Nitpick: Apparently Xander no longer remembers any of the military knowledge gained in "Halloween" (2x06). Riley uses one of the standard CRE (Close Range Engagement) hand signals, which are taught in boot camps of every military branch and during many different kinds of civilian law enforcement training, yet Xander does not know what it means. The "choo-choo" signal, as Willow calls it, means "hurry up." A stationary fist held out means "freeze."
In this episode we learn that Spike got the scar on his left eyebrow from his fight with the Chinese slayer and he got the leather jacket that he wears, from the second slayer he killed.
In the episode "School Hard" (2x03), Spike says to Angel "You were my sire, man!". In this episode we find out Drusilla is Spike's sire, not Angel. This may be a continuity error, or the earlier comment may have been more metaphorical than literal.
Goof: When removing the dead Slayer's coat a tan line can be seen on Spike's left arm. It can also be seen when Spike is getting angry while gathering the money in the alley.
Throughout the subway scenes Spike's reflection can be seen in the windows of the subway car.
Goof: In the alley just before the subway sequence Buffy threatens Spike with a stake in her right hand, yet when she first knocks him down and straddles him her hands are empty.
Goof: In the graveyard scene when Willow mimics Riley's "choo choo" gesture her right hand is empty. The scene pulls back to show her with Xander and Anya and suddenly she is eating a potato chip from her right hand.
Goof: In one of the Spike/Buffy scenes set in modern day, after we see Spike kill the Chinese Slayer, you can clearly see something obstructing the camera on the right side of the screen.
Goof: When Buffy pushes Spike down the side that the coat is still up his arm keeps switching, both sides down then just the right, then the left through out the whole scene.
Goof: Notice in the scene where Buffy pushes Spike down-she walks away and he is left crying and grabbing money. Well when they pan the camera in -notice the microphone box on James' back pants pocket, it's very visible.
In the episode "School Hard", Spike said, "The last Slayer I killed, she begged for her life." In this episode, we see that it is not true.
Cecily: Your poetry, it's... they're... not written about me, are they?
Spike: They're about how I feel.
Cecily: Yes, but are they about me?
Spike: Every syllable.
Cecily: Oh, God!
Spike: Oh, I know... it's sudden and... please, if they're no good, they're only words but... the feeling behind them... I love you, Cecily.
Cecily: Please stop!
Spike: I know I'm a bad poet but I'm a good man and all I ask is that... that you try to see me-
Cecily: I do see you. That's the problem. You're nothing to me, William. You're beneath me.
Angel: Congratulations. I guess that makes you one of us.
Spike: Don't be so glum, mate! The way you tell it, one Slayer snuffs it, another one rises. I figure there's a new Chosen One getting all chosen as we speak. I'll tell you what. When and if this new bird does show up, I'll give you first crack at her.
Drusilla: I smell fear.
Angel: This whole place reeks of it.
Drusilla: (about Spike's and Angel's fight) The King of Cups expects a picnic. But this is not his birthday!
Darla: (confused) Good point.
Buffy: Were you born this big a pain in the ass?
Spike: What can I tell you, baby? I've always been bad.
Spike: Every day you wake up, it's the same bloody question that haunts you: is today the day I die? Death is on your heels, baby, and sooner or later it's gonna catch you. And part of you wants it... not only to stop the fear and uncertainty, but because you're just a little bit in love with it. Death is your art. You make it with your hands, day after day. That final gasp. That look of peace. Part of you is desperate to know: What's it like? Where does it lead you? And now you see, that's the secret. Not the punch you didn't throw or the kicks you didn't land. Every Slayer has a death wish. Even you.
Harmony: Okay, I'm trying to be supportive here, so don't drive a stake through my heart like last time. But you can't kill Buffy. She's the Slayer. She is so gonna kick your ass.
Spike: Got two barrels here that'll prove you wrong.
Harmony: I knew you'd take this personally. You're so sensitive! How are you gonna kill her? Think! The second you even point that thing at her, you're gonna be all "Aaagh!" And then you'll get bitch-slapped up and down Main Street, unless she's had enough and just stakes you.
Spike: Sure, it'll hurt like hell for about two hours. But she'll be dead just a little longer than that.
Vampire: Killed with her own weapon. They ought to put this in a museum.
Riley: You know what they put in museums? Mostly dead things.
Buffy: Tell the tale, you get the cash.
Spike: Right. You want to learn all about how I bested the Slayers, and you want to learn fast. Right, then. We fought. I won. The end. Pay up.
Xander: What's with the hand wave? You see that? Does that, like, mean something?
Willow: It's code. I think it breaks down to "choo-choo!"
Anya: It probably means to follow him. That, or wait here for him.
Willow: Ask him.
Xander: Hey, Riley? What's the [hand wave] all about?
Riley: It means yell real loud so the vampires who don't know we're coming will have a sporting chance.
Xander: See, now he's all mad and sarcastic.
Giles: What does it say?
Buffy: Same as all the others. Slayer called, blah blah, great protector, blah blah, scary battles, blah blah, oops! She's dead.
Joyce: I'm fine, bordering on chipper, and tomorrow planning on being obnoxious.
Buffy: I can't believe I passed out. Do you think I'm a total wuss now?
Riley: Oh, yeah. I like a girl who can play a few hard sets of tennis with a major stab wound.
Buffy: You said it wasn't that bad.
Riley: I said I've seen worse. There's a difference.
Buffy: Well, at least no major organs got kebabed.
Spike: How many of my kind do you think you've done?
Buffy: Not enough.
Spike: Mm-hmm. And we just keep comin'. But you can kill a hundred, a thousand, a thousand thousand, and the armies of hell besides, and all we need is for one of us, just one, sooner or later to have the thing we're all hoping for.
Buffy: And that would be what?
Spike: (whispers in her ear) One... good... day.
Drusilla: And I wonder what possible catastrophe came crashing down from heaven and brought this dashing stranger to tears? Oh, I see you. A man surrounded by fools who cannot see his strength, his vision, his glory. That, and burning baby fish swimming all around your head.
Dawn: Did I just pull a Slayer-related Mom cover-up thing? Come on. Who's the man?
Buffy: You are. A very short, annoying man.
Buffy: Accelerated healing powers come with the Slayer package. And the boyfriend who comes complete with combat medical training? That's just a Buffy Summers bonus.
Spike: Sooner or later, you're gonna want it. And the second — the second — that happens, you know I'll be there. I'll slip in, have myself a real good day.
Buffy: So you traded up on the food chain. Then what?
Spike: Oh, please! Don't make it sound like something you'd flip past on the Discovery Channel. Becoming a vampire is a profound and powerful experience. I could feel this new strength coursing through me. Getting killed made me feel alive for the very first time.
Spike: As I thought: Some nasty thing got a taste of you.
Buffy: Don't get all excited. I'm fine.
Spike: Oh, right. Stuck in a dark corner with a creature you loathe, digging up past uglies, 'cause you're fine.
Dawn: When do I get to patrol?
Buffy: Not until you're never.
Spike: Come on Slayer, you know you wanna dance.
Buffy: Say it's true, say I want to. It wouldn't be you Spike, it would never be you... You're beneath me.
This episode is ninth in Joss Whedon's list of his top ten favorite episodes according to his personal letter included in the Australian Chosen Collection Box-set. The episodes on this top ten list are not ranked, but are put in order of which episode aired first.
The actresses who play the Chinese Slayer and the Subway Slayer in Spike's flashbacks are both also professional stunt performers as well as actors, and both performed their own stunts.
In what might be another reference to the Blade series, the second slayer that Spike killed bears a striking resemblance to Blade's mother in the first movie. In fact, both women give birth to future vampire hunters - Blade's mother to Blade, the Subway Slayer to Robin Wood from the seventh season of Buffy.
In reality, James Marsters got the scar during a New York mugging.
Doug Petrie only had 4 days to deliver the script for this episode.
This episode was originally going to be called "Love's Bitch" which would be a reference to the speech Spike makes about love in the episode "Lover's Walk" in season 3.
Spike tells Buffy about (and we see) the Slayer he killed in New York in 1977. In the season 7 episode "First Date" we learn who that Slayer is.
Kali Rocha, who plays Cecily, will return to the Buffyverse as Halfrek in "Doublemeat Palace".
Spike: Here endeth the lesson.
The phrase "Here endeth the lesson" is part of the Anglican church service. Millions of people have heard it once a week, every week of their lives. Hence in other contexts it is used to suggest that the lesson you have just received is comparable to the word of God. The phrase occurs widely. Sean Connery's character says it in The Untouchables (1987). The Master says it in "Never Kill a Boy on the First Date". Buffy says it in "Showtime".
Spike: (about getting vamped) Don't make it sound like something you'd flip past on the Discovery Channel.
The Discovery Channel is a US cable station offering documentary programs about nature, animals, health, travel, etc. (Also referenced in "The I in Team").
Buffy: It's about two Slayers: One in China in the Boxer Rebellion...
The Boxer Rebellion was an anti-Westerner uprising in China that took place from 1900 to 1901. Resentful of the economic power and social condescension practiced by Europeans and Americans living in China around the turn of the century, the Dowager Empress Tzu Hsi encouraged her subjects to rise up. This led to a group of armed Chinese calling themselves "The Fist of Righteous Harmony" smashing up western-controlled train stations and businesses and eventually actually murdering Westerners. A coalition of Western forces including the U.S. Marines fought the Chinese back to Peking and imposed harsh terms of surrender upon them.
Buffy: Look, I realize that every Slayer comes with an expiration mark on the package. But, I want mine to be a long time from now. Like a Cheeto.
Cheetos are a cheesy crunchy snack produced by Frito-Lay. Because they are a junk food packed with preservatives, they have a long shelf-life — though they will go stale much sooner than Buffy would have you think.
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