James: "You loved someone -- with all your heart."
James: "No you didn't. Because if you had you wouldn't be standing here playing games with me. You wouldn't be able to...because once she died or some bastard killed her, it would have killed everything in you."
A vampire seeks revenge on Angel after his lover is killed. Cordelia tries to discover Angel's feelings about Buffy's death.
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- Aesop Amnesia: Averted; Angel has learned the lessons of the previous season, and so can grieve without going dark or abandoning his friends.
- All Monks Know Kung Fu: In fairness, they did turn out to be energy-sucking demon monks.
- Asshole Victim: The man who tries taking advantage of Darla in Nicaragua.
- Avenging the Villain
- Bad Boss / Man On Fire: James shoves a vampire who ran and left Elizabeth to die into the sunlight.
- Bait and Switch Comment: Cordy tries to get Angel to talk about Buffy, but he remains tight-lipped.
Cordy: "But you have to tell me one thing. You owe me this much. [[[Beat]]] What the hell happened with Holtz?"
- Barrier-Busting Blow: After dodging James in the tunnels, Angel and Cordy hole up in a sealed-off section, realising that they only have to hide out until James dies of his operation. A short time later James comes smashing through some nailed up boards to attack them.
- Bathtub Scene: Seeing Cordy is in pain and distraught over yet another vision, her resident ghost prepares a nice foamy bath and scrubs her back with a loofah. D'aww...
- Blondes Are Evil: "Watch out for the blonde. She's the worst!"
- Broken Bird: Fred has barely come out of her room since arriving from Pylea.
- Call Back: The incident in "The Trial" where Darla fled on Angel's horse, leaving him to Holtz's mercy is mentioned. Cordelia suggests James may have another Ring of Amarra (from "In the Dark").
- Can You Hear Me Now?: Cordelia's phone conversation with Wesley is cut off just as he's going to say how long James can survive after his operation.
- Cat Scare: Cordelia's mobile goes off while they're hiding from James.
- Cliff Hanger: In-story; Angel leaves his friends hanging over how he escaped Holtz.
- Clothing Damage: Cordy's coat gets caught climbing down the ladder into the sewers, presumably so we can be treated to Charisma Carpenter running in a tight top.
- Comically Missing the Point
James: "If you aren't the same man who screwed Darla and couldn't care less what happened to her..."
Angel: "Where did you hear... Oh. You mean back in the day. Right."
- Crusading Widower: Holtz
- Description Cut: Wesley talks of how Angel has taken off to a monastery in Sri Lanka. "He needs some peace and quiet to work through this." Cut to Angel fighting a roomful of demon monks.
- Dissonant Serenity: Angel is taking Buffy's death more calmly than everyone expects.
- Do Not Taunt Cthulhu: Cordelia sticks out her tongue at James after they've apparently dodged him on the subway.
- Eek! A Mouse!
Cordy: "So, whose turn is it to set the traps?"
Wesley / Gunn: (pointing at each other) "His."
Cordy: "You guys amaze me. You'll fight hell-beasts, but you're scared of rats."
Gunn: "Man, I hate rats. With their little beady eyes..."
Wesley: "...and their beady teeth."
Gunn: "And their little tails all woosh, woosh."
- "Is [Holtz] going to follow us to the New World?"
- "These visions are killing me."
- Gunn gets his wish of going to Las Vegas in Season 4.
- Flash Back: To Marseilles, 1767
- Give Me a Stake: Cordelia tosses Angel a stake. James catches it. Oops!
- Genre Savvy: Cordelia refuses to go to her apartment because she knows she'll be attacked there when she's alone and vulnerable.
- Hannibal Lecture: James to Angel
- Heroic BSOD: Inverted; Angel worries that the death of Buffy hasn't devastated him.
- Human Pincushion: Angelus catches a few quarrels escaping from Holtz; being shoved off his horse afterwards doesn't help either.
- Hypocritical Humor
Angelus: Why are people always running off and leaving me? Am I a bad bloke? I don't think so. Not once you get to know me.
- The Fang Gang return from having fought a cult of demon worshippers.
Wesley: "It's sad. The only way some people can find a purpose in life is by becoming obsessed with demons. By the way, Gunn, technically that wasn't a Lu-rite. It was a Mu-rite, a sub-species of the Lu-rite. The male sports a small, tell-tale fin just behind the third shoulder."
Gunn: So glad to know we're not the sad people obsessed with demons.
- After seeing Fred's Room Full of Crazy.
Angel: You don't have to write everything down.
Fred: You're right. I should write that down.
- Improvised Weapon: Angel uses a pair of crutches to pin down James until he dies.
- The Informant: Merle returns, though he prefers to deal with Wesley, who pays him instead of dunking his head in water.
- Ironic Echo
- "I should have gone to Vegas."
- "Life is full of surprises."
- Ironic Echo Cut: Angelus in a flashback moaning that he needs a doctor, to James bursting into the doctor's office.
- Knife Nut: Wesley is enthusiastic about the ornate dagger Angel has given him as a gift.
Wesley: "Sixteenth century! (Unsheathes it) Murshan Dynasty? (Angel nods as a grin spreads across Wes' face) I've always wanted one of these! I didn't think you... (Whips the dagger through the air) Oh, I can't wait to kill something with this! (To Cordy) Any visions brewing?"
- Madness Mantra: Fred writes 'listen' over and over on the wall.
Angel: "Listen, listen, listen... What are you listening for?"
Fred: "The click. When it all comes together and makes sense. There's like a click in your brain and then you understand things again."
Angel: "Oh. What happens if you run out of wall space before you get the click?"
Fred: "I don't know."
- Man Hug: Gunn and Wes make sure their welcome back hug to Angel includes hearty backslapping.
- Meaningful Echo: Angelus says that the James/Elizabeth romance won't last. "I give it a century." The same comment was made by The Master when Darla abandoned her sire to take off with Angelus.
- My Breasts Are Down Here: Angel gives Cordelia a necklace.
Cordelia: Oh my gosh, it's gorgeous! And look how it bring out my breasts!
(Wes, Gunn, and Angel glance around awkwardly)
Cordelia: You know you were all thinkin' it.
- Nigh Invulnerability / Power At a Price: The demon doctor makes James unable to be killed by sunlight or staking, but he'll die anyway in six hours.
- Nightmare Fetishist: Gunn calls Wesley on his obsessive interest in demons, but Wesley points out that it's necessary in their line of work. Also Darla and Angelus.
Elisabeth: "You know neither poetry nor love, Angelus."
Darla: "He knows other things. Marvelously vile and ripping things. Didn't we eat a poet in Madrid?"
- Never Say That Again: The 'B' word. They are after all on a different network.
- Not So Dire: Angel tells Cordelia that they appear to have escaped James, when the tunnel suddenly starts to shake. Cordy immediately jumps into Angel's arms crying "Earthquake!" It's only a subway train passing.
- Outlaw Couple: Vampire couple Elizabeth and James.
- Post-Rape Taunt: Angelus re what he and Darla did to Holtz's family.
"Your wife, she kept repeating on us. Of course, you know, I repeated on her a few times myself."
- The Power of Love: James and Elizabeth's love is stronger than Darla/Angelus, but James is unable to move past her death whereas Angel's love for his friends enable him to deal with Buffy's demise.
- Promotion to Opening Titles: Amy Acker as Winifred Burkle.
- Room Full of Crazy: A literal version this time, with Fred writing all over the walls of her room in the Hyperion.
- Sadistic Choice: Elizabeth offers a Dude in Distress a choice -- he can die or his girlfriend can die. The terrified man blurts out for her to spare his life. Fortunately Angel intervenes in time to save both.
- Security Cling: Cordy to Angel.
- Ship Tease: The growing connection between Angel and Cordelia is subtle yet obvious. Also the scene where Phantom Dennis prepares a bath for Cordelia implies that the ghost has also fallen for her -- lampshaded in "Waiting in the Wings" where Cordelia says "The best action I can get is an invisible ghost who's good with the Loohfah."
- Super Window Jump: James jumps through a subway car's window.
- Tempting Fate: Angel tells Fred she can come out of her room and explore the hotel. "You're safe here." Cue horrible scream from Cordelia downstairs (she's having a vision). Later Fred ventures out right when Angel is fighting James, only for Angel to yell at her to go back to her room.
Angel: "We talked over what happened and I think [Fred] will be coming out of her room any decade now."
Gunn: "Who has time for love when you're out there doing it with the demons? (Wes glances in his direction) Didn't that come out sad and wrong? I need to get out more."
Holtz: There are worse things than death, Angelus. I can keep you alive for months; years if I have a mind to.
- Too Kinky to Torture: Darla apparently enjoyed the punishment Angelus dished out for leaving him in the lurch.
- Unusually Uninteresting Sight: Darla vamps out and kills the man she's talking to -- the other clientele in the bar just look, then go back to what they were doing.
- Victoria's Secret Compartment: Darla tucks the address of the shaman in her top.
- Wham! Episode: Darla is pregnant, which for an undead vampire should be impossible.
- White Shirt of Death: Angel in the monastery.
- Why Don't You Just Shoot Him?: Holtz has Angelus outnumbered and at crossbow-point, but doesn't kill him because he wants Darla as well and Angelus isn't loyal enough to protect her.
- You Know What They Say: Darla vamps out and kills the man who tries to abuse her.
Darla: Well, you know what they say... life's full of surprises. [Stands up showing she's pregnant.
Doctor: "Now, James, (lifts a scalpel) this shouldn't hurt (starts to slice into James chest) too much."
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