When Buffy and Xander leave the cave with Dawn they block the entrance with rocks. Later, as he is eating Willow's skin, Gnarl is surprised by the sudden appearance of Buffy, Xander and Anya. It seems odd that Gnarl didn't see them as the gang, trying to get to Willow, would not have been very quiet getting the cave entrance clear, and the opening was in plain site.
In Buffy's house, when Dawn is supposed to be paralyzed she kept moving various parts of her body! One example: Anya puts Dawn's hand up in a certain pose (with one finger pointing to the sky), and Dawn keeps moving her arm/hand alot. Her head and body also move a bit at different times if you look close enough. Dawn is also supposed to be mumbling ( because her mouth is paralyzed) but she talks a few times!
After 9/11, no one was allowed to go inside an airport terminal without a boarding pass. However, Buffy, Xander, and Dawn are not only inside the terminal, they are waiting at the gate.
Buffy and Dawn's shirts were torn by Gnarl. Later in the episode they have no holes in their shirts.
Willow saw Dawn's cellphone number on the daykeeper and didn't think of calling it.
Dawn is supposed to be paralyzed, but if you notice while she's lying down on the couch with Xander at her side, her head keeps changing positions between the differing camera angles.
Xander: I saved the world with talking from my mouth. My mouth saved the world.
Willow: (to Anya) Well, that's why you teleport over there real quick like a bun--
(Angry glare from Anya)
Willow: Uh, real quick, and, uh, see if I'm right.
Anya: No. Sorry. You damaged my carpet.
(While doing a spell in the dark surrounded by candles)
Anya: This isn't gonna get all sexy, is it?
Willow: I'd be shocked.
Anya: It did get a little sexy, didn't it?
Buffy: Yes, let's tie ourselves to the crazy vampire.
Anya: Oh, Buffy killed the demon! It was gross.
Anya: (to Willow) I thought you were with Giles studying how not to kill people.
Willow: So, will you help me?
Anya: (sighs) Is it difficult or time-consuming?
Willow: (about her meditating) I'm drawing energy from the earth.
Buffy: We're on the second floor.
Dawn: Well, if she's doing that, ducking Giles, then, she's evil, right?
Xander: Well, I've avoided Giles tons of times, just meant I was lazy, not evil.
Buffy: I hope you're right, cause defeating Lazy Willow... probably less hard.
Willow: I found a dead body near the high school.
Anya: Yes, that can happen.
Willow: Something horrible killed a boy. Took his skin right off!
Anya & Willow: Was it you?
Anya & Willow: No!
Anya: Well with the skin thing, they're definitely going to think it was you.
Spike: Someone isn't here. Button, button, who's got the button? My money's on the witch. Red is a bad girl.
Buffy: He's talking about Willow.
Xander: And that means so much because he's chock full of sanity.
Spike: (to unseen Willow) They think you did it, the Slayer and her boy, they think you took the skin.
Buffy: Is there something here, something that killed?
Xander: Her boy?! I'm her boy?!!
Spike: (about Xander) I'm insane... What's his excuse?
In an interview, Jane Espenson admitted that Gnarl was in part based on Gollum from The Lord Of The Rings.
This episode was greatly edited when shown on UK television. Gnarl's attack on Willow was shortened and several shots taken out. It can be seen in its entirety on video.
From this episode it seems that Willow has gotten Buffy's old bedroom and Buffy has taken up in the master bedroom. This probably has to do with Willow not wanting to be in the room where Tara died.
The website Dawn uses, "Demons, Demons, Demons", was first used on Angel in the season 1 episode 'The Ring'.
Another glimpse of Spike becoming more like his human self William, as he says to Buffy "What's a word that means glowing? It's gotta rhyme." William asks the same thing of a waiter in the season 5 episode 'Fool For Love' while composing a poem about his love interest, Cecily.
Camden Toy is no stranger to the Buffyverse, he played one of the gentlemen in 'Hush'.
This is the first episode of the series in which there are no guest stars credited at the start of the episode (it just goes straight into producers etc.).
Spike: Button, button, who's got the button?
"Button, button, who's got the button?" is a children's game that was used famously in the film Willy Wonka and the Chocolate Factory (1971).
Dawn: It's smellementary!
This is a twist on the Sherlock Holmes's catchphrase, "It's elementary!" Sherlock Holmes is a character created by Sir Arthur Conan Doyle who was featured in a series of books and stories written between 1887 and 1927.
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