This episode marks the beginning of a series tradition of Buffy's birthdays going awry.
The license plate on Jenny's car reads 2FAN321.
Nitpick: After Buffy and Angel crash through the factory floor, they escape up a ladder. Considering the short distance they go, the ladder should lead them back up into the factory. When they come out the manhole cover, not only are they not in the factory, they are nowhere near it.
Goof: In one shot where the Judge is burning the red-shirt clad vampire, Spike is holding Drusilla's arm, but in the next he is holding her hand.
Goof: After Buffy and Angel make love and Angel awakes in pain, Buffy's arm is down by her leg then in the next frame, her arm is up by her head, then back down to her leg again and back up.
Nitpick: Buffy tells Angel that Drusilla may still be alive because they never found her body. But vampires turn to dust when they die - there would not be a body if she were dead.
Buffy: You almost went away today.
Angel: We both did.
Buffy: Angel, I feel like I lost you. You're right though, we can't be sure of anything.
Angel: Shh... I...
Buffy: You what?
Angel: I love you. I try not to, but I can't stop.
Buffy: Me too. I can't either. (they start to kiss)
Angel: Buffy, maybe we shouldn't.
Buffy: Don't. Just kiss me.
Willow: Do you guys, uh... have a gig tonight?
Oz: Oh, no. Practice. See, our band's kinda moving towards this new sound where... we suck, so... practice.
The Judge: (to Spike and Dru) You two stink of humanity. You share affection and jealousy.
Spike: Yeah. What of it? Do I have to remind you that we're the ones who brought you here?
Giles: His touch can literally burn the humanity out of you. A true creature of evil can survive the process. No human ever has.
Xander: What's the problem? We send Cordy to fight this guy, and we go for pizza.
Giles: Dreams aren't prophecies, Buffy. You dreamt that the Master had risen, but you stopped it from happening.
Xander: You ground his bones to make your bread.
Buffy: That's true. Except for the bread part.
Oz: I'm gonna ask you to go out with me tomorrow night... and I'm kind of nervous about it, actually. It's interesting.
Willow: Oh, well, if it helps at all, I'm gonna say yes.
Oz: Yeah, it helps. It creates a comfort zone. Do you want to go out with me tomorrow night?
Willow: Oh, I can't!
Oz: Well, see, I like that you're unpredictable.
Willow: Carpe diem. You told me that once.
Buffy: Fish of the day?
Willow: Not carp, carpe. It means "seize the day."
Buffy: Right. I think we're going to. Seize it. Once you get to a certain point, then seizing is sort of inevitable.
Buffy: This is nice. I like seeing you first thing in the morning.
Angel: It's bedtime for me.
Buffy: Well, then, I like seeing you at bedtime. Uh, eh... You know what I mean.
Angel: I think so. What do you mean?
Buffy: I like seeing you.
Drusilla: These flowers... are wrong. They're all... wrong! I can't abide them!
Spike: Let's try something different with the flowers then.
Oz: Uh, did anyone else just see that guy turn to dust?
Willow: Well uh, sort of...
Xander: Yeah, vampires are real, lot of them live in Sunnydale, Willow'll fill you in.
Willow: Now, I know that it's hard to accept at first.
Oz: Actually, it explains a lot.
Angel: It's a legend, way before my time. Of a demon brought forth to rid the Earth of the plague of humanity. To separate the righteous from the wicked, and to burn the righteous down. They called him The Judge.
Angel: Leave her alone.
Spike: Yeah, that'll work. Now say "pretty please."
Angel: Take me instead of her!
Spike: Uh, you're not clear on the concept, pal. There is no 'instead'. Just first and second.
Buffy: Sorry. Sacred duty, yadda yadda yadda.
The episode won an Emmy Award for Outstanding Makeup for a Series.
When Drusilla says "more music" prior to piecing together the Judge is "Transylvanian Concubine" by Rasputina.
During Buffy's dream in the teaser an original song called "Anything," plays. It is written by the shows composers Shawn K. Clement and Sean Murray and performed by Cari Howe.
This is the only time we see Joyce at the Bronze throughout the whole series.
This is the last time Buffy airs on Monday, from the next episode on, it airs on Tuesdays.
In the opening dream sequence, Willow says in French "The hippo stole his pants." This is in reference to Oz's animal crackers spiel at the end of "What's My Line? Part 2".
According to Buffy The Vampire Slayer Magazine #4, the Judge was referred to as "The Smurf Demon" by the makeup people.
Xander: You ground his bones to make your bread.
This is what the Giant planned to do to Jack in the classic fairytale Jack and the Beanstalk. The full line is "Fee, Fi, Fo, Fum, I smell the blood of an Englishman. Be he alive or be he dead, I'll grind his bones to make my bread."
Xander: What the vamps version of "snakes in a can?"
Xander refers to the old gag where a fake can of peanut brittle contains spring "snakes" which pop out when it is opened.
Giles: Discretion is the better part of valor.
From Shakespeare's King Henry IV, Part 1 Act V Scene 4 "The better part of valour is discretion." This, in turn, was based on a far earlier quote by Cicero: "Rashness is the characteristic of youth, prudence that of mellowed age, and discretion the better part of valor."