Spike returns to Sunnydale the same way he debuted; running over the 'Welcome to Sunnydale' sign with his car.
When Spike first sees Angel at the mansion, Angel is reading Jean-Paul Sartre's La Nausée (or Nausea in English)
According to the "Welcome to Sunnydale" sign which Spike ran over, the population of Sunnydale is 38,500.
When this episode originally aired in the US, it was followed by an advert for the phone service 1-800-COLLECT, in which Sarah Michelle Gellar and David Boreanaz offered a prize of a walk-on part in the show. The lucky winner had a walk-on part in "The Prom".
Goof: When "Spike" drives the car over the sign, you can clearly see that this is not his usual car, the windows are see through instead of the normal black paint to block out the sunlight.
Nitpick: Buffy takes the bag of popcorn out of the microwave, hot and fresh she opens the bag and no steam is visible.
Goof: When Cordy falls down the stairs she falls down feet first, standing pretty much straight up; yet when Xander, Oz and Willow look down at her when she's impaled, she has (impossibly) flipped around to land with her back to the floor.
Goof: There's some bad editing when Buffy has Spike pinned down on the counter at the Summers' home: first she has her right hand around his throat with her left hand on his torso, touching only his black shirt. Then her left hand is visibly touching his red shirt, then back to being only on his black shirt. Then when shot suddenly cuts to another angle, it's now her left hand on his throat.
Goof: In the Factory when Spike grabs Willow's head and threatens her with a broken glass, her hair covers her face, but when they change angle (when she talks) there's no hair in her face.
Xander: Is that a spell book?
Willow: No, no, no! Chemistry book.
Xander: Wait a minute. This is love spell stuff. You doing a love spell?
Willow: No, of course not! This is a purely scientific... de-lusting spell... for us. I thought it would go better if you didn't know.
Xander: Are you nuts? Or have you forgotten I tend to have bad luck with these sorts of spells?
Willow: It's a little Pez witch!
Oz: It's kind of a theme present. Do you like it?
Willow: I like, I more than like. Oz, this is probably the sweetest.. We have to find a little Pez werewolf so little Pez witch can have a boyfriend.
Oz: I don't think they make a werewolf Pez, you might have to settle for a wacky cartoon dog.
Xander: Why didn't he just kill us?
Willow: He wants me to do a love spell.
Willow: Drusilla broke up with him.
Xander: Gee, and we had all hoped those crazy kids would make it work.
Willow: Buffy! Hey did you get your S.A.T. scores? (she nods)
Xander: By the look on your face, I'm guessing you and I are going to be manning the drive-through window, side-by-side.
Buffy: They're just test scores, right? What do they really mean anyway?
Willow: 1430?! Buffy you kicked ass! Okay, so academic achievement gets me a little excited.
Xander: Buffy, that's amazing.
Cordelia: Let me see that.
Oz: Yeah, with scores like that you can apply pretty much anywhere you want.
Willow: Buffy, this could like change your whole future.
Buffy: The thought had occured to me.
Xander: Then why the sourpuss?
Buffy: Well I don't know. I guess, my future. I never really thought about it. I wasn't even sure I was gonna have one.
Cordelia: Well I think this is great! Now you can leave, and never come back! (everyone looks at her) Well I mean that in a positive way. Get out of Sunnydale, that's a good thing. What kind of moron would ever wanna come back here?
Spike: This should be a kick.
Buffy: I violently dislike you.
Xander: So, what are our options?
Willow: Well, I figure either I refuse to do the spell and he kills us, or I do the spell, and he kills us.
Xander: Give me a third option.
Willow: He's so drunk he forgets about us and we starve to death. That's sort of the best one.
Spike: Oh, god.
Buffy: Now what?
Spike: We killed a homeless man on this bench. Me and Dru. Those were good times. You know, he begged for mercy, and that only made her bite harder.
Buffy: I guess you had to be there.
Spike: Oh, god.
Buffy: What's wrong? Not that I really care.
Spike: Oh, my head. I think I'm sobering up. It's horrible. Oh, god. I wish I were dead.
Buffy: Well, if you close your eyes and wish real hard...
Joyce: You get out of this house, or I will stake you myself.
Spike: You're a very bad man.
Angel: Joyce, you can't trust him. Invite me in. You touch her and I'll cut your head off.
Spike: Yeah? You and what army?
Buffy: That would be me.
Joyce: I spoke with Mr. Giles and he said...
Buffy: That Faith could be Miss Sunnydale in the Slayer Pageant. I know.
Willow: This is a nightmare. This is... my world is spinning.
Xander: It's not that bad, Willow, really.
Willow: 740? Verbal?? I'm pathetic! Illiterate! I'm Cletus, the slack-jawed yokel.
Xander: That's right, and the fact that your 740 verbal closely resembles my combined scores in no way compromises your position as the village idiot.
Spike: (to Buffy and Angel) The last time I looked in on you two, you were fighting to the death, now you're back making googly eyes at each other like nothing happened. Makes me want to heave.
Buffy: I don't know what you're talking about.
Spike: Oh, yeah, you're just friends.
Angel: That's right.
Spike: You're not friends. You'll never be friends. You'll be in love 'til it kills you both. You'll fight, and you'll shag and you'll hate each other 'til it makes you quiver, but you'll never be friends. Love isn't brains, children, it's blood. Blood screaming inside you to work its will. I may be love's bitch, but at least I'm man enough to admit it.
Spike: She didn't even kill me...she just left! She didn't even care enough to cut off my head, or set me on fire! I mean, is that too much to ask?! You know? Some little sign that she cared. It was that truce with Buffy that did it. Dru said I'd gone soft. Wasn't 'demon' enough for the likes of her. And I told her that it didn't mean anything-I was thinking of her the whole time and she didn't care! So we got to Brazil and she was... she was just different. I gave her everything - beautiful jewels, beautiful dresses, with beautiful girls in them, but nothing made her happy. And she would flirt! I caught her on a park bench, making out with a chaos demon! Have you ever seen a chaos demon? They're all slime and antlers. They're disgusting. She only did it to hurt me. So I said, "I'm not putting up with this any more." And she said, "Fine!" And I said, "Yeah, I've got an unlife, you know!" And then she said... she said we could still be friends. God, I'm so unhappy!
Willow: There, there.
Spike: I mean, friends! How could she be so cruel?!
Spike: I've been all wrong-headed about this. Weeping, crawling, blaming everybody else. I want Dru back, I just got to be the man I was. The man she loved. I'm gonna do what I should have done in the first place. I'll find her, wherever she is, tie her up, torture her until she likes me again! (starts to walk away, turns around) Love's a funny thing...
(Spike tells Joyce about his breakup with Drusilla)
Spike: So I'm strolling through the park looking for a meal, I happen to walk by and she's making out with a Chaos Demon. And so I said, "you know, I don't have to put up with this." And she said, "fine." So I said, "fine, do whatever you like." I thought we were going to make up.
Joyce: Well, she sounds very unreasonable.
Spike: She is, she's out of her mind. That's what I miss most about her.
Joyce: Well Spike, sometimes even when two people seem right for each other their lives just take different paths. Like when Buffy's father and I...
Spike: No, this is different. Our love was eternal, literally. By the way, you got any more of those little marshmallows?
Buffy: We're not friends. We never were. I can fool Giles, and I can fool my friends, but I can't fool myself... Or Spike, for some reason. What I want from you i can never have. You don't need me to take care of you anymore. So I'm going to go.
Angel: I don't accept that.
Buffy: You have to.
Angel: How can... (he takes a step towards Buffy and she backs away) There's got to be some way we can still see each other.
Buffy: There is... Tell me you don't love me. (Angel is silent for a long moment and Buffy turns and walks away.)
Buffy: She saw these scores and her head spun around and exploded.
Giles: I've been on the Hellmouth too long. That was metaphorical, yes?
Oz: I can see why you'd be upset. Oh, that was my sarcastic voice.
Xander: Y'know, it sounds a lot like your regular voice.
Oz: I've been told that.
Joyce: It's just... you belong at a good old-fashioned college, with keg parties and boys, not here with Hellmouths and vampires.
Buffy: Not really seeing the distinction.
Xander: If Spike is drunk, he'll get sloppy. That's when I'll make my move. As long as my move doesn't involve standing or using my limbs.
Considering that Spike only appears once in this season (in this episode) it is interesting that his face appears on one of the six discs of the original season three DVD collection (an honor usually reserved for main characters).
For this episode James Marsters (Spike) actually lit his hand on fire for the scene when he was lying in a fountain totally smashed and sleeping and his hand bursts into flames! JM actually let his hand burn for too long and he had scarring and everything!
Ironically, Willow is very prominent in the photos of Xander in Cordelia's locker.
The song Spike is singing along to at the episode's end is "My Way", a song originally recorded by Frank Sinatra. Spike was supposed to be singing along to the infamous Sid Vicious cover, but they couldn't obtain the rights. The version we hear is actually being sung by Gary Oldman from the Sid & Nancy soundtrack (the film in which Oldman plays Vicious).
Oz's heightened werewolf senses are at least partially in effect when he's in human form.
The Mayor was fully aware of Spike's presence and activities in Sunnydale during the second season.
This episode ends the relationship between Xander and Cordelia dating back to "What's My line? (2)".
In an interview, Joss Whedon said that the characters of Spike and Drusilla were based on Sid [Vicious of the Sex Pistols] and Nancy [his groupie girlfriend]. Right after the credits for this episode, Spike is singing "I Did It My Way," which Sid Vicious was popular for covering, and at the end of the episode Spike sings along with the actual song "I Did It My Way".
When Charisma Carpenter was younger she was in the same sort of accident her character has in this episode - she impaled herself on a spike. Only in real life she fell off a horse and not through stairs.
This episode marks the second time that Xander gets smashed in the head with a microscope, which is probably a record for a TV character (the first time was in "Bad Eggs").
Willow and Xander first realised their mutual attraction for each other in 'Homecoming'. Since then they have tried to hide their feelings until the fear of ensuing death in this episode.
Buffy says to Angel: "Tell me that you don't love me." This is the same line uttered by one of the ghosts in season 2 episode 19, which also reflected the forbidden love between Buffy and Angel.
Xander: Are you nuts? Or have you forgotten I tend to have bad luck with these sorts of spells?
This refers to the season 2 episode "Bewitched, Bothered, and Bewildered", in which a love spell backfires and makes every woman (except Cordelia) fall in love with Xander.
"Lover's Walk" is the title of an Elvis Costello song.
Willow: We have to find a little PEZ werewolf, so little PEZ witch can have a boyfriend.
PEZ is a type of hard candy shaped like little bricks. PEZ dispensers are made with an ever-expanding variety of "heads" (often based on cartoon characters) and are a popular collectible.
Willow: I'm Cletus the slack-jawed yokel.
Cletus is a character on the TV show The Simpsons. Cletus is a stereotypical stupid poor hick.
Spike: You and your great poof here wanna tag along...
A poof is a slang term for a gay man. It is generally used in the context of one that pretends to be straight by keeping the company of women. It is regularly used by Spike, especially when referring to Angel.
Buffy: I'm thinking weird science.
Probably a reference to 1985 movie Weird Science. In the movie a couple of nerdy boys manage to create the perfect woman with a combination of science and magic.
Buffy: Okay, be kind. Rewind.
Buffy asks her friends to repeat themselves by evoking the video store mantra. Almost every video rental store has a "Be kind. Rewind." notice to remind patrons to rewind their videos before they are returned.