Nitpick: Willow says there are no miniature golf courses in Sunnydale, but in the episode "Ted" (2x11) we can see the whole gang playing miniature golf.
Goof: When Giles is hanging in the warehouse, his hand brushes the skeleton below him. If you look carefully, you can see the bones bend.
Goof: After reading the vampire's note, Buffy grabs a beige purse and stomps out of the library. But in the next scene, where Buffy is being followed by Angel, the beige bag has disappeared.
Goof: When Buffy is smashing The Master's skeleton, she destroys the left half the rib cage along with the sternum (breast bone). But later, when she destroys the right side, the sternum and some of the left sided ribs are still attached.
Nitpick: At the very beginning of this episode, right after the bus goes by, there is a shot of students walking in the courtyard. This is re-used footage from "Never Kill a Boy on the First Date" (1x05). All the extras are the same as the courtyard scene in which Buffy breaks up with Owen. In this episode, during the recycled shot, the student walking away in the mauve shirt is Owen. Incidentally, the technical term for recycling footage is called "cheating".
Goof: When Buffy's mom drives her to school the morning after her nightmare, Buffy is wearing a pink top. However, when she gets to school, she is wearing a white tank top. The next day, she is wearing the pink top again.
Buffy: (Reading a ransom note from vampires that kidnapped Cordelia) Come to the Bronze before it opens, or we make her a meal.
Xander: They're gonna cook her dinner? ... I'll pretend I didn't say that.
Xander: I'm just so restless! I'm actually looking forward to school
starting up again.
Willow: Yeah, and that wouldn't have anything to do with a certain girl
we both know who is a Vampire Slayer?
Xander: Please, I'm so over her. Did she, uh, mention when she might be
getting back? About which I do not care.
Willow: I haven't heard from her. I got a couple postcards when she
went to L.A., but then, like, nothing.
Xander: Well, she's probably with her dad having a good time.
Willow: And you don't care?
Xander: Well, okay, there might be some interest. I'm a man. I have certain desires, certain needs...
Willow: Uhhh! I don't want to know.
Willow: When did you get back?
Buffy: Just now. Dad drove me down. And I figured you two losers would be getting into some kind of trouble.
Cordelia: I mean, they promised me they'd take me to St. Croix, and then they just decide to go to Tuscany. Art and buildings? I was totally beachless for a month and a half. No one has suffered like I have. Of course I think that that kind of adversity builds character. Well, then I thought, I already have a lot of character. Is it possible to have too much character?
Absalom: We have been put down, kinsmen. We have lost our way. We have lost the night. But despair is for the living. Where they are weak, we will be strong. Where they weep, we rejoice. Where they bleed, we drink! Within three days a new hope will arise. We will put our faith in him. (looks over at Collin) He will show us the way.
Joyce: Is there the slightest chance that if I asked you what was wrong you would tell me? (Buffy looks over at her) Course not. It would take all the fun out of guessing.
Buffy: What happened?
Xander: Vampires. The ones you could handle yourself.
Buffy: Where are the others?
Xander: I don't know. I don't know what your problem is, what your issues are. But as of now, I officially don't care. If you had worked with us for five seconds, you could have stopped this.
Xander: So, we Bronzin' it tonight?
Willow: Wednesday, it's kinda beat.
Xander: Well, we could grind our enemies into talcum powder with a sledgehammer, but, gosh, we did that last night.
Cordelia: What an ordeal. And you know what the worst part is?
Cordelia: It stays with you forever. No matter what they tell you, none of that rust and blood and grime comes out. I mean, you can dry clean 'til judgement day, you are living with those stains.
Jenny: Yeah, that's the worst part of being hung upside down by a vampire who wants to slit your throat; the stains.
Buffy: (about The Master) We were close. We killed each other. It really promotes togetherness.
Willow: What would somebody want with Master bones?
Xander: A trophy, a horrible conversation piece?
Willow: (about Buffy) She's possessed!
Willow: That's the only explanation that makes any sense. I mean, you should have seen her last night. That wasn't Buffy.
Xander: Are we overlooking the idea that she may be very attracted to me? (gets looks from the others and concedes) She's possessed.
Angel: What are you afraid of? Me? Us?
Buffy: Could you contemplate getting over yourself for a second? There's no "us". Look, Angel, I'm sorry if I was supposed to spend the summer mooning over you, but I didn't. I moved on. To the living.
Xander: Oh, hey, did you guys hear that Cibo Matto's gonna be at The Bronze tonight?
Willow: Cibo Matto? They're playing?
Xander: No, Willow, they're gonna be clog dancing.
Willow: Cibo Matto can clog dance? (off Xander's look) Oh, sarcasm, right.
Willow: Angel stopped by? Wow. Was there... Well, I mean, was it having to do with kissing?
Buffy: Willow, grow up. Not everything is about kissing.
Xander: (to Willow) Yeah. Some stuff's about groping. (to Buffy) It wasn't about groping?
Buffy: Okay, hormones on parade here? It was pure shop talk. Remember vampires, pointy teeth, they walk by night... Am I ringing a bell?
Willow: What were you thinking about?
Xander: Oh, c'mon, you can tell us. We're your bosom friends! The friends of your bosom!
Cordelia: You know, we've never really been close, which is nice, 'cause I don't really like you that much. But... you have on occasion saved the world and stuff, so I'm gonna... do you a favor.
Buffy: And this great favor is?
Cordelia: I'm going to give you some advice: Get over it.
Buffy: Excuse me?
Cordelia: Whatever is causing the Joan Collins 'tude, deal with it. Embrace the pain, spank your inner moppet, whatever, but get over it. Because pretty soon, you're not even going to have the loser friends you've got now.
Buffy: I think it's about time you start minding your own business.
Cordelia: It's long past.
Xander: What are you going to do?
Buffy: I'm going to kill them all. That ought to distract them.
Buffy: You're a vampire. Oh, I'm sorry, was that an offensive term? Should I say "Undead American"?
Ms. Calendar: (Talking to Giles about her summer) I did Burning Man in Black Rock, ohhh, such a great festival, you should've been there. They had drum rituals, mobile sculptures, raves, naked mud dances, you would've just... hated it with a fiery passion!
Anointed One: (About Buffy) I hate that girl.
Willow: The other night I dreamt that Xander... Uh, it wasn't Xander. In fact it wasn't me. In fact, it was a friend's dream, and she can't remember it.
Giles: Yes, I must consult my books.
Xander: Oh, 8 minutes and 33 seconds. Pay up! I called 10 minutes before you'd consult your books about something.
Hank: (about Buffy) You know, at least when she was burning stuff down, I knew what to say.
Xander: Hey, I got a plan. How 'bout miniature golf?
Willow: There's no course here.
Xander: Okay, uh, miniature tennis! A very tiny form of tennis that we could invent...
Absalom: Your day is done, girl. I'll grind you into a sticky paste, and hear you beg before I smash in your face.
Buffy: So, are you gonna kill me or are we just making small talk?
Buffy: Ya know, being stalked isn't really a big turn-on for girls.
Angel: You need help. Someone to watch your back.
Buffy: Sure you don't mean my neck?
Snyder: That Summers girl. I smell trouble. I smell expulsion and just the faintest aroma of jail.
Giles: Well, before you throw away the key, you might consider giving
her the benefit of the doubt. She may surprise you.
Snyder: You really have faith in those kids, don't you?
Giles: Yes, I do.
Snyder: There are some things I can just smell. It's like a sixth sense.
Giles: No, actually that would be one of the five.
Willow: You haven't been talking about our little adventure all summer,
Cordelia: Are you nuts? Do you think I would tell people that I spent
the whole evening with you? Besides, it was all so creepy. That Master
guy? And all the screaming? I don't even like to think about it.
Cordelia: So, did you guys fight any demons this summer?
Willow: Uh, yes! Our own personal demons.
Xander: Uh, such as, as, as lust and, uh, thrift!
Cordelia: Oh, look, it's the Three Musketeers.
Buffy: (to Xander) Was that an insult?
Xander: Kinda lacked punch.
Willow: The Three Musketeers were cool.
Cordelia: I see your point.
Xander: I would've gone with Stooges.
Angel: I'm sorry. I wish I had better news.
Buffy: So, some of your cousins are in town for a family barbecue, and
we're all on the menu!
Angel: How are you?
Buffy: Peachy. So, is this a social call? It is kinda late. Or, well,
it is for me, anyway. What is it for you, lunch hour?
Snyder: I mean, it's incredible. One day the campus is completely bare.
Empty. The next, there are children everywhere. Like locusts. Crawling
around, mindlessly bent on feeding and mating. Destroying everything in
sight in their relentless, pointless desire to exist.
Giles: I do enjoy these pep talks. Have you ever considered, given your abhorrence of children, school's principal was not, perhaps, your true vocation?
Snyder: Somebody's got to keep an eye on them. They're just a bunch of
hormonal time bombs.
Xander: You're Amish! You can't fight back... 'cause you're Amish! I
mock you with my ice cream cone, Amish guy!
Xander: Well, what else do you wanna do? We already played rock, paper, scissors. My hands cramped up.
Willow: Well, yes, if you're always scissors of course your tendons are gonna strain...
Xander: Yo! G-man! What's up?
Giles: Nice to see you. And don't ever call me that.
Willow: Why else would she be acting like such a B-I-T-C-H.?
Giles: Willow, I think we're all a little too old to be spelling things out.
Xander: A Bitca?
Cordelia: So your secret's safe with me.
Buffy: Well, that works out great. You won't tell anyone that I'm The Slayer, and I won't tell anyone you're a moron.
Buffy: Cordelia, your mouth is open. Sound is coming from it. This is never good.
Giles: Buffy, you acted wrongly, I admit that. But believe me, that was hardly the worst mistake you'll ever make. Uh, that wasn't quite as comforting as it was meant to be.
Willow: Well, what about the rest of the note?
Buffy: What rest of the note?
Willow: The part that says, "P.S., this is a trap."
Xander: (to Buffy) If they hurt Willow, I'll kill you.
Buffy: I don't think I can face them.
Giles: Hmm? Of course, you can.
Buffy: I can't! What am I supposed to say? "Sorry I almost got your throat slit. What's the homework?"
Giles: Punishing yourself like this is pointless.
Buffy: It's entirely pointy. I was a moron. I put my best friends in mortal danger on the second day of school.
Giles: What are you going to do? Crawl inside a cave for the rest of your life?
Buffy: Would it have cable?
Cordelia: Buffy. You're really campaigning for bitch-of-the-year, aren't you?
Buffy: As defending champion, you nervous?
Buffy: Xander, have I ever thanked you for saving my life?
Buffy: (whispers) Don't you wish I would?
"Spoon" by Cibo Matto (The first song Cibo Matto play at the Bronze)
"Sugar Water" by Cibo Matto (When Buffy and Xander are dancing at the Bronze)
"It Doesn't Matter" by Alison Krauss (As Angel leaves Buffy's bedroom)
Starting with this season, almost all of the graveyard scenes are filmed in fake cemeteries. This was a concession to Sarah Michelle Gellar, who admitted to FHM magazine that she is phobically afraid of the real thing, and had a very hard time doing many of the scenes in the first season.
Overnight Rating: (each half hour) - 4.4/6 & 4.7/7. Rank: 6/11 WB shows.
The band playing at The Bronze is Cibo Matto. Sean Lennon (John Lennon's son) plays guitar in the band.
Charisma Carpenter (Cordelia) sounded like she was sick while shooting this episode. Her voice was weak, low, and somewhat hoarse.
With the arrival of this season, David Boreanaz (Angel) is promoted to a regular cast member, with his name appearing in the opening credits. In the previous season, he was credited as a recurring guest.
The French title for this episode is La Métamorphose de Buffy which translates as Buffy's Transformation.
Xander: You're Amish! You can't fight back... 'cause you're Amish! I mock you with my ice cream cone, Amish guy!
Xander is not actually quoting a line from the film, but he is referring to the 1985 Harrison Ford film Witness which centers around a policeman who must live with a group of Amish people to protect one of their children who is the sole witness to a murder.
Willow: Use the Force, Luke.
Willow quotes one of the most famous lines from the 1977 film Star Wars (later referred to by its full title Star Wars Episode IV: A New Hope). Xander does not even bother to guess because this is a well-known line from one of the most popular films of all time, and thus too easy.
Xander: Um, oh, okay, I got one. 'It's a madhouse! A mad...'
Willow: (interrupts) Planet of the Apes.
As Willow correctly guesses, Xander is quoting from the 1968 film Planet of the Apes in which a group of astronauts return from a space mission to find that they have somehow landed on a planet ruled by intelligent apes.
Willow: In the few hours that we had together, we loved a lifetime's worth.
Willow is quoting a line from the film The Terminator, a 1984 film which featured Arnold Schwarzenegger as a killer robot sent from the future to kill the woman destined to give birth to a great hero.
Xander: (about Mr. Cox) I think he won a belt or something. (for being boring)
The concept of winning a belt refers to the common practice in sports and other contests (such as boxing and wrestling) to honor the champion of an event with a trophy in the form of an ornate belt. In this instance, Xander is joking that Mr. Cox is not only boring, but is a champion in a boringness competition.
Buffy: Should I say undead American?
Buffy mocks Angel's vampiric status and pokes fun at political correctness, a movement which attempts to replace negative words and phrases with terms which are more positive but often awkward. For example, disabled becomes differently-abled. To the extreme, a dead person might be described as "breathing-challenged" or a vampire could be called an "Undead American."
Cordelia: Embrace the pain. Spank your inner moppet, whatever, but get over it.
A play on the idea of an inner child common in pop psychology. The word moppet is a synonym for child.
Cordelia: Whatever is causing the Joan Collins 'tude get over it.
The British born actress, Joan Collins, is best known for playing mean women with the prime example being her stint in the 1980's as Alexis on the television series Dynasty.
Xander: I would have gone with Stooges.
If attempting to insult a group of three, it would certainly be better to compare them to the Three Stooges rather than the Three Musketeers. While the Musketeers where "cool" heroes, the comedy team of the Three Stooges played bumbling idiots. The group made over 200 hundred short films between 1934 and 1959 alone.
Cordelia: Oh look, it's the Three Musketeers.
Cordelia refers to the 1844 novel "The Three Musketeers" by Alexandre Dumas. The historical novel deals with four heroes and their exploits in protecting the King of France. The three friends Athos, Porthos and Aramis are joined by d'Artagnan.
Ms. Calendar: I did Burning Man at Black Rock.
Burning Man is a "radical communal experiment" in self expression. The festival is held yearly on the Labor Day weekend in the Nevada desert. The festival culminates with the burning of a giant human shaped statue.
Xander: We already played rock/paper/scissors, my hands cramped up.
Rock/paper/scissors is a children's game often used to settle a dispute. Two players each pick a hand signal for one of the three items and display them at the same time. Rock beats scissors, scissors beats paper and paper beats rock.
Title: "When She Was Bad"
The title is taken from the Henry Wadsworth Longfellow poem "Jemima":
There was a little girl
Who had a little curl
Right in the middle of her forehead;
When she was good, she was very, very good,
But when she was bad, she was horrid.
And of course there's the alternate last line favored by Mae West "And when she was bad, she was better.".