When questioned about his fondest memory of filming, James Marsters explained that final scene had slight different direction and dialog, but Joss Whedon saw the footage and told him the scene was horrible: "It's not your fault. It was the direction. But it's just so on the nose, and it's just cringe-worthy." Whedon then decided to rewrite and direct it, then they filmed "12 to 20 hours to begin with, which is so much longer than other shows," Marsters said. "Then, after we finished those eight days, and the main unit started a new episode, we were doing pickups and extra shots on B and splinter units throughout the next week, which was not even entirely legal. But to go back and wholesale throw away an entire day's work and begin from scratch in the midst of all that other filming was just a huge, huge thing to do. He was willing to do that." Marsters described the new direction: "He directed me to be less emotional. To be more distant. To be hiding both in the shadows and in my feelings from Buffy rather than try and proclaim them to her. I think that's the way shame works. I think there's a lot of shame in this scene. And I think, in general, we say that writing can be too much on the nose, which is kind of a way of saying it's too direct, it's too literal, it's too obvious - and that can be a very subtle difference. The writing wasn't bad originally, it was just slightly too much on the nose, and it needed to be just a little more opaque and just get that right tone."
In the pre-title sequence, when the pink-haired girl is chased through Frankfurt, the German vocals of the song are "Von der Tiefe / es verschlingt", which translates to the idé fixe of the season, "From beneath you it devours" (although it should really be 'Aus der Tiefe'...).
Robin warns Buffy not to be a friend to the students she is mentoring in her new job or they would "eat you alive". She responds, "you heard about principal Flutie, right?" This is a reference to season one's The Pack (1997), when students possessed by demon hyenas ate Principal Flutie.
From the original final scene, Spike's poetry was also cut: "William the bloody awful poet / Skipping down the lane / Good boy, bad boy, / All the sodding same."
This episode parallels to Angel (1997). In this one, after Buffy finds out Spike has a soul, he drapes his body on a cross and it burns him. In "Angel", after Buffy finds out that he is a vampire with a soul, they kiss and we see the cross Angel gave her searing his chest. Angel says the line "I wanted to kill you," and in this one, Spike says "I dreamed of killing you."