Holtz: [voiceover] Dearest Stephen, this is a most difficult letter for me to write. You mean more to me than anything in this world or any other. But your best interests must come first, which is why by the time you receive this, I will be gone. I hope one day you will be able to forgive an old man's weakness, which compels him to say these things in a letter. But to attempt a good-bye in your presence would be impossible for me. I fear I would never let you go. And I must let you go. I know that if I didn't you would only end up hating me. And that I could not bear. Your destiny lies with Angel. I know that now. You will have a better life with him. I'm comforted by that certainty and the knowledge that with him you will discover your true purpose and come to know who it is you are meant to be. My only prayer is that I have prepared you well enough for whatever lies ahead. I trust that I have. Be brave. Lovingly, your father.

Holtz: Angelus is in his nature. The beast will re-emerge, you've seen it, you know it and that is why you are here. You're afraid he is going to kill the child.. and you're right.
Wesley: Your infiltration was more succesful than I'd realised.
Holtz: I don't need prophecies to tell me what he's playing. So long as the child remains with the demon, it's not safe.
Wesley: Well I must have misunderstood. Here I thought it was a simple blood vendetta when what you really want is to protect Angel's son.
Holtz: You don't believe me?
Wesley: Hmmm, not sure really. It could be the low scary voice that's giving me trouble.

Hunt: [To Lilah and Lindsey] Sit down. I suppose you know why you're here. The Senior Partners have decided that this should be a time of grief and reflection. We will never be able to replace Holland Manners. He was a man of extraordinary talents. The bottom line is this leaves us with an opening in our roster. We need an executive vice-president of Special Projects. Mr. McDonald, your conduct with this firm had proved spotty at best. You've stolen files, co-operated with our enemy, disobeyed orders time and again. Mrs. Morgan...when you drove away the telekinetic Bethany Chaulk, you lost for us a powerful potential assassin. Not to mention the fact that both of you have been extremely negligent about informing us of visits form certain ladies who, lest we forget, ate the majority of our contracts department. The truth is that neither one of you are particularly qualified to run the special projects division. As for your relationship to one another: your competition has been vicious, destructive and...healthy. We think you keep each other on your toes. Which is why we have decided to appoint you both as joint acting co-vice-presidents until such time as we see fit to...narrow it down. Congratulations. This is a big step. The Senior Partners will be watching you.

Illyria: [To Connor] Your body warms. [to Angel] This one is lusting after me.
Connor: Oh... no, I--I-- [looks down, chuckling embarrassed] It's just that...it's the outfit. [whispers to Angel] I guess I've always had a thing for older women.
Angel: [under his breath] They were supposed to fix that.
Connor: What?

Illyria: Do you know what you were when I was young? You were the muck at our feet! We called you the ooze that eats itself. You were pretty at night, you sparkled and you stank! You still stink of it!
Angel: Will you just shut up for once!
Illyria: What!?
Angel: My God, the speechifying! Has it ever occurred to you that right now might not be the best time for when-we-were-muck stories!

Illyria: I walked worlds of smoke and half-truths, intangible. Worlds of torment and of unnamable beauty. Opaline towers as high as small moons. Glaciers that rippled with insensate lust... And one world with nothing but shrimp... I tired of that one quickly.

Illyria: I've grown wary of this world since my powers were depleted. Strange... though I've been made more human, this place remains disconcerting.
Spike: Yeah, well, I'm afraid that never goes away. Anyhow, I thought Wesley was giving you a primer on all things human.
Illyria: He and I are no longer having intercourse.
Spike: Yeah, I... you what? What?
Illyria: He has ceased communication with me.
Spike: Oh! Oh. Communi--
Illyria: My recent reversion to the Burkle persona disturbed him. And he will not tell me why.
Spike: You don't know? You may not think you're as powerful as you were, Highness, but looking like Fred, for some of us... it's the most devastating power you have.

Illyria: If you wanna win a war, you must serve no master but your ambition.

Illyria: This shell...you had affection for it. For Fred.
Spike: Tons. Loved the bird.
Illyria: Yet you strike at her form without sentiment.
Spike: You ain't her. I can see it. Lord knows I can smell it. And I got no problem hittin' it.

Illyria: We cling to what is gone. Is there anything in this life but grief?
Wesley: There's love. There's hope - for some. There's hope that you'll find something worthy. That your life will lead you to some joy. That after everything, you can still be surprised.
Illyria:Is that enough? Is that enough to live for?

Illyria: When the world met me, it shuddered, groaned. It knelt at my feet.
Spike: "Dear Penthouse, I don't normally write letters like this, but--"
Illyria: [punches him in the face] Illyria was all they needed to know.
Spike: Then came the Internet.

Illyria: You break so easily. Why do you bother getting back up?
Spike: Right. We need to set some ground rules. First off... no more punching me in the face. Secondly, when I punch you in the face, you tell me how you feel so I can write that down on my clipboard. Third... no touching my clipboard. Fourth...
Illyria: I enjoy hurting you.
Spike: Well, we're gonna have to fix that, 'cause...
[Illyria kicks Spike in the face. Spike punches her. Illyria punches him across the room]
Wesley: How goes it?
Illyria: I've been hitting the half-breed. He makes noise.
Spike: We're off to a bit of a rough start, but don't worry. I'll break her.
Wesley: She's not a horse, Spike. You know, this room is equipped with automated training devices. You don't have to test her by just... allowing her to pummel you.
Spike: We're working on the basics. But don't worry--I'm writing it all down.
Wesley: Ok. Fine.
Illyria: You reek of frustration. Curls off of you like smoke.
Spike: Actually, love, we call that scotch. 12-year Lagavulin, if I'm not mistaken. Good choice.
Wesley: It's nothing. I'm just, uh... I had a... slight disagreement with Angel.
Spike: Oh, old broody-pants got you wound up, eh? Keep in mind, he can't get laid without maybe going crazy. Makes it funny.
Illyria: In my time, a leader would punish your insolence with death.
Wesley: We're not being insolent, Illyria.
Spike: I am.

Illyria: You'll have proof soon enough. A corrupted ruler on such a path sees treachery and betrayal all around him. He cannot suffer intimates and will eventually turn against them.
Spike: Guess I don't have to worry about that, 'cause Angel and me have never been intimate. Except that one...

Ilona Costa Bianchi: And you, what an honor! The great Angelus.
Angel: Actually, it's just Angel.
Ilona Costa Bianchi: Ah, yes, of course. The Gypsies, they gave you your soul. The Gypsies are filthy people. [spits] And we shall speak of them no more.

Izzy: You know the Fells. All they can talk about is the baby. The baby's doing this now. The baby's doing that. What a wonderful ritual sacrifice he'll make. Yak, yak, yak.