"Why do you always have to be a stick in the mud, Yue?" - Kero to Yue.
"Very well done. It won't be long now, Sakura." - Eli to himelf.
"How did I get stuck with doing the cooking around here anyway? Being human is such a drag." - Ruby
"Maybe he wasn't telling us the whole truth. Perhaps he's still alive." - Kero to Sakura, about Clow Reed.
"Just remember, Keroberos and Yue, there is always an end to all living things." - Clow Reed to Kero and Yue.
"I'm afraid I'll never be as close to them as you were." - Sakura to Clow Reed.
"The seasons change just like the passing of time. We all have our destiny and then we must move on. That's the way it is and has always been. My time, too, is coming. I can feeling it drawing near, the way a falling leaf feels the winter nipping at its heels." - Clow Reed to Sakura.
"You're time! But you are the world's most powerful magician! You made us! You made the Clow Cards!" - Kero to Clow.
"I saw that same chair at Eli's house the day we shot the movie there." - Sakura to herself.
"I have no need another master!... No one will ever be able to replace you." - Yue
"Then you [Yue] shall be the judge and you will pass judgement on your future master....I suppose it would not be fair if only Yue decided. Keroberos, you will choose the candidate." - Clow Reed to Kero and Yue.
"Seasons change, waiting for no one. People too, must also move on." - Clow Reed to Sakura.
"Didn't you hear what Yue said?" - Sakura to Clow Reed.
"He was angry but he loves you as well as he loved me." - Clow to Sakura.
"I need you to take good care of them for me, Sakura. They need a master ot survive." - Clow to Sakura.
"I met with him [Clow]. You and Yue were there and you both in Eli's house together." - Sakura to Kero.
"Oh, you mean that weird kid Eli from your class? .... That is absolutely rediculous, Sakura." - Kero to Sakura.
"You know, I think I'd remember if I'd been there before." - Kero to Madison.
37th episode aired on WB