Hillary left Amanda twenty years earlier, when Amanda was twelve, so Amanda must be 32 years old at the time of this episode.
Sydney: Can I stay with you for just a little while?
Jane: No, Syd, I don't think so. I think I would rather set fire to myself first.
Hillary: I felt I would die at the thought of leaving you.
Amanda: But you managed to do it anyway, didn't you?
Michael: I got married.
Kimberly: Really? To whom?
Michael: Yeah, uh, I married Sydney. The way it happened, it was complicated, it's kinda hard to explain. It was blackmail, really.
(Kimberly slams her locker's door and then smiles.)
Kimberly: Doesn't matter why you did it, Michael. You're just going to have to get rid of her. Maybe I didn't make myself clear last night. I've come back to claim what's mine and you're the first thing on my list. (She kisses him.)
Bruce: This isn't Woodward Advertising. This is D&D, this is my shop and I make the rules.
Alison: Stand by your man, what a load!
Kimberly: Hi there Syd! (Syd faints) Finally! The reaction I've been looking for!
Kimberly: Rumors of my death, as they say, were premature.
Jane (to Sydney): Blackmail isn't a very good building block for a relationship.
Kimberly: I'm fine. Good as new.
Kimberly: It's nice to see you again, Michael.
Michael: It's gotta be guilt. My conscience must be bothering me.
Matt: Michael, you don't have one of those.
Sydney (to Billy and Alison): I'm getting a divorce. Just like you will some day.
Michael: Kim? Is that really you?
Kimberly: Maybe. Or maybe you're going crazy. (pause) Of course it's me, silly. You wanna touch me to make sure I'm real?
"Shape of My Heart" by Sting plays over the establishing shots; and "Dreams" by the Cranberries plays as Amanda's interrupts Sarah's photo shoot.
During Amanda's dinner with Hillary, they refer to another Models Inc. character: Amanda's half-brother, David Michaels. David was played by Brian Gaskill, who was dropped less than halfway through that series' brief run.
The B*tch Is Back is a song by Elton John, written with Bernie Taupin. It was the second single released from his 1974 album Caribou.