Wood: Trust me, you open that door and these students will eat you alive.
Buffy: You heard about Principal Flutie, right?
Principal Wood: Hmm?
Buffy: Forget it.
Dawn: You sleep, right? You, vampires… you sleep?
Spike: Yeah, what’s your point, niblet?
Dawn: Well, I can’t take you in a fight or anything, even with a chip in your head. But you do sleep. If you hurt my sister at all… touch her… you’re going to wake up on fire.
Spike: (to Buffy) And when exactly did your sister get unbelievably scary?
Buffy: Spike, have you completely lost your mind?
Spike: Well, yes. Where have you been all night?
Giles: That's your fear talking.
Willow: Yes, and my fear is being an obnoxious blabbermouth.
Dawn: Should we round up the gang?
Xander: Good thinking, except... this is the gang.
Xander: Right. Sunnydale— come for the food, stay for the dismemberment.
Spike: Buffy, shame on you. Why does a man do what he mustn't? For her. To be hers. To be the kind of man who would nev— To be a kind of man. And she shall look on him with forgiveness and everybody will forgive and love... and he will be loved. So everything's okay, right?
Xander: Those kids are damned lucky having a Slayer and a friend on campus there for them. I hope they appreciate it. I know I did. Days gone by, huh?
Dawn: I thought you hated Sunnydale?
Xander: Yes and no. With an emphasis on the yes.
Buffy: I doubt we'll even see each other. Assuming I even half-understand my fuzzy job description.
Dawn: It's not fuzzy. You're what? Dealing with troubled kids?
Xander: At a spankin' new Hellmouth High. Please… outside of drugs and violence and unwanted pregnancy and… the unleashing of hordes of Armageddon that comes pouring out of the school's foundation every now and then, what trouble could these kids have?
Principal Wood: You'll be surprised, Buffy. You're the youngest and least stuffy member of this faculty. I think the students are going to want to come in and talk to you and when they do, don't evaluate them. Just listen. They need to feel like there's someone around here who actually understand them.
Buffy: Can I give detention?
Principal Wood: There's only three things these kids understand: the boot, the bat and the bastinada. It's… it's a bad joke. It's the bastinada… no one ever knows what that thing is.
Buffy: A wooden rod used to slap the soles of the feet in Turkish prisons but if made with the correct wood, makes an awesome billy club.
Buffy: Xander, take Nancy home. Spike and I will patrol.
Dawn: I'm command central so everybody check in with me. Okay, I'll be here doing my homework but the other one sounded cooler.
Nancy: Well, thanks. And that's a couple of levels of lameness right there, me saying thanks after everything you've done for me tonight.
Xander: Well, you could slip me a twenty but then I'd have to act all offended.
Buffy: Anya, that thing you created burst through solid pavement and ate her dog.
Anya: Aww puppy!
Xander: Wait! That gets your sad noise? People's lives are in danger and you give it up for the Yorkie?
Anya: Hey! Hands off the merchandise, Spike. You don't get to go there again.
Spike: Please, I've already forgotten about our little time together.
Nancy: (to Anya) I thought you were Xander's ex-girlfriend?
Anya: I am.
Nancy: But you and Spike?
Anya: Had a thing.
Spike: Didn't last.
Nancy: (to Spike) But weren't you Buffy's…
Buffy: Never serious.
Nancy: Is there anyone here who hasn't slept together?
Nancy: No way! Are you saying that that thing was Ronnie?
Anya: You wish it, I dish it; I thought we were clear on this! I didn't know you would go and narc on me!
Buffy: You wished your ex was a worm?
Nancy: Well... we were just... talking...
Buffy: I heard screaming.
Dawn: That was you.
Buffy: There was a girl.
Dawn:That would be me.
Anya: (after she sees the gang approaching her) Oh, penis.
The opening sequence of the episode, in which a young girl sporting a pink wig is running from an attacker, as techno music plays to the background, is speculated to be an homage to either Run, Lola, Run, or the ABC spy-drama, Alias, starring Jennifer Garner.
Spike: Hey, is that it? A little touchy-feely, and you're off to the Batpoles?
This is a reference to the 1960's television series Batman. When summoned, Batman and Robin would slide down the Batpoles as their way into the Batcave. Also, by the time they reached the bottoms, they would both already be dressed in their costumes.