This line -
Xander: (to Snyder) You know, I never got to tell you how glad I was that you got eaten by a snake.
May link back to this exchange in the episode "What's My Line Part One" (2x09) -
Snyder: Whatever comes out of your mouth is a meaningless waste of breath. An airborne toxic event.
Xander: Well, I'm glad you feel comfortable enough to be so honest with me. And I can only hope that one day I'm in the position to be that honest with you.
Many of the events in the characters' dreams seem to predict events in later episodes. Mild spoilers may follow:
Willow's dream - Tara: You don't know everything about me.
This may refer to things that will be revealed in the episode "Family" (5x06). When Buffy rips off Willow's clothes, the outfit she is wearing is exactly the same as the one she wore in the first episode, "Welcome to the Hellmouth" (1x01).
Xander's Dream - Spike is wearing a brown suit, and Giles says that Spike is like a son to him. This could presage the episode "Tabula Rasa" (6x08), in which Spike wears a brown suit and believes that he's Giles's son, Randy.
Anya: I've been thinking about getting back into vengeance. This may predict a season six and seven storyline in which we explore more of Anya's history as a vengeance demon.
Buffy's dream - Buffy sees her mother in the wall. On the DVD Commentary, Joss mentions that this is a metaphorical hint about Joyce's storyline in season five. The staging of this scene may also refer back to the episode "School Hard" (2x03) in which Buffy talked to Joyce through a hole in a door.
Buffy: (she looks at the clock, which reads 7:30) It's so late.
Tara: Oh ... that clock's completely wrong.
These numbers were mentioned in the episode "Graduation Day (2)" (3x22). At that time they foretold that there were 730 days until a major event. That would mean that there is about a year left, so the "time" is, in fact, wrong.
Buffy: Faith and I just made that bed. A reference to Buffy's vision/dream in the episode "This Year's Girl" (4x15).
Tara: Be back before dawn. This very clearly refers to a major plotline in season five.
Anya is the only character other than the dreamers, the Cheese Man and the First Slayer to appear in all four dreams; Tara appears in three dreams -- Willow's, Xander's, and Buffy's; several other characters only appear in two dreams: Joyce appears in Buffy and Xander's; Riley appears only in the women's dreams and Spike in the men's.
Goof: In the wide-screen version of this episode, when Xander is going to the back of the ice-cream truck to meet Willow and Tara, you can see through the window the effect of the blue screen turned off (simply put, you see the blue screen itself). This is due to the fact that the episode was not intended to be viewed in widescreen. When the series was imported to Britain, the BBC decided to alter the episodes without Joss Whedon's consent. This showed more of the right and left of the screen than the director or editor intended, which resulted in a number of "mistakes" like this one.
Goof: When Buffy arrives at the desert area, the sand is full of footprints and tire-marks. This is probably caused by the crew setting up. It's even more obvious when the Slayers roll down the hill.
Buffy: Are you quite finished? It's over, okay? I'm going to ignore you and you're going to go away. You're really gonna have to get over the whole primal power thing. You're not the source of me. Also, in terms of hair care, you really want to say, "What kind of impression am I making in the workplace" because...
First Slayer: No friends. Just kill. We are alone.
Buffy: That's it. I'm waking up.
Tara: You think you know. What's to come. What you are. You haven't even begun.
Tara: Be back before dawn.
Riley: We're drawing up a plan for world domination. The key element? Coffee makers that think.
The Cheese Man: (holding up a plate of cheese slices) These... will not protect you.
Buffy: Well, at least you all didn't dream about that guy with the cheese. Don't know where the hell that came from.
Buffy: (about The First Slayer) You know, you could have brought that up to us before we did it.
Giles: I did! I said there could be dire consequences.
Buffy: Yes, but you say that about chewing too fast.
Willow: The first Slayer. Wow.
Xander: Not big with the socialization.
Willow: Or the floss.
Spike: I've hired myself out as an attraction.
Giles: Sideshow freak?
Spike: Well, at least it's showbiz.
Anya: I think this is going to be a very big year for vengeance.
Xander: But isn't vengeance kind of vengeful?
Anya: You don't want me to have a hobby.
Xander: Not a vengeance hobby, no. It's dangerous. People can't do anything they want. Society has rules and borders and an end zone.
Xander: Hey Joyce.... Mrs. Summers. We're not making too much noise down there, are we?
Joyce: Oh, no. Anyway, they all left a while ago.
Xander: Oh, I should probably go catch up.
Joyce: I've heard that before.
Xander: I move pretty fast. You know, a man's always after-
Xander: I'm a conquistador.
Joyce: You sure it isn't comfort?
Xander: I'm a comfortador also.
Joyce: I do know the difference. I've learned about boys.
Xander: That's cool about you.
Joyce: It's very late. Would you like to rest for a while?
Xander: Um, yeah. I'd like you. I'm just... gonna go to the bathroom first.
Joyce: Don't get lost.
Anya: (about Willow's clothes) It's exactly like a Greek tragedy. There should only be Greeks.
Willow: I don't know why it's after me.
Buffy: Well, you must have done something.
Willow: No, I never do anything. I'm very seldom naughty.
Giles: Acting isn't about behaving, it's about hiding. The audience wants to find you, strip you naked, and eat you alive, so hide. Stop that. Now, costumes, sets... um, the things that, you know, um, you hold them, you touch them, use them, um...
Giles: Yes. It's all about subterfuge. (to Harmony) That's very annoying. Now, go out there, lie like dogs, and have a wonderful time.
Xander: Well, we got plenty of vids. And I'm putting in a preemptive bid for Apocalypse Now, huh?
Willow: Did you get anything less Heart-of-Darkness-y?
Xander: Apocalypse Now is a gay romp. It's the feel-good movie of whatever year it was.
Buffy: What else?
Xander: Don't worry. Got plenty of chick-and-British-guy flicks too. These puppies should last us all night.
Xander: Dinner is served. And my very own recipe.
Willow: Ooh, you pushed the button on the microwave that says "popcorn"?
Xander: Actually, I pushed "defrost", but Joyce was there in the clinch.
Spike: Giles here is gonna teach me to be a watcher. Says I got the stuff!
Giles: Spike's like a son to me.
Buffy: I walk, I talk, I shop, I sneeze. I'm gonna be a fireman when the floods roll back. There's trees in the desert since you moved out. And I don't sleep on a bed of bones. Now give me back my friends!
Riley: I got here early, so I got to be Cowboy Guy!
Strange, it's not like anything we've faced before
but it seems familiar somehow...
The spell we cast with Buffy
must have released some primal evil
that's come back seeking...
I'm not sure what.
Willow, look through the chronicles
for some reference to a warrior-beast!
I've got to warn Buffy!
There's every chance she might be next!
Xander, help Willow
and try not to bleed on my couch
I just had it steam-cleaned...
Tara/The Primitive: I have no speech. No name. I live in the action of death. The blood cry. The penetrating wound. I am destruction. Absolute... Alone.
Buffy: The Slayer?
Tara/The Primitive: The First.
Buffy: But what else could I expect from a bunch of low-rent no-account hoodlums like you, hoodlums, yes, I mean you and your friends, your whole sex, throw 'em in the sea for all I care, throw 'em in and wait for the bubbles, men with your groping and spitting all groin no brain three billion of you passing around the same worn-out urge. Men! With your... sales!
Xander: You gotta have something. Gotta be with moving forward.
Buffy: Like a shark.
Xander: Like a shark with feet and... much less fins.
Spike: And on land.
Giles: Very good!
Xander: (to Snyder) You know, I never got to tell you how glad I was that you got eaten by a snake.
Xander: Sometimes I think about two women doing a spell... then I do a spell by myself.
Buffy: Want some popcorn?
Xander: Butter flavor?
Buffy: New car smell.
Giles: Oh I think I'm beginning to understand this now its all about the journey isn't it!
Xander: Well thanks for making me have to pee.
Buffy: You don't need any help with that, right?
Xander: Got a system.
The Cheese Man: I wear the cheese it does not wear me.
Giles: (to Spike, on the swing set) Come on, put your back into it! A Watcher scoffs at gravity!
Joss Whedon has said that the Cheese Man, who appears in all four dreams, has no deeper meaning and is only used as an element of dream-like randomness. Yet coincidentally, earlier in the season ("The Initiative", 4x07) Willow helps Riley start a conversation with Buffy by telling him that she likes cheese.
Anthony Stewart Head (Giles) did the "Previously on Buffy the Vampire Slayer" narration.
Joss Whedon: (about Restless) Most people sort of shake their heads at it. It was different, but not pointless.
This marks the first appearance of Xander's father.
This episode is number eight in Joss Whedon's list of his top ten favorite episodes according to The Last Sundown featurette in the season seven DVD box set.
The pianist who appears onstage with Giles is Christophe Beck, the composer for much of the series. The rest of the band onstage are members of the real band Four Star Mary, who perform the songs for Oz's fictional band Dingoes Ate My Baby.
The First Slayer took Willow's breath or "spirit" (Spiritus), took Xander's heart (Heart), Giles's brain (Mind) and went hand-to-hand combat with Buffy (Manus). This is what they called upon to do the spell.
What Willow writes on Tara's back in the dream sequence is actually the ancient Greek Lesbian poetess Sappho's fragment the first, which roughly translates as "Immortal Aphrodite of the broidered throne, daughter of Zeus, weaver of wiles, I pray thee break not my spirit with anguish and distress, O Queen. But come hither, if ever before thou didst hear my voice afar...".
During the taping of this episode, Sarah Michelle Gellar brought Michelle Trachtenberg to the set, she arrived at 7:30 am, sharp. The 7-3-0 fits beautifully with the "counting down to 7-3-0" line and strangely, Michelle also came to the set when her name was first mentioned in the series. Joss commented on the event in the season 4 audio commentary of "Restless", he said it was fate that brought her to this role.
In Xander's dream, where he speaks with Buffy (sitting in a sandbox) we see another Xander at his ice-cream truck. There are children standing in a queue. When the camera moves in, we can see that children are queued towards the right side of the screen. But on the left side, out of the queue, there is a long brown haired girl standing,-a bit too much looking like Dawn...
This episode features no teaser before the opening credits. The only other episode that does this is "Once More, With Feeling".
It was rumored this episode was to guest star many past recurring characters. Willow's classroom dream was to feature Larry Bagby III (Larry), Charisma Carpenter (Cordelia), and Elizabeth Anne Allen (Amy). Robia LaMorte (Jenny Calendar) was to be pushing the baby carriage instead of Olivia, followed by having Phina Oruche (Olivia) crying in Spike's crypt. Eliza Dushku (Faith) was going to appear in Buffy's bedroom telling her to "be back before Dawn," while David Boreanaz (Angel) was to have appeared in the desert as the voice of the First Slayer. Unfortunately Joss Whedon was only able to recruit Seth Green (Oz) and Mercedes McNab (Harmony) to return for this episode.
This episode breaks with previous seasons patterns in that it is another story after the big 2-part climax that ties up the running story of the season. Previous seasons have finished on the big explosive 2-parters.
The Cheese Man: I wear the cheese, it does not wear me.
This is a reference to 1998 film The Man In the Iron Mask starring Leonardo DiCaprio. The actual line is " I wear the mask, it does not wear me." said by Phillippe.
Visual: The writing on Tara's back. This visual is an allusion to the 1996 film The Pillow Book. It starred Ewan McGregor and was about a young Japanese girl obsessed with writing on books, papers and then bodies. In the film a love poem is written onto her back.
Willow: This summer I read The Lion, The Witch, and the Wardrobe.
The Lion, The Witch, and the Wardrobe is the first book written by C.S. Lewis of the Chronicles of Narnia series, known for its Christian symbolism. The story is about four kids who make their way through an attic wardrobe and end up in Narnia, a magical land of mythical creatures ruled by the oppressive White Witch. Only the return of the mighty lion Aslan can bring victory and freedom back to Narnia.
Xander: And I'm putting in a preemptive bid for Apocalypse Now, huh?
Willow: Did you get anything less Heart of Darkness-y?
Apocalypse Now is the 1979 Francis Ford Coppola movie starring Martin Sheen and Marlon Brando. Captain Willard (Sheen), whose mission is "terminate with extreme prejudice", receives orders to seek out a renegade military outpost led by a mysterious Colonel Kurtz (Brando) during the Vietnam war. This movie was based on a short story by Joseph Conrad called Heart of Darkness.
Riley: (about The Initiative) Having the inside scoop on the administration's own Bay of Mutated Pigs is definitely an advantage.
The Bay of Pigs invasion was an unsuccessful invasion of Cuba by approximately 1,500 Cuban exiles, backed by the United States, with the intention of overthrowing Fidel Castro's Communist regime. The invasion was approved by President Kennedy and was carried out on April 15, 1961. Castro's troops captured the exiles' last stronghold on April 19, and ransomed the survivors for 53 million dollars worth of food and medicine. The invasion provoked anti-U.S. demonstrations in Latin America and Europe, further embittered U.S.-Cuban relations, and subjected President Kennedy to severe criticism at home.
Giles: ... I know this will be the best production of Death of a Salesman we've ever done.
Death of a Salesman is a 1949 play by Arthur Miller. The title character of Willy Loman was also referenced by Buffy in the season 3 episode "Band Candy".
Willow: This isn't Madame Butterfly, is it?
Madame Butterfly is an opera by Giacomo Puccini. It is also an inside reference to the season one episode "Nightmares" where in Willow's living nightmare she was forced to sing the opera onstage.
Xander: Society has rules and borders and an end zone.
An end zone is part of the field in American football. If a player carries the ball into the end zone or catches it while standing in the end zone they score a touchdown.