Angel

Season 3

Heartthrob

1. The lead guest characters were named Elisabeth and James after co-creator David Greenwalt's assistant Elisabeth James.
2. The word "Yeah" is written in red runic letters on the wall to the right of the door inside Fred's hotel room.
3. The WB began broadcasting in letterbox format from this episode forward. However, the film crew didn't begin shooting for a letterbox format until Angel: That Old Gang of Mine (2001); this episode was originally filmed with a shorter aspect ratio and had to be re-transferred to the wider format before being aired. Adam Ward, the first assistant/focus puller, says the show has always framed for letterboxing so the transfer process went smoothly. "We were really happy to do it because it made everything a lot more cinematic," he says.
4. This episode contains a subtle metaphorical allusion to Buffy the Vampire Slayer (1997) leaving for UPN, while this series was remaining on The WB. Angel states how Buffy leaving did not kill him, and that he would continue to survive in order to honor her. Similarly, the show would remain independent from Buffy, as the two shows were now on competing networks. A similar allusion was used in Angel: Sanctuary (2000), in which Angel tells Buffy she is no longer part of his life, meaning the show Angel is strong on its own without Buffy the Vampire Slayer.
5. Returning actress Julie Benz is now billed as a Special Guest Star.
6. Cordelia refers to the Gem of Amara, that makes a vampire invincible. It was first seen in Buffy the Vampire Slayer: The Harsh Light of Day (1999) and destroyed in Angel: Lonely Heart (1999).
7. Julie Benz said that "the pregnancy was probably the most exciting development" for the character of Darla and the actress herself. "Finding out about that was the most 'wow!' moment I had with her. We'd always joke around that maybe she would get pregnant, but it was always a joke!"
8. Angel's retreat destination, Sri Lanka, was previously mentioned in the Buffy the Vampire Slayer: Phases (1998), when werewolf hunter Cain revealed Sri Lanka has a profitable market for werewolf pelts.
9. In the flashbacks, Darla and Angel reminisce on the events of the flashback from Angel: The Trial (2000), where Darla left Angel to fend for himself in a burning barn after Holtz cornered them in France.
10. This is the first season premiere not to feature Lindsey McDonald.
11. This episode marks the first appearance of Holtz.
12. The outside shots of the Buddhist monastery in Sri Lanka is actually footage of a castle in Austria called Castle Hohenwerfen. Production designer Stuart Blatt says the location department extensively researched monasteries from all over Asia before settling on a design for the set for the inside scenes; it was "one of the most fun things so far this year" to create.
13. Fred writes the word LISTEN on a wall, similarly to Marcie Ross in Buffy the Vampire Slayer: Out of Mind, Out of Sight (1997), who herself was experiencing mental issues.
14. Angel's lack of grief for Buffy's death may be foreshadowing the fact that Willow, Tara, Xander, and Anya bring her back to life in Buffy the Vampire Slayer: Bargaining: Part 1 (2001).
15. As of this episode, Amy Acker joins the regular cast.

That Vision Thing

1. This episode re-introduces the character Gavin Park, previously seen in Angel: Over the Rainbow (2001), a lawyer from Wolfram & Hart. He serves as competition for Lilah after Lindsey's departure the previous season.
2. The title is taken from a comment made by then-U.S. Vice President George Bush in an article in the January 26, 1987 issue of "Time Magazine" regarding where he wanted to lead the country. Bush said, "Oh the vision thing."
3. Kal Penn (the psychic) had also played a frat boy in an episode of Buffy the Vampire Slayer titled Buffy the Vampire Slayer: Beer Bad (1999).
4. Gunn uses the same baseball bat he used in Angel: Heartthrob (2001).
5. Cordelia asks Angel if bad things are happening to her because she's a bad person. This question echos episodes Angel: Expecting (2000) and Angel: Rm w/a Vu (1999) where she similarly wonders if her actions as a teenager are the cause for her suffering in those episodes.
6. First appearance of Skip, who was named after producer Skip Schoolnik. He re-appears as a friend and guide to Cordelia over the course of the season, and plays an important role in the events of season four. He is eventually killed by Wesley in Angel: Inside Out (2003).
7. This episode marks David Boreanaz and Charisma Carpenter's 100th appearances as Angel and Cordelia Chase respectively.
8. Billy will appear again as the main threat in Angel: Billy (2001), in which he is killed by Lilah.
9. Jeffrey Bell included a reference to a creature he created for The X-Files: Alpha (1999) called a Wan-Shang Dhole.
10. Charisma Carpenter says that although the visions aren't usually difficult to portray, the physical manifestation of the visions in this episode were "a little bit more challenging than I had anticipated."
11. This was the first episode written by Jeffrey Bell.

That Old Gang of Mine

1. This is the last time Gunn visits his old gang, including his friend Rondell.
2. There is a blooper in this episode shown on the Season 3 DVD. When the Furies say "Mmm, Angel...", David Boreanaz pops in and says "I'm here, baby!", resulting in the Furies bursting out laughing.
3. This episode was due to be the second episode of the season, but was switched with Angel: That Vision Thing (2001) to become the third episode. Indeed, in this episode, Angel requests that Cordelia encourage Fred to venture into the "outside world," which already happened in the previous episode, creating a minor continuity error.
4. First appearance of the Transuding Furies who will recur later.
5. Tim Minear "pretty much always loathed [this] script", although he feels that if it had been filmed differently, it could have been stronger. "As it happened," he says, "it was my weakest script coupled with the most unfocused direction."
6. This episode marks the final appearance of Merl, who is killed here.
7. Fred talks to plants. Illyria, who will take over Fred's body in the fifth season, has the power to communicate with plants.
8. Gunn eventually does prove to Angel that he can trust him when he kills Angel in Hell-L.A. (Although Gunn, currently angry at Angel, was unaware that he was doing exactly what Angel needed him to do). Humorously, the situations are reversed then, with Gunn being the vampire and Angel human.

Carpe Noctem

1. Cordelia comes to the immediate conclusion that the woman Marcus was romancing (while in Angel's body) was a blonde (actually it was Lilah, a brunette), and upon realizing the woman's true hair color, believes something is the matter with Angel. This brings up her belief that Angel has a preference for young blonde women, humorously referencing the running gag that Angel nearly always romances women with blonde hair. These include Buffy Summers, Kate Lockley, and Darla. This trend is later continued by ironically including Cordelia herself (after she gets blonde highlights), Eve, and Nina Ash.
2. Willow calls Angel to tell him that Buffy has been resurrected, which results in Angel calling Buffy at the end of Buffy the Vampire Slayer: Flooded (2001). She and Angel then immediately depart their homes to meet somewhere between Sunnydale and LA, but both are back by their respective following episode. Because the shows were now on different networks, the show-runners were discouraged against having crossovers, so neither actor appears on the other's show.
3. This episode is one of a very few that shows that vampires can sniff the air and smell their prey from a distance.
4. When Angel and Cordelia investigated at the gym, Angel asked if there was any use of steroid, since the only remains of the victims are skin. Cordelia also asked if they have seen anyone "green and scaly". This is reference to Buffy the Vampire Slayer: Go Fish (1998), where the Sunnydale High School swimming team inhaled steroids and become green and scaly creatures.
5. The central element of the plot of this episode is very similar to Buffy the Vampire Slayer: Who Are You? (2000). The biggest difference between the two episodes is that, while in the Buffy episode a close, former friend switches bodies with Buffy, in this episode a complete stranger switches bodies with Angel.
6. During this episode it can be seen that each member of Angel Investigations now has a personalized business card (except Angel, presumably due to his lack of surname). It can also be seen that Cordelia's title is Senior Associate, which may be due to the fact she is one of the founding members of the agency.
7. The address of the Hyperion Hotel is revealed to be 1481 Hyperion Ave, Los Angeles, CA 90026. The phone number is (213) 555-0162 and the fax number is (213) 555-0163.
8. Nuart Theater is an art house movie theater in Los Angeles.
9. "Kimota", part of what Marcus says to transfer bodies, is a reference to British superhero Marvelman (the word he needs to say to turn from his secret identity, Micky Moran, to his Marvelman form).

Fredless

1. When talking about the Aliens series, a character says, "He's always had a thing for those 'Aliens' movies. Except for that last one they made - I think he dozed off." Series creator Joss Whedon wrote the script for Alien: Resurrection (1997), although it was heavily rewritten.
2. In this episode, it is established that Fred is from Texas. Amy Acker grew up in Dallas, Texas.
3. The set used for the train station was the same set used for the Hyperion hotel lobby, redressed with additional plants and benches.
4. The episode introduces Fred's parents Roger and Trish Burkle. Both of these characters would later reappear in Angel: A Hole in the World (2004), Angel: Shells (2004) and Angel: The Girl in Question (2004).
5. Angel and Buffy's meeting, which is never shown on screen, is the subject of a comic by Buffy writer Jane Espenson called Reunion.
6. This episode marks Fred's cementation into the main group. Up until this point, it was uncertain if Fred's run on the show would mimic Doyle's, in which Joss Whedon had Glenn Quinn in the title credits only for 10 episodes until he let Doyle's character go.
7. At the bus station, Fred muses to herself that she could go to Las Vegas and make a fortune counting cards at blackjack. She will later do just that in Angel: The House Always Wins (2002).
8. The bus station lobby is a set also used in Season 1 Angel: Five by Five (2000) when Faith tries to shoot Angel in the back with an arrow, as well as in Season 5 when Illyria first shows up and Knox tries to show her how to get back to her world but ends up getting shot by Wesley.

Billy

1. Joss Whedon wrote the two conversations in Lilah's apartment (first with Angel and then with Cordelia).
2. Angel is seen doing three things which are in his physical repertoire but which are rarely seen: (1) He leaps straight up over a high gate, without climbing it; (2) He smells a bloody hand-print low on a wall at a distance from a crime scene; and (3) a moment after speaking with Wesley, he runs super-fast.
3. The upstairs levels of Angel's Hyperion Hotel, where Fred runs from Wesley and where Fred hides with Gunn, were actually shot at the condemned Ambassador Hotel in Los Angeles. The Ambassador was a famous hotel until it was demolished in 2005. It had been the site of Academy Awards presentations, and, more tragically, of the assassination of Robert F. Kennedy.
4. Writer Tim Minear says on the DVD Commentary that he was working on his share of the script when a friend called him to tell him about the attacks on the World Trade Center buildings on September 11, 2001. Minear was horrified. Then he had to return to writing "Billy," because he was under deadline.
5. According to writers Tim Minear and Jeffrey Bell, the early fight scene between Lilah and Gavin was written to be much more vicious, with lots of punching and blood. The scene was revised to show Gavin throwing her against a shelf and attempting to strangle her, though in a later scene, it is clear that Lilah took some heavy blows to the face.
6. The house belonging to Billy Blim's family was, in real life, previously owned by Los Angeles Mayor Richard Riordan.
7. Fred is seen listening to a police scanner. This is the same police scanner that Angel stole in Angel: Somnambulist (2000).
8. On the commentary track, Tim Minear and Jeffrey Bell, explain Billy's backstory: his father raped a "good" demon, and the result was Billy.
9. Cordelia and Lilah meet for the first time.
10. Stephanie Romanov says the ending to this episode was one of her "favorite Lilah moments. It was the only time Lilah was a hero."
11. The attacks against women are usually preceded by some kind of misogynistic comments that are of the kind that are frequently employed but without recognition that they are misogynistic. For example, Gavin tries to put Lilah in her place, Wesley blames Fred for dressing provocatively and not taking proper consideration for men, who can't be expected to control themselves, and Gunn tells Fred that comments like the ones she's making will get her beat up.
12. All the female recurring characters in the episode are self-reliant, and do not depend on men to rescue them-they each rescue themselves. Cordelia strikes out on her own initiative to find Billy before Angel, and defeats him without any assistance. Fred is able to subdue both Wesley and Gunn, and Lilah takes the initiative to kill Billy, heedless of her firm's concerns.
13. While Billy's origins are never stated, Lilah makes oblique reference to Billy having "family connections" in Hell.
14. The crisis Wesley faces at the end of this episode is similar to the one Xander will face in Buffy the Vampire Slayer: Hell's Bells (2002). Both characters catch glimpses of themselves as not necessarily how they are, but how they could be, and what that would mean for the women they love.
15. When Billy smacks his hands down on the airport tarmac to gain power, the special effects of the tarmac cracking were created by Loni Peristere.
16. The episode invokes the Kennedy Family---who also have prominent political connections. William Kennedy Smith was a nephew of former Senator Ted Kennedy and was accused of sexually assaulting a woman in a 1991 Palm Beach Florida case. Smith was acquitted of the charges. Dylan Blim invokes John Kennedy Jr.. who was a member of the family himself-but adamantly disliked the conduct of relatives. Dylan is aware that Angel is a vampire with the potential to kill Billy but still invites him into the family compound. Kennedy also openly criticized relatives who were engaging in 'bad behavior'.
17. This is the 50th episode. David Boreanaz, Charisma Carpenter and Alexis Denisof all also appeared in Buffy the Vampire Slayer: Doppelgangland (1999), which was that show's 50th episode.
18. Tim Minear and Jeffrey Bell had originally written the scene in which Wesley menaces Fred, and then slaps her, to come right at the very end of Act 2, and then cut to a break. Joss Whedon re-wrote the scene to have Wesley say, "Lie to me again and we're going to have a problem" at the end of act 2, and then, after the break, menace and slap her - which was actually more scary, and which shows that Wesley is going to become a dark figure, for a while. Both Minear and Bell agreed that this sequence worked better for the thrills and scares.

Offspring

1. According to Amy Acker, in a scene where Alexis Denisof is sitting behind a desk, he is in his underwear.
2. This is the first time Angel has seen Darla since Angel: Reprise (2001).
3. Cordelia saying to Darla "I was pregnant once" refers to the events in Angel: Expecting (2000).
4. Fred points out for the first time the mutual attraction between Angel and Cordelia. This attraction will continue to develop throughout the series till Cordelia's departure.
5. Gunn suggests that Darla and Angel's child could become an "uber-vamp." This is a term that the Scoobies will later use to describe the Turok-Han Vampire.
6. This episode marks the first appearance of the time and dimension traveling Granok Demon known as Sahjhan.
7. J. August Richards has a talent with juggling, just like Sarah Michelle Gellar did in Buffy the Vampire Slayer: Hell's Bells (2002).
8. The Nyazian prophecies foretell that Connor's creation will lead mankind 'into darkness'. In the comic 'Long Days Journey' it does exactly that.
9. Cordelia's hair is notably shorter

Quickening

1. Cordelia chides Gunn for being 'So damned honest'. This demonstrates her character growth since Sunnydale where she was known for her plain speaking and professed "Tact is just not saying true stuff".
2. This is the first appearance of John Rubinstein as Linwood Murrow.
3. Lilah can be seen talking to the two mind-readers who helped Holland to discover Lee Mercer's betrayal in the first season.
4. We witness the murder of Holtz's wife and children, which although talked about in earlier episodes had not been shown so far.

Lullaby

1. David Boreanaz became a father in real life several months after the filming of this episode. "My son is not going to be in that environment," he says. "He won't have broadswords hanging in the cabinet.
2. The pole arm used to hold Angel is called a "Man catcher" and was commonly used until the 18th century.
3. This is the last episode that Caritas is seen. Lorne moves into the Hotel after it is destroyed a third time. The first was by Angel's car in the season 2 finale Angel: There's No Place Like Plrtz Glrb (2001), the second was by Gio and his gang in Angel: That Old Gang of Mine (2001) and now by Holtz.
4. The producers employ some deliberate Christian imagery in this episode. Of Wolfram & Hart, Lilah says: "They don't crucify here. It's too Christian," and the camera then switches to Angel, being held in a crucifixion pose by Daniel Holtz.
5. The alley where Darla gives birth to Connor is known by the cast as "Piss Alley," because of the constant odor of urine.
6. Julie Benz was delighted with how Darla's life ended. She says. "I really think it was one of the most beautiful gifts I've ever received as an actor. The last three episodes of her life are so wonderful. They were such a gift to play. It was really amazing." Benz felt this episode gave closure to the relationship between Darla and Angel
7. When Holtz is comforting his daughter after her mother has been killed, He sings the Welsh lullaby, "All Through the Night." All Through the Night is a Welsh song sung to a tune that was first recorded in Edward Jones' Musical and Poetical Relics of the Welsh Bards (1784). The most commonly sung Welsh lyrics were written by John Ceiriog Hughes (1832-1887) Since the flashback occurs in 1764, he could not have known that melody or those words in English.

Dad

1. The actress who plays Gwen, Files & Records (Stephanie Courtney) also plays Flo, the spokesperson for Progressive Auto Insurance. She has played this role since 2008.
2. Lilah makes an allusion to Macbeth, where the character Macduff was from his mother's womb "untimely ripped."
3. Although he will not become a regular character for a considerable time afterwards, Lorne's moving in to the hotel creates what most fans consider to be the definitive Angel Investigations line-up: Angel, Cordelia, Wesley, Gunn, Fred and Lorne.
4. Gunn wishes that one of the Powers That Be would intervene directly and 'step up to the mat'. Unknown to him this is exactly what is happening.
5. The meeting between Holtz and Justine calls back that between Merrick and Buffy in Buffy the Vampire Slayer: Becoming: Part 1 (1998). The only difference is that it bases itself on the vengeance and not on the justice.
6. Gunn refers to his cousin although we never meet her/him, contradicting his previous remark that his sister was his only family. Though morbid, given Gunn's history, it's possible his cousin is no longer around.

Birthday

1. A 7-minute excerpt of Cordy! was filmed on the redressed set of Dharma & Greg (1997), to give it a "true sitcom feel". Tim Minear explains, "When you look at Charisma Carpenter, she does bear a resemblance to Mary Tyler Moore and she's so funny, and we all sort of had this fetish fantasy of seeing her on a brightly lit sitcom stage with people laughing at her jokes." However, the scene "wasn't quite as funny as we wanted it to be," admitted Mere Smith and so all but the opening credits were ultimately cut from the final episode, although the clip is available as a Deleted Scene on the DVD release.
2. The theme song to Cordy! was written and sung by Marti Noxon and David Greenwalt, who also sang in Buffy the Vampire Slayer: Once More, with Feeling (2001).
3. "People are insane for Skip", says David Greenwalt of the enormous fan reaction after Skip was introduced in Angel: That Vision Thing (2001), which is why his character was brought back to be Cordelia's guide in this episode. David Denman, the actor who plays Skip, says that when Charisma Carpenter told him how excited she was to work with him "I thought she was kidding with me."
4. When Cordelia wakes up after being made part demon, she checks for horns and a tail. This is exactly what Buffy checked for when infected by the telepath demons in Buffy the Vampire Slayer: Earshot (1999) when she learned she would gain an aspect of the demon.
5. The uprising of a demon in Reseda was actually predicted by Wesley in Angel: To Shanshu in L.A. (2000).
6. The premise of this episode is very similar to that of Buffy the Vampire Slayer: The Wish (1998): after becoming disappointed with her life, Cordelia makes a pact with a higher power (The Powers That Be and Anyanka, respectively) in order to have history rewritten (in "The Wish", Cordelia wishes for Buffy Summers to have never came to Sunnydale, while in "Birthday" she wishes for herself to have never ran into Angel), resulting in an alternate reality in which Cordelia is at first happy for herself, but soon regrets her decision after realizing the consequences of her actions. In both episodes time is restored back to normal, but only in "Birthday" it is Cordelia the one who restores history, while in "The Wish" it is Rupert Giles.
7. Marti Noxon: Cordelia's friend in the opening credits of 'Cordy'.
8. In the alternate reality in which Cordelia never met up with Angel in Los Angeles, Wesley is missing an arm. When Cordy asks him about it he replies, "Ah, Kungai demon, couple of years ago." The Kungai was the demon Wesley was tracking when he first came to LA as a rogue demon hunter and first linked up with Angel Investigations, just after Cordelia received the visions from Doyle. In the true reality, Angel and Wesley fought the Kungai together before later discovering it to be the hunted, not the hunter, for an auction about which Cordelia had her first vision. In the alternate reality, in which the visions passed to Angel instead, he must have been unable to help Wesley get away from the Kungai unscathed.
9. Cordelia becomes part-demon. Her transformation, and the motivations behind it, play an important part in the events of season four.
10. Skip's warning to Cordelia that if she keeps the visions and stays human, she'll stay in the coma and her next vision will kill her, foreshadows Angel: You're Welcome (2004).

Provider

1. In this episode, Jeffrey Dean Morgan plays a client who wants a nest of vampires killed who killed his friend. Later on, on Supernatural, he played a hunter of supernatural creatures a lot like Angel and took down many nests.

Waiting in the Wings

1. According to DVD commentary, when Summer Glau finished her four-page monologue, she received a standing ovation from the crew and the extras remaining on set from the theater scene. This eventually led to comedian Jeff Laub suggesting that Joss Whedon have her read for the role of River Tam on his new series, Firefly (2002).
2. While Joss Whedon was filming the dressing room scene with Cordelia and Angel, he explains that he wanted to shoot it in one continuous camera shot to "get the space, to keep the camera moving, to get the magical feel for the whole thing." However, in rehearsal at the moment that Cordelia stands in front of the mirror, David Boreanaz was standing behind her, reflected. Whedon remembers, "I said, 'That's great, and then we'll go to David's reflections and then we'll go to her here,' and then everybody got very quiet and I believe it was Ross Berryman the director of photography who said, 'You do remember that he's a vampire, yes?'"
3. Joss Whedon says on the DVD extras that he conceived this episode because he discovered that Amy Acker (who played Fred) had taken fifteen years of ballet classes, and he wanted to work her dancing into an episode somehow. He built the plot forward from a fantasy sequence in which Wesley imagines that Fred, instead of the enchanted ballerina, is dancing the lead female role (beautifully) and the he joins her to dance the lead male role (terribly). The sequence ended up being cut, but it is viewable on the DVD.
4. While investigating, Angel says that he has been possessed by the spirit of lovers before and it never goes well. This is reference to Buffy the Vampire Slayer: I Only Have Eyes for You (1998) in which Buffy and Angel are possessed by the spirits of the ill-fated lovers James Stanley and Grace Newman at Sunnydale High School.
5. Summer Glau's acting debut. Joss Whedon would later cast her in Firefly (2002) and Dollhouse (2009).
6. When Cordelia and Angel come down the Hyperion steps, arm in arm, past the glass doors, Cordy's reflection can be seen. Angel's was removed by special effects.
7. Gunn enthuses about going to see a concert by Mahta Hari, the name of a band which Joss Whedon's younger brother had been in.
8. Joss Whedon says on the DVD commentary that this was his very favorite directorial effort (up to that point, at least, having written but not yet directed the episode Buffy the Vampire Slayer: Once More, with Feeling (2001)); that he used to shoot campus dance recitals when he was in college, and that he was "a wanna-be dancer more than I'm a wanna-be almost anything."
9. In the deleted "Fred/ Wesley" dance scene, Alexis Denisof came out wearing a red thong over his tights, although this is not shown on the DVD extras.
10. When Lorne is speaking with Angel about his feelings for Cordelia, Lorne remarks that Angel has a thing for "former cheerleaders," referencing his relationship with Buffy Summers.
11. For Summer Glau's audition for the part of the Prima Ballerina, she read the lines in which she is waiting in the wings with Angel.
12. Lorne uses the Pylean word "Kye-rumption" to describe Angel and Cordelia, meaning "when two great heroes meet on the field of battle and recognize their mutual fate." Fred previously used this word to describe them in Angel: Offspring (2001).
13. Cordelia remarks that the only 'action' she is getting is a ghost who is 'good with a loofah', referencing Angel: Heartthrob (2001), when Phantom Dennis scrubbed her back in the bathtub. Here she inadvertently reveals to Wesley that the scrubbing activity didn't stop with her back.

Couplet

1. During Angel and Wesley's visit to the book store, a book with a red cover bearing a picture of a wolf is visible. This is the same book Wesley saw in Pylea, from which he determined that Wolfram & Hart, under a different name, was active in that dimension.
2. Lorne tells Angel "Fine Miss Garbo, Have it your way, be alone". This refers to Greta Garbo who led a private life of simplicity, never married, had no children, and lived alone as an adult.
3. It was planned that Angel and Groo would find Kate Lockley as a working girl in the bordello they visit but Elisabeth Röhm was too busy appearing in Law & Order (1990) to fit in the cameo.
4. At the beginning of episode, Lorne smells the perfume of Angel's jacket and says he didn't have this smell the night before. This refers to previous episode Angel: Waiting in the Wings (2002) when Angel got magically attracted and started making out with Cordelia.
5. Gunn gives the location of the tree where he and Fred are trapped as "near Plummer Park." This is a real park, located at 7377 Santa Monica Blvd, West Hollywood, CA 90046.
6. This is the last time Wesley will see the "real" Cordelia until Angel: You're Welcome (2004), almost two years later. Cordelia will be on vacation for three episodes, where Wesley becomes estranged with Angel Investigations. Wesley remains separated from the team for the rest of the season, with Cordelia becoming a higher being in the season finale. When Cordelia returns from the higher plane, she has amnesia. Then Cordelia becomes possessed by Jasmine before falling into a mystical coma.

Loyalty

1. Angel giving up on romancing Cordelia and concentrating on Connor as an emotional replacement mirrors Buffy in season 5, where she breaks up with Riley and increasingly relies on Dawn as a substitute.
2. This is the first episode of either series to feature Wesley but not Cordelia.
3. Charisma Carpenter does not appear, but is credited. Her character, Cordelia Chase, is said to be on vacation with Groo in Mexico. This is the first episode in which she does not appear.
4. Lilah's hair has returned into its more well-known hairstyle.
5. This is the first episode in which a living regular character does not appear.
6. This is the first episode not to feature any original members of Angel Investigations from the first season with the exception of Angel himself.

Sleep Tight

1. Producer and Co-Creator David Greenwalt wrote the song that Kim sings.
2. On the Season 3 DVD featurette, it is explained that Wesley did not tell anyone about the prophecy for Angel to kill baby Connor because he felt there was nobody to whom he could tell. Angel would not believe such a prophecy and Cordelia was on vacation with Groo. Wesley felt uncomfortable talking with Gunn and Fred (due to their new romance) so he took matters into his own hands.
3. Sahjhan says "have a good summer" before disappearing, as the series went on hiatus for six weeks before airing the next episode.
4. Charisma Carpenter does not appear, but is credited. Her character, Cordelia, is said to be on vacation with Groo in Mexico.

Forgiving

1. This is the first episode that features the "White Room," an inter-dimensional gateway that allows communication with the Senior Partners.

Double or Nothing

1. There's an urban myth that Ben Affleck appears as a diner at around the 26 minute mark but it is not him, the man looks like Ben Affleck but analysis of his forehead and earlobes prove it is not him aside from the unlikely randomness of a Hollywood star appearing as an extra. A second profile glance as Gunn gets up to leave shows the man does not have Affleck's distinctive chin either.
2. Angel tells Cordelia that Connor "was going to be a southpaw for sure." He was wrong.
3. In Angel: Guise Will Be Guise (2000), Gunn, having rarely ventured out of the neighborhood he had sworn to protect from vampires, expressed surprise upon learning of Los Angeles' hidden demon community and its haunts, such as Caritas. However, this episode depicts him, in flashback, visiting precisely such an establishment, Jenoff's casino, long before meeting Angel and company.
4. Only Fred of the Angel Investigations team goes to the hospital to assist Wesley, causing him to lose all his social support. This starts Wesley down a dark path, where he will remain cold, distant, and reserved for the remainder of the series.
5. It is confirmed that Cordy and Groo have sex, Cordelia's first half demon lover.
6. Gunn's demon clients assure him there are no such things as leprechauns. This is a running gag in the Buffyverse: In Buffy the Vampire Slayer: Faith, Hope & Trick (1998), Buffy tells Giles "There are two things I don't believe in: coincidence and leprechauns," and Giles concurs that, as far as he knows, she is correct about the latter. In Angel: Unleashed (2003), Gunn sarcastically asks evil restaurateur Crane if he serves (as food, not as patrons) leprechauns along with werewolves, and Crane disdainfully informs him that leprechauns do not exist.
7. Cordelia and Groo return and discover Wesley's betrayal and Connor's kidnapping.
8. Starting with this episode, Cordelia, who had previously chose to rekindle her romance with Groo over getting together with Angel, shifts her attention from Groo to Angel.

The Price

1. Cordelia recalls the snow in Sunnydale from Buffy the Vampire Slayer: Amends (1998), although she was on vacation at the time. She could have known it by news (shown in "Amends" itself) and even discussed about it with the Scoobies and Angel himself.
2. Cordelia is on her hands and knees scrubbing out the pentacle on the floor and says, "We definitely have ring a round the lobby and it will not rub out." This is a paraphrase of a WISK Commercial from the 1970s.
3. According to the DVD commentary, the kitchen scenes in this episode were shot in the Ambassador Hotel in the kitchen area that Robert F. Kennedy passed through right before he was shot.
4. Cordelia states that Angel is her "priority" in front of Groo, leading to his departure from L.A. at the end of the season.
5. Wesley warns Gunn not to come to him for help again, and the AI team resists calling him accordingly in the following episodes when his expertise would be useful.
6. Cordelia affectionately refers to Groo as a "puppy dog". She referred to a boy she was dating as one in Buffy the Vampire Slayer: The Harvest (1997), though in a negative light.
7. Vincent Kartheiser's name was placed at the end credits to keep his appearance a surprise.
8. Angel officially takes over leadership of Angel Investigations.
9. "Thaumogenesis," the term used for the creation of a new being as a by-product of dark magicks, was first used in Buffy the Vampire Slayer: After Life (2001), when the Scoobies have to deal with the consequence of their resurrection spell. Though not mentioned by name, the concept is also featured in Buffy the Vampire Slayer: Superstar (2000) when Jonathan's augmentation spell creates a demon.
10. After being raised by Holtz for years in the hell dimension Quor-Toth, Connor has returned as a teenager.

A New World

1. WILHELM SCREAM: about 15 minutes in, when Connor throws a knife into someone's wrist.
2. The character Sunny may be a reference to a character by the same name in The Catcher in the Rye. Both girls are poor teenagers who are encountered by adolescent men in times of need (Connor and Holden Caulfield respectively). Both men are dealing with separate existential crises. While Sunny from the novel is a prostitute, Sunny from the episode is a drug-addict.
3. In his cataloging of vampire-slaying methods, Connor forgets holy water.
4. When Sunny brings Connor to the abandoned motel, they enter a room that has "GIO" spray-painted on the wall, a reference to the character Gio from Angel: That Old Gang of Mine (2001).
5. Lilah says that "Wolfram & Hart has the finest library of mystical, occult, and supernatural reference material in the world". This is seen in Angel: Home (2003).
6. Joss Whedon explains his decision to instantly bring Connor to adulthood: "What are you going to do? Have a baby running around? I don't think so...That's the beauty of it being a fantasy show."
7. Connor uses the name Steven, the name Holtz gave him in Angel: Sleep Tight (2002).
8. Vincent Kartheiser and Anthony Starke would both later appear in Mad Men: Time & Life (2015).
9. We find out that Angel chose the name Connor because it's Irish. "Steven. Good name. Not Irish, but..."
10. Vincent Kartheiser's name was placed at the end credits to keep his appearance a surprise.
11. Holtz says that he and Connor were brought back by "forces beyond our control." This implies that the powers may have had a hand in bringing Connor back as a part of the chain of events that lead to Jasmine's birth.
12. When Angel takes a shotgun blast for Connor, it's the first sign that Connor can trust Angel.

Benediction

1. In the nightclub, Lilah refers to vampires as 'undead Americans', echoing Buffy's words in Buffy the Vampire Slayer: When She Was Bad (1997), in which Buffy sarcastically asks Angel if 'vampire' was offensive, and if she should use the term 'undead American'.
2. The possibility of Angel and Connor having a deeper connection/relationship is shown in this episode. But, as seen through the rest of this season and season 4, other people's agendas cause interference.
3. When discussing the fact that Connor is on his own in Los Angeles, Fred says, "Okay, so he survived an unspeakable hell dimension. Who hasn't?" This is a clear reference to her time in Pylea. Among the others of the group, all had spent some time in Pylea, with Groosalugg and Lorne both having been born there and Angel and Gunn having gone to save Cordelia who had been sucked in. Furthermore, Angel had previously spent a century in Acathla's Dimension.
4. Cordelia's relationship with Groosalugg is similar to Buffy's relationship with Riley. In both cases, the man completely loves the woman, but the woman does not quite return the affection. Interestingly, in Buffy's relationship, she cannot commit to Riley because she was not over Angel. In Cordelia's relationship, she cannot commit to Groo because she had unknowingly fallen in love with Angel.
5. When Cordelia sees the modified Geiger counter, she exclaims "Shiny!"-a phrase commonly associated with the Joss Whedon show Firefly (2002).
6. In this episode it is revealed that Connor has extraordinary hearing. Not surprisingly, as his parents are vampires.
7. When Angel arrives at Holtz's motel room door, Holtz asks if he would require an invitation for a place like this and Angel replies "Public accommodation, no." Angel explained the exact same to Gunn when they went to search Darla's motel room in Angel: The Trial (2000) - the same episode in which Holtz is first introduced.

Tomorrow

1. The "action" movie Angel, Connor, Fred, and Gunn see at the Drive-In is actually Courage Under Fire (1996).
2. This is the last appearance of the Groosalug in the series although he returns in the comics. It was rumoured that he would have a cameo in season 5 as one of the male models in Harmony's 'Musclely hunks' calender but it never came to fruition.
3. When Angel finally accepts his love for Cordelia she has dyed her hair blonde just like Buffy and Darla. She previously observed it was always 'some blonde' turning Angel's head.
4. This was the final episode helmed by show runner David Greenwalt.
5. Connor refers to Holtz telling him about the 'white cliffs' of his home, implying that he is from Dover.
6. At the end of this episode the demon (Cordelia) rises up to heaven whilst the Angel sinks down into the darkness.
7. Lilah wonders aloud what it felt like when Justine cut Wesley's throat. In Angel: Calvary (2003), Jasmine stabs her in the neck.
8. Angel suggests that Cordelia help him 'fill in the blanks' when eventually telling Connor about sex. In season four, a possessed Cordelia will graphically do that and more.
9. Connor refers to Angel as the "Prince of Lies" a name also used in Angel: Why We Fight (2004).
10. Wesley and Lilah's sexual relationship begins and will be a significant plot point well into the next season.
11. This episode marks the last time Angel Investigations interacts with the "real" Cordelia before Angel: You're Welcome (2004). When she returns from the higher plane, she has amnesia, then is possessed by Jasmine, before falling into a mystical coma.
12. This episode marks the final appearances of Mark Lutz in the series.