Xander: OK, OK, I'm coming. I'm up. It's 4:30 in the morning. Sweet mamalooshin.

Willow: It's the Big Bad, Dawn. The one we knew was coming.
Dawn: But, that's what she said. Mom, she said that things were coming, that things were on their way, and that she loves us. So, it had to be her, right? I mean, her warning was true.
Willow: I don't know. I just don't think we can trust anything right now.
Dawn: So maybe the evil thing messing with you was here too. Only maybe it was the thing trying to keep mom away. 'Cause she was trying to protect me. Maybe.

Xander: Why would a vampire lie about who sired him? What's that? Some kind of status symbol for the undead. My sire can beat up your sire.
Buffy: I'm not saying I don't believe him.
Xander: You just don't want to. OK, let's look at this objectively. Figure it out in a cold, impersonal, CSI-like manner 'cause we're a couple of carpet fibers away from a case.
Buffy: Spike can't be the one doing this. He couldn't if he wanted to.
Xander: Why not?
Buffy: Well, for one thing, pain chip, remember? He can't hurt anyone.
Xander: Didn't stop him from hurting you. Hey, objective here. Maybe the chip's not working anymore.
Buffy: Oh, it's working. I've seen it.
Xander: Is it? Or is that what Spike wants you to think?
Buffy: You think it's an act?
Xander: I don't really know. And neither do you.
Buffy: No, mm-mmm. There's something. I-I can feel it. He's different. He's changed. And, if it is an act, then the Oscar goes to...

Xander: Come on, Anya. You said you'd do it on the phone.
Anya: Yeah, but that— That was before you told me Spike's killing again, and now you want me to be alone with him?
Xander: You didn't mind being alone with him before.
Anya: What was that?
Xander: Nothing. Look, we don't actually know that he's killed anyone. You know, lately. Might all just be a mistake.
Anya: Yeah, but you don't think so. OK, have you searched his room for clues? Trophies from victims? Killers like to keep trophies sometimes. Scalps, necklaces made from human teeth.
Xander: You know, it didn't occur to me to look, but thanks for the tip. OK, so you'll be safe in here. Plenty of sunlight for you to hide in.
Anya: What? That's it? You're not at least gonna like leave me a crossbow or a flame thrower? Something to protect myself?
Xander: We don't want him to know we suspect anything. Besides if he tries to leave, I don't want you confronting him. Call Buffy and just let her know that he's on the move. You're gonna be fine.
Anya: Better be, because if I get vamped, I'm gonna bite your ass.
Xander: Wouldn't be the first time.

Buffy: What the hell happened? Downstairs looks like—
Willow: Hell happened? Yeah. This big evil that's been promising to devour us— well I think it's started chomping.
Buffy: Oh, God. And it started with Dawn?
Willow: Both of us. Buffy, this thing knows us. It made us think that we were talking to people we knew. Mine said it came with a message from Tara. But Dawn actually saw... your Mother. This thing—it had me for a while—I mean, before it started letting loose with the pulse-pounding terror. But before that, the lies were very convincing. It just seems real.

Spike: Anya, do be specific and tell a fellow just exactly what you're doing here.
Anya: Well, Spike... I'm here, obviously... for... um... sex.
Spike: Uh, beg pardon.
Anya: You and me. Here and now. Let's go. Let's... get it on, you big bad boy.
Spike: Wait, wait, Anya. Just a minute. This is not exactly— is that a stake?
Anya: Yes. Kinky.
Spike: Uh, well, yeah, but what do you—?
Anya: Shh. No questions. No talking. I can't help it. I can't stop thinking about you and us and our brief but unforgettable time together. I mean, it's—why else would I be here? I mean, it's not like I'm snooping around looking for proof that you're some sort of wacked out serial killer. I don't know why I said that. Forget I said that. It's craziness talking. It's just nerves. Nerves. Nerves and-and horniness. Oh, just shut up, William, and take me. Take me now.

Spike: It's not that I'm not tempted. Obviously, if things were different, you're a ripe catch.
Anya: I got it. No problem, I understand. You think I'm fat.
Spike: What?
Anya: Well, it's either that or the haircut.
Spike: Ridiculous. The do's quite fetching.
Anya: Oh, right. Now you like the haircut.
Spike: Love it.
Anya: Sure, as a friend.
Spike: Anya.
Anya: You know, you were a lot more fun when you didn't have a soul.
Spike: Oh, come on. Now, I've just explained to you—
Anya: All I'm saying is soulless Spike would have had me upside down and half way to happy land by now.
Spike: I need my pants.

Spike: Well, I certainly didn't off her. Where are you getting this? You know I can't.
Buffy: Right. The chip.
Spike: No, not the chip! Not the chip, dammit. You honestly think I'd go to the end of the underworld and back to get my soul and then— Buffy, I can barely live with what I did. It haunts me. All of it. If you think that I would add to the body count now, you are crazy.
Buffy: So, what—you just troll the Promenade looking for drunk co-eds cause you're hungry for conversation?

Dawn: You only think Spike is turning people 'cause that vampire told you so, right? But that night we were all told things that weren't true.
Willow: Maybe.
Dawn: What? What maybe.
Willow: Well, just because those weren't the spirits of, you know, our people—just because it was some evil thing, doesn't mean what they said can't be true.
Anya: I used to tell the truth all the time when I was evil.

Spike: Friendly warning, pet. I'm the type best left alone.
Young Woman: Huh. I get it. You'd rather I slip into something more comfortable. Should we pick off the crowd one-by-one, or block the exits and ravish the place?
Spike: Get away from me.
Young Woman: What's with the wallflower act? You didn't seem so shy when you were biting me. I'm not asking if you wanna be soul mates, just figured you'd wanna have some fun. I take him, you take her—or the other way around. Whatever.
Spike: No, you're lying!
Young Woman: Is that all I was to you—a one-bite stand?

Bouncer: Hey, sweetheart. If you wanna go in, go ahead.
Buffy: Oh, uh, actually, I need some help. I'm looking for this guy. Bleach-blonde hair, leather jacket, British accent? Kind of sallow, but in a hot way?
Bouncer: Yeah, yeah, I know the guy. Billy Idol wannabe?
Buffy: Actually, Billy Idol stole his look from—never mind. Has he been here?

Spike: I've been remembering. The girl. I walked her home. The one you saw. And the one before that. And I think I killed her. And I think I—I think I killed the lady who lived here. And there might be others.
Buffy: Oh, my God.
Spike: Here. I-I think I buried them here.
Buffy: Spike, why?
Spike: Well, I don't know, do I? I don't even know how. Shouldn't be able—

Spike: Do it fast, OK? He said you'd do it.
Buffy: Who said?
Spike: Me. It was me. I saw it. I was here the whole time, talking and singing. There was a song.
Buffy: What are you talking about?
Spike: I don't know. Please, I don't remember. Don't make me remember. Make it so I forget again! I did what you wanted!
Buffy: There's something here.
Spike: Oh, God, no, please. I need that. I can't cry the soul out of me. It won't come. I killed, and I can feel 'em. I can feel every one of them.
Buffy: There's something playing with us. All of us.
Spike: What is it? Why is it doing this to me?
Buffy: I don't know.
Spike: Will you... Help me. Can you help me?
Buffy: I'll help you.

Buffy: Look, there's something evil working us, and if we are ever gonna have a chance to fight it, we need to learn everything we can about it. This thing has been closer to Spike than any of us.
Willow: And if you want to understand it...
Buffy: I'm gonna have to get close to Spike.
Xander: Nah, it's too dangerous.
Buffy: I don't have a choice. Whatever this thing is, from beneath us, it's bad, and it's only getting worse.