamental lack of respect.
Giles: Shut up. Pay attention.
Spike: It is not for thee. It is for her alone.
Faith: How old are you?
Faith: Yeah, we're gonna get you a real nice 7 up, ok?
Caleb: Oh look. Things don't go your way, so here come the water works. Ain't that just like a woman.
Xander: I'm trying to see your point here Buff, but I guess it's a little to my left, 'cause I can't see it.
Caleb: I'll see you soon little lady.
Andrew: Can't? Can't is a four-letter word! I'm Andrew, I'll be your bad cop for the evening.
Anya: (to Buffy) You really do think you're better than we are...but we don't know. We don't know if you're actually better. You came into the world with certain advantages, sure. I mean, that's the legacy. But you didn't earn it. You didn't work for it. You've never had anybody come up to you and say that you deserve these things more than anyone else. They were just handed to you. So that doesn't make you better than us. It makes you luckier than us.
The promo of this episode says that throughout the show, 526 demons were slayed and 1342 vampires were dusted.
It is revealed in this episode that most of the residents of Sunnydale have decided to leave town. This becomes an important factor in the upcoming episodes.
The band that is playing at the Bronze is Nerf Herder who perform their songs "Rock City News" and "Mr. Spock". Nerf Herder composed the theme song for Buffy the Vampire Slayer. Their appearance is perhaps symbolic as this is the final time we see the Bronze.
Justin Shilton, who plays one of the cops, also appeared on Angel in the season 3 episode Billy, as Billy Blim.
This marks the final appearance of James C. Leary as "Clem" on the series.
Andrew can be seen writing the words "Breakup Sex" on his note board after Anya mentions what she and Xander did on the cott.
We may have finally seen what Joyce meant in "Conversations With Dead People" when she told Dawn that Buffy wouldn't choose her. She'd be against her.
Also, as it turns out, Xander does suffer permanent damage resulting in his fighting for Buffy. JUST like his nightmare of the future married to Anya (season 6, Hell's Bells). Only it's a missing eye, not a shot back.
The song played in the promo for this episode is "Goodbye to you" by Michelle Branch. The same song was heard in "Tabula Rasa" in Season 6.
In this episode Spike and Andrew discuss flowering onions. Spike has previously shown an interest in flowering onions in the season 5 episodes "Triangle" and "Crush".
Xander makes a reference to his pirate costume and fake parrot, which he wore in the season six episode "All the Way."
The inscription on the wall reads "It is not for thee. It is for her alone to wield."
When Buffy runs into Clem at the beginning of the episode it appears that it's the following morning and that Buffy walked the streets alone all night.
Willow using magick to alter the cops' perception is reminiscent of Amy altering the teachers' in "Bewitched, Bothered and Bewildered."
It seems as though the First is trying to isolate Buffy from her friends. Buffy is clearly stronger with her friends, but the First didn't originally notice this. Spike told Adam the same thing in Season 4.
Faith is apparently now a responsible adult as she takes the liquor that Amanda was drinking because she was underage and offers her a 7-UP.
While Faith, Dawn and the potentials dance at the Bronze, Nerf Herder are playing ('Rock City News'). The last time Faith danced at the Bronze was in 'Who Are You', although she was in Buffy's body at the time. Coincidentally, Nerf Herder were also playing then too (the song 'Vivian').
Sarah Michelle Gellar's voice in the opening scene with Clem sounds like she was recovering from a cold. Back in March, Michelle Trachtenberg was recovering from a cold when she appeared on the Caroline Rhea Show also.
The picture that Buffy admires when she visits her office, is the same one she looks at in "Primeval", and she is also wearing the same outfit as that episode. The same, or similar picture, was also seen in 'Halloween' and 'Dead Man's Party'.
Everything Anya said in speech is what Buffy said to Giles when they first met in "Welcome to the Hellmouth," but the part of it regarding her superiority is exactly what Buffy spoke about in 'Conversations With Dead People.'
The helmet that Andrew wears while riding the motorcycle with Spike was the same helmet worn by Dawn in 'Bargaining (Part 2)'.
Faith: Hey, shouldn't you be down at Hogwart's?
Hogwart's School of Witchcraft and Wizardry is the magic school from the "Harry Potter" books by J.K. Rowling and the popular film series.
Xander: I keep waiting for my other senses to improve 50%.
Usually when someone loses their sight, the other four senses (most commonly hearing) are naturally enhanced enabling them to continue living a normal life.
Xander could also be referring to the comic book and movie "Daredevil", in which Matt Murdock becomes blind, but all his other senses are enhanced, making him into a superhero.
Xander: And you know what the best part is? No one will ever make me watch Jaws 3D again.
Jaws 3D is, obviously, a 3D movie about a killer shark. Because of Xander's one eye, he couldn't experience the 3D-ness.
Spike: Not as good as those onion blossom things.
Referring to a popular appetizer served at some restaurants (Chili's, etc), called Awesome Blossoms. They are sliced whole onions, dipped in batter and deep fried.
Faith: Listen, we're fighters, all of us, but you gotta give me something to fight, something real, not--
In Don Quixote, The main character fights what he thinks is a giant monster. In reality it is a windmill and so it is nothing real to fight.
Title: Empty Places
The title of this episode is probably a reference to the Pink Floyd song of the same name from The Wall.
"What shall we use to fill the empty Spaces where we used to talk? How shall I fill the final places? How shall I complete the wall?"
Rona: Ding Dong! The Witch is dead!
Rona quotes a line from the song Ding Dong! The Witch Is Dead featured in the 1939 movie The Wizard of Oz. The munchkins sing this song when the Wicked Witch of West dies.