Goof: As Angelus leaves through the double doors after the confrontation with Buffy, Willow, Xander and Jenny you can see his reflection in the door glass.
The scene where Oz tells Willow that he dreams about kissing her, but he won't, because, "to a casual observer, it would appear you're trying to make your friend Xander jealous, and that's on the empty side. You see, when I'm kissing you...you're kissing me." was specifically written by Joss to make the audience warm to Oz, as many viewers were still hoping for Xander and Willow to date.
If you look at the script after Angelus opens the door to Jenny's uncle's room there is an entire scene after he says, 'not really' of him torturing Jenny's uncle, which was cut.
Goof: The Judge bursts into flame before the missile actually strikes him.
In the scene where Angelus was with Spike and Drusilla in the beginning, the heart on his claddagh ring was pointing away from the base of his finger. Then in a later scene when he goes back into his apartment and meets Buffy and he lifts his hand up to her, you can clearly see the heart is now pointing the opposite way toward the base of his finger.
This may, however, be intentional.
Angel might have turned the ring around towards the base of his finger to fool Buffy, since the direction of the heart is meaningful.
Nitpick: The scene in the library when the Scoobies are meeting up to report on their recon from the night before is clearly meant to be first thing in the morning - before any classes. The clock behind Giles not only says that it is almost 1pm, but it doesn't change for the whole scene. You can even see that the clock doesn't work because the second hand isn't moving.
Nitpick: When the Scoobies are ducking behind the counter before Buffy shoots The Judge, you can't see Cordelia anywhere, even though in the shots before and after she is there.
Goof: When Angelus walks into Jenny's uncle's hotel room you see him sitting in front of a mirror and then you see Angelus walk in (through the mirror) when vampires are not suppose to have a reflection.
Nitpick: Giving the military the benefit of the doubt, why is a door that says "Secured Area" on it unlocked?
Nitpick: How did they get the lights back on so quickly? Assuming that he didn't just turn off the power, that he actually cut the lines, they couldn't have done anything about it without calling attention to themselves.
Nitpick: Just like in "School Hard", when the power is cut, the display cases are still lit up!
Goof: After Angelus and Drusilla jump to avoid the rocket launcher, we see their reflections in the mall floor. You also see Dru's reflection in the glass display behind her.
Nitpick: After the stand-off in the dark school hallway, Angelus dashes out the doors. Look closely out the door, though, and you'll see that it is kind of sunny out. Angelus should've thought of a better exit.
Goof: At the end of "Surprise" it is still raining when Angelus runs outside and he gets soaked again. However, when he bites the woman at the start of this episode he is suddenly dry. Also, even though it has stopped raining, water should still be dripping or pouring off the surrounding buildings or structures, yet everything is dry.
Goof: Xander tells Cordelia to meet him at Willow's house in thirty minutes, wearing something trashier. Then it's the next day, when Buffy accosts Ms. Calendar in her class, demanding answers. The next thing you know, it's night again and Xander, Willow, Cordelia and Oz are at the army base. Joss himself has spoken on this: "I was watching the final mix of 'Innocence' when I noticed this huge mistake. Let's just think of it as them going to Willow's the night before to practice and go over what they were going to do."
Xander: Willow, we were just kissing. It doesn't mean that much.
Willow: No. It just means that you'd rather be with someone you hate than be with me. (turns around and runs away)
Angelus: Don't you look spiffy!
The Judge: Spiffy?
Angelus: Spike, my boy, you really don't get it, do you? You tried to kill her, but you couldn't. Look at you, you're a wreck! Force won't get it done, you've gotta work from the inside. To kill this girl... You have to love her.
Xander: Sorry I snapped at you before.
Cordelia: Well, I'm reeling from that new experience.
Xander: I was crazed, I wasn't thinking.
Cordelia: I know, you were too busy rushing off to die for your beloved Buffy. You'd never die for me.
Xander: No, I might die from you, does that get me any points?
Spike: Funny that restoring energy looks a lot like sitting on your ass. When do we destroy the world already?
Angelus: You have to know what to see...
Oz: So, do you guys steal weapons from the Army a lot?
Willow: Well, we don't have cable, so we have to make our own fun.
Xander: I know it's weird.
Willow: Weird? It's against all laws of god and man. It's Cordelia! Remember? The whole "We hate Cordelia" Club, of which you are the treasurer.
Willow: I knew it. I knew it! Well, not knew it in the sense of having the slightest idea, but I knew there was something I didn't know.
Spike: Do you know what happens to Angel?
Angelus: Well, he moves to New York and tries to fulfill that Broadway dream. It's tough sledding, but one day, he's working in the chorus when the big star twists her ankle.
Spike: You don't give up, do you?
Angelus: As long as there's injustice in the world, as long as scum like you is walking... well, rolling, in the streets, I'll be around. Look over your shoulder. I'll be there.
Buffy: I don't understand. Was it m-me? Was I not good?
Angelus: You were great. Really. I thought you were a pro.
Xander: Whoa. Whoa! I... I think I'm having a thought. Yeah, yeah, yeah, that's a thought. Now I'm having a plan...Now I'm having a wiggins.
Cordelia: Well, does looking at guns make you wanna have sex?
Xander: I'm seventeen. Looking at linoleum makes me wanna have sex.
Spike: No more of this 'I've got a soul' crap?
Angelus: What can I say, hmm? I was going through a phase.
Drusilla: I'm naming all the stars.
Spike: You can't see the stars, love. That's the ceiling. Also, it's day.
Spike: I know you haven't been in the game for a while, mate, but we do still kill people. It's sort of our raison d'etre, you know.
Cordelia: This is great. There's an unkillable demon in town. Angel's joined his team. The Slayer's a basket case. I say we've hit bottom.
Xander: I have a plan.
Cordelia: Oh, no! Here's a lower place.
Angelus: (Buffy whips out a stake, primed to kill Angelus but pauses) I knew it. You can't kill me.
Buffy: (Buffy kicks Angelus not so gently in the groin and he doubles over in pain) Give me time.
Drusilla: Psst. We're going to destroy the world. Want to come?
Angelus: Yeah, destroying the world. Great. I'm really more interested in the Slayer.
Spike: Well, she's in the world, so that should work out.
Spike: You've really got a yen to hurt this girl, haven't you?
Angelus: She made me feel like a human being. That's not the kind of thing you just forgive.
Oz: Sometimes when I'm sitting in class... You know, I'm not thinking about class, 'cause that would never happen. I think about kissing you. And it's like everything stops. It's like freeze frame. Willow kissage. Oh, I'm not gonna kiss you.
Willow: What? But, freeze frame!
Oz: Well, to the casual observer, it would appear that you're trying to make your friend Xander jealous or even the score or something. And that's on the empty side. See, in my fantasy, when I'm kissing you, you're kissing me. It's okay, I can wait.
Enios: To the modern man vengeance is a verb, an idea. Payback. One thing for another. Like commerce. Not with us. Vengeance is a living thing. It passes through generations. It commands. It kills.
During their fight at the mall, you can see advance posters for Quest for Camelot behind Buffy and Angelus. Earlier, you can see the poster for Fallen behind Angelus. Both movies were distributed by Warner Bros. in early 1998.
Xander explains that his new amazing military abilities stems from the events in episode 18, "Halloween".
In the scene where Buffy cries in her bedroom, Sarah Michelle Gellar got so affected that production had to shut down for 25 minutes because she couldn't stop crying. She said in an interview one year after that she thought she was having a breakdown.
This episode is number one in Joss Whedon's list of his top ten favorite episodes according to The Last Sundown featurette in the season seven DVD box set.
At the 1998 Emmy Awards, Buffy won in the Best Make-Up for a series category for "Surprise" and this episode.
The actors credited in the co-stars list as the Teacher and Student do not actually appear in the episode. The scene they were in was cut due to length and time, which revolved around Buffy running out of class, after a series of dark thoughts about having sex the night before.
This episode aired the day after the previous one as extra incentive for people to tune in after the show was moved from it's Monday timeslot to Tuesdays. Also, "Innocence" was chosen as the time for the move due to the cliffhanger in "Surprise". This episode marks the one and only day move for Buffy (a network change is done at the end of season 5 but remains on Tuesdays).
Jenny Calendar (Robia LaMorte) was originally supposed to die in this episode.
The scene where Angelus dumps Buffy in his apartment was not supposed to take place there. Halfway through shooting the scene on Buffy's lawn, Sarah Michelle Gellar and David Boreanaz told Joss that the scene wasn't working, so he moved it to the bedroom. Buffy is still heard saying she saw him at "the house".
In the flashback scenes of Buffy and Angel making love, the heavy breathing wasn't voiced by David and Sarah, but rather by series creator Joss Whedon and supervising sound editor Cindy Rabideau. (Apparently Joss was too embarrassed to ask the stars to record it).
In the October 1, 1999 issue of Entertainment Weekly, Marcia Shulman, the casting director, said this was her favorite episode.
Cordelia: I know you'll (Xander) find something useful if it's in an "I Can Read" book!
"I Can Read" books are the children's books that are for beginning readers. Some of them are the Dr. Seuss books.
Buffy: I'll handle the smurf.
Another reference to the blue appearance of the Judge. The smurfs were blue dwarf-like cartoon characters in the TV show of the 80's.
Buffy: No assembly required.
Buffy indicates that the Judge is fully whole with a play on the phrase some assembly required. See also the season two episode of that name.
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