Lindsey and Lilah are the only survivors of the Wine Cellar Massacre. Nobody at the firm wants to associate with them, as evidenced by Lindsey's zero messages. Lilah knows what's up: They are the only survivors of a freaky murder spree, and the firm needs someone to blame. The two bruised co-workers enter Lindsey's office to find the lovely Darla and Dru awaiting their arrival. Darla had a reason for leaving two survivors, as she figures one of them will get the axe (literally), and the other will be promoted; that lucky mortal will be their liaison to the world above.
Angel spies on them at a demon club while they recruit new associates, but concludes that he's still too attached to Darla to defeat her. At Caritas, Cordy is deep in her cups, while Wes and Gunn are not far behind. Cordy has a vision of a girl in an alley being dragged away by a demon. Through their combined power, the threesome track down the demon and overpower it, saving the day.
Around midnight, Drusilla and Darla arrive at the factory, curious to see how many will survive. They enter to find that Angel's arrived ahead of them; all of the demons lie lifeless on the floor. Angel is silent as he drops a lit cigarette on a trail of gasoline leading directly to the two unsuspecting she-vamps. The duo goes up like a Christmas tree, and Angel calmly retrieves his bag and leaves them to burn.
As Darla predicted, Lindsey and Lilah are both in the running to fill Holland's vacant position. Hunt Acrey has come to review their spotty work history; however, there is a bright spot. Their "vicious, destructive" competitive relationship, which keeps them both at their best, has led the Senior Partners to appoint both as joint acting co-vice presidents until the firm deems it necessary to "narrow it down."
Wesley defiantly informs Angel that he and the others will continue the "good fight", even if he won't. "Someone has to fight the war," Angel replies to himself.
- All There in the Script: The script mentions that the W&H executive that meets with Lindsey and Lilah is called Hunt Acrey.
- And His Eyes Open: Back in Holland's wine cellar, bloodied bodies are piled on top of one another, with Lindsey's unceremoniously buried at the very bottom. Is he dead? Of course not. His eyes pop open, and he struggles out from under his former co-workers.
- Arson, Murder, and Admiration: As Lindsey and Lilah listen to Hunt Acrey list their past failures and acts of defiance, they are demonstrably nervous when he turns to the matter of their cutthroat tactics toward each other. Acrey concludes that neither of them is qualified for Holland's position, and their competition with each other has been "vicious, destructive, and...healthy! We think you keep each other on your toes." Suffice to say, Lilah and Lindsey find themselves sharing the job of Executive Vice-President of the Special Projects Division.
- Badass Longcoat: Averted; Angel throws away his heroic Billowy Coat of Pain after killing the vampire gang as a test.
- Battle Discretion Shot: Armed with a duffel bag full of weapons, Angel enters the factory where Darla's aspiring minions have assembled. He opens the door, and a plethora of demons turn around in mute surprise. Brief standoff. The bag o' weapons drops in slow motion. When we cut back to the factory, the demons have all been slaughtered.
- Beware the Nice Ones: Darla and Drusilla are freaked that instead of being reasonable Angel had taken on Angelus levels of viciousness without the head games, making him extremely dangerous.
- Big Bad Wannabes: Darla and Drusilla seem poised to challenge Wolfram & Hart as the main villains of this season. Setting Drusilla on fire immediately sends her packing, soon to be followed by Darla who is again thwarted in "Reprise".
- Big "SHUT UP!": Dru senses that Angel is watching them inside the fight club. "He wants to punish us. He thinks we've been naughty. He remembers when you were warm..." At this, Darla snaps at Dru to shut up.
- Big "YES!": In the midst of a heated argument between Angel's former staff, the Host approaches their table and asks if he can "get you kids another round?"All three: YES!
- Blood-Splattered Innocents: Lindsey, when he wakes up amongst the carnage at Holland's house.
- Bouncer: A burly bouncer demon is guarding the threshold to the fight club.
- Buffy Speak: Wes, Cordelia, and Gunn solemnly part ways in the streets below the Hyperion — only to find that each of them has migrated to Caritas to beg the Host for guidance. Cordy duly notes "the pathetic-ness that is us."
- Burn Baby Burn: The Teaser shows Angel carrying boxes down to the basement furnace. The lid of a box falls off and inside are inside are his portraits of Darla.
- Call-Back: Cordelia reckons that her woes can be traced back to one person: Darla.Cordelia: One thing you can say about Angel, at least he's consistent. It's always some little blonde driving him over the edge.
Cordelia: Ha! That's rich, coming from Mister "I don't take orders — Now where do I stick my axe?"
- Wes returns to his apartment and is putting away his things as he talks to Virginia Bryce. She no longer talks to her father after he tried to sacrifice her to the Goddess Yeska, but she can still afford to house Wesley with her muy grande trust fund. Virginia then fluffs up Wesley's ego by suggesting that Angel fired Wesley out of jealousy: "You had to impersonate him to rescue me, and you were too good an Angel!"
- Cordelia, Gunn, and Wesley are all getting drunk at the bar when they begin blaming each other for what happened with Angel. Gunn, rising diplomatically above the fray, blames the whole mess on Wes and Cordy's endless bickering. At this, Wes and Cordy form ranks and blame Gunn for acting as though he weren't an employee, despite pocketing a paycheck.
- Wesley is also quick to remind Gunn of "a certain Shroud" which got them in trouble.
- Lindsey and Lilah are summoned to a conference room, where a couple of guards and Hunt Acrey await them. Hunt Acrey does the obligatory "we can never replace Holland" bit and then goes over how Lindsey has stolen company files, collaborated with the enemy, and disobeyed orders. Lilah starts to look smug, but then the suit turns his attention to her, noting how she "drove away" Bethany Chaulk, who could have been a powerful assassin for the company.
- "Eyes like needles" is what Drusilla was babbling back in a flashback scene in "Dear Boy"; Angelus was watching the still-human Drusilla at the time.
- Card-Carrying Villain: Shortly before being torched Darla and Drusilla are all for burning LA to the ground, getting off on the idea of killing as many innocent people as they can; emphasis on innocent and upset that Angel should be there with them.
- Ceiling Cling: In the smelly sewers beneath L.A., Angel is crouched in silence above some pipes. A group of vampires stroll into the tunnel, reveling in their night's feed at a fast food restaurant, when Angel quickly pounces on them.
- Cement Shoes: In Lindsey's office, Lilah talks about how she's basically waiting for the other shoe to drop: "One of us is going to die." Lindsey responds that everybody dies, but Lilah points out that "not everyone ends up in a dog food processing plant in San Pedro." Soylent Alpo is people?
- Characterization Marches On: Joss Whedon has said that this was the episode that changed and shaped all the character's personalities for the remainder of the series, basically rewriting them.
- Continuity Nod: In her first scene, Darla's wearing a red dress with a Chinese dragon on it. That must be the closest thing she could find to a kimono.
- As Dru and Darla leave the fight club, Dru licks her nails and complains, "I didn't like that bartender. His eyeballs got stuck to my fingers." This echoes her line in Buffy S2, when Spike asked if she enjoyed her walk. "I met an old man. I didn't like him. He got stuck in my teeth." ("Becoming, Pt. 1")
- Prior to this episode, the only instances of Angel smoking were in the "Innocence" (Buffy S2), when he lost his soul and promptly lit a cigarette, thus proving that he is Truly Evil, and in the flashbacks to when Angel was staying at the Hyperion in 1952 (where everybody smoked). Smoking is used as a symbol for Angel's turn towards the the dark side.
- Curse Cut Short: Merl the demon almost calls Angel a "sick motherfu__" before Angel dunks his head in water.
- Damsel in Distress: Caritas is nearly deserted. Cordelia and the others are slumped over their table. The Host announces he's closing up shop, and Cordy reminds him that he's supposed to give them guidance now. The Host starts folding up his jacket as he says, "I'd love to tell you, sweetie, but when the big guys talk, I shut my yap. And they're about to get real chatty..." He leans over and holds his jacket behind Cordy's head just as she jolts backward with a vision. Big, green demon dragging away a struggling woman. Cordy relays the vision, and they all prepare to ride to the rescue.
- Drowning My Sorrows: Upon being fired, Cordelia, Wesley, and Gunn immediately go to a karaoke bar they know, get incredibly drunk, and sing "We Are The Champions". Badly.Cordelia: [blearily] Vampires, sloth demons...you know what's really, really evil? Tequila.Wesley: I need to be dead now.
- Ear Ache: Dru and Darla wander into the fight club. "The violence without victims," Darla says to the room, "See, that's where you lose me." The girls introduce themselves, and Darla suggests that perhaps their reputation has preceded them. The last fight's victor growls, "I never heard of you before." Behind him, Dru reaches up and rips his ears off.Darla: Now you never will.
- Everything's Better with Cows: Drusilla observes of Lindsey, "He's got cow eyes, big and black. Moooooo." Okay, then.
- Evil Sounds Deep: The Wolfram & Hart examiner. In the script, his name is given as Hunt Acrey.
- Expospeak Gag: Virginia earnestly asks if Wesley can file a grievance with his union. Wesley sighs, "I'm not in a union. I'm a— I don't even know what the name of my job is! Virginia suggests the title of 'Renowned Specialist in Supernatural Aid and Rescue.'
- Fight Clubbing: Merl reports that Dru and Darla are looking to recruit members for their latest crew. They've been visiting all the underground demon fight clubs to scout for talent.
- For the Evulz: Darla seems to have a bone to pick with L.A. in general. On the menu is "fire, conflagation" and reducing the entire city to "ashes."
- Foreshadowing: Angel setting his sketches of Darla on fire.
- Drusilla has a vision of pretty flames, pain and screaming — since Darla had just been griping over how Angel should be helping them "burn this city to the ground" she doesn't take it seriously.
- Upon arrival at the factory, Dru takes a minute to comment on how lovely their new lair is: "Dank and dark; it reeks of death." Darla condescends, "That's motor oil, Dru."
- Good Smoking, Evil Smoking: Angel, descending into Knight Templar territory, smokes a cigarette, which he subsequently tosses to the ground to ignite motor oil and set Drusilla and Darla on fire.
- HA HA HANo: When Darla and Drusilla surprise Lilah and Lindsey, the former two laugh evilly at Lindsey. Lilah starts to join in, but they snap at her to shut up.
- Hidden Wire: As Lindsey is preparing to leave for the night. Lilah appears in his doorway. He asks if something happened. Lilah sadly says, "I can't do it any more." Lilah talks to Lindsey about possibly leaving the firm, taking some files with them as insurance. She scoots in closer to him and says, "I've heard the rumors. We both know that it worked for you once before. You knew just what to take." Lilah moves in to offer a kiss, and Lindsey complies by caressing her neck, but his hand quickly dives into her blouse and pulls out a microphone. Fail!Lindsey: [speaking directly into the mic] But Lilah, I would never steal files from my employer. I'm shocked at the suggestion.
- Hollywood Tone-Deaf: Cordy in particular is horrendously off-key, possibly because she's near tears.The Host: I was very impressed with your musical recitation of pain earlier. And when I say pain, I mean mine. Although props for singing your little hearts out.
- Hurricane of Euphemisms: Outside the gates of the Hyperion, Cordelia turns to her former co-workers and asks what the hell just happened.Wesley: [stunned] I believe we were fired.Gunn: Canned.Wesley: Let go.Gunn: Axed.Wesley: Shown the door.Gunn: Booted.Cordelia: Alright! I get it!
- If I Wanted You Dead...: Lilah and Lindsey enter their office to find Dru and Darla waiting for them. Oh, Crap!.Darla: Sweetpea, if we wanted you dead, you'd have never have made it out of the wine cellar.
- In the Hood: Angel blends in amongst the bar patrons by wearing a hooded sweatshirt (Did he swipe that from Gunn?) and putting on his game face, so everyone will dismiss him a random vampire.
- Inner Monologue / The Narrator / The Voiceless: Angel doesn't speak to anyone in this episode; only to himself for self-reflection.
- Ironic Echo Cut: Cordy sarcastically hopes that Angel is happy now, "all alone in his demon world with no one to talk to." Cut to Merl, hanging upside-down, squealing, "I'LL TALK!!" before getting dunked in a pool of water.
- Jack Bauer Interrogation Technique
- Just Following Orders: Lilah reminds us that Lindsey was the one who reunited Darla and Drusilla, making them culpable in Holland's murder. Lindsey snarls that Holland and the others brought Drusilla to town; Lindsey just did was he was told.
- Kill It with Fire: Angel attempts to kill Darla and Drusilla with a trail of gasoline and a cigar.
- Kill the Ones You Love: After spying on Dru and Darla, Angel lurks in an alley as he de-vamps. "I'm not ready," he intones, revealing that his intention was to kill Darla, but he relented. "I'm too close. Too close to fight her."
- Klingon Promotion: Lilah worries that Darla and Drusilla sparing her and Lindsey's life while slaughtering all of her business rivals could be, shall we say, misconstrued by the higher-ups at Wolfram & Hart.
- Literal-Minded: Caritas. Wesley steps into the frame, orders a Bloody Mary, and, when the bartender asks, clarifies that he doesn't actually want any real blood in it.
- Lock-and-Load Montage
- Lost in a Crowd: Darla announces that she has job opening to a barful of demon brawlers, unaware that an Angel is observing them amongst the crowd. Once Darla's finished with her spiel, Angel silently skulks away, and Dru suddenly perks up and mutters, "Eyes like needles." Darla is testy at the interruption, but Dru says, "He's watching you, my sweet, right now." Darla whirls around starts shoving her way through the huddled demon, but finds no one.
- Mad Oracle: Subverted; Drusilla foresees Angel setting them on fire, but only raves on about how pretty the flames are. When it happens for real, she's not so pleased.
- Make It Look Like an Accident: Lilah whines to Lindsey about how being the Sole Survivors of a massacre at their boss' house will not help her career, particularly the part where they're both killed "in some freak accident."
- Man on Fire: Angel sets Drusilla and Darla on fire; they last long enough to break open a fire hydrant.
- My Card: Darla tells the crowd of demons that "auditions" are being held that night. She reaches into her cleavage and pulls out a business card with the meeting place's address, which she casually drops to the floor.
- Never My Fault: Back at Caritas, Gunn, and Wesley are all getting drunk around a table when they suddenly begin pointing fingers at each other for what happened. Cordy accuses Wesley of being too judgmental, and insists that "this whole Darla thing would have just blown over" if he'd ignored it. Wesley says that contradicts the definition of the word "obsession", and says that Gunn didn't support Angel's "leadership role." Gunn suggests that if Cordelia had more visions, Angel would have been distracted from Darla. Cordy's response is simpler: "Earth to retards! You have an obsession, you pretty much squeeze it into your schedule no matter what!" Wesley asks if she's admitting that Angel is obsessed. Cordy wavers, Wesley calls her a hypocrite, at which point they all start yelling at each other incoherently.
- Never Say That Again: In addition to Darla, Cordelia seems to have added Angel's name to 'Thing We Shall Never Speak of Again'.
"You know, in a perfect world, Angel would be here right now helping me burn this city to the ground. This is his job I'm doing. But where is he? Probably flogging himself in a church somewhere."
- Darla doesn't react well to hearing Angel's name, either — particularly when Drusilla insinuates she's not totally over him.
- No Sympathy:
Lilah: Oh, what's wrong, Lindsey? You bitter because your girlfriend didn't slit my throat?Lindsey: That might be overstating it. More like bummed.
- At Wolfram & Hart, Lindsey is busy berating a secretary about his blacklisting when Lilah pops up with her arm in a cast.
Drusilla: Dead already?? [wags finger] Bad soldiers!
- At long last, Darla and Dru arrive at the demon tournament only to discover Angel's killed them all.
- Oh, Crap!: A wonderfully humorous moment has Drusilla, fresh off a series of her long-winded and insane ramblings, regarding a seriously ticked off Angel who had just killed all ten of the 'elite' warriors that Darla was trying to raise to cause a little havoc. Her reaction? "Shit." And then he lights them both on fire, using the cigarette dangling from his mouth and an as-yet unnoticed trail of gasoline. Darla has another moment when she DOES notice, too late.
- The ScapegoatLindsey: We did nothing wrong.Lilah: I'm sorry, have we met? Because I work for Wolfram and Hart. Responsibility has nothing to do with it. If they are looking for a scapegoat we might as well grow horns and start eating garbage.
- Slave Mooks: Darla tries to dance around the term, announcing that she and Dru are "in the market for some... Well, one doesn't really want to use the term 'muscular slaves'... Actually, one does."
- Slow-Motion Drop: Angel dropping a lit cigarette into a puddle of motor oil.
- Sole Survivor: As police swarm the wine cellar, a counselor talks to Lindsey about his "traumatic experience" and encourages him to see a doctor. Lindsey, elated at being spared by Darla, chuckles, "I'm the only one left." Off camera, some other cops help Lilah wobble to her feet. "Hey, we've got a live one here!" Lindsey turns and, with a wonderful tone of disappointment, groans, "We do?!"
- Spider-Sense: Apparently, The Host can sense precisely when a vision is about to slam Cordelia's brain.
- Sweater Girl: Drusilla and her pink turtleneck.
- Tempting Fate:Darla: In a perfect world, Angel would be right here helping me burn this city to the ground. In a perfect world, there'd be nothing left but ashes.
- This Means War!: Angel's closing line hints that he's gearing up for war with Wolfram & Hart.
- Training Montage: The first act consists of the Angel exercise program: pull-ups, sword practice, and punching bags. A voice-over informs us that he's not yet ready to fight on Wolfram & Hart's level. "But I can get there."
- Vapor Trail: Angel sets Darla and Dru on fire at the end by smoking a cigarette and throwing it in to a trail of gasoline.
- Vertical Kidnapping: Given that Angel isn't there to use his super-sniffing skills, Wesley suggests they track the blood the old fashioned way. Cue an Oh, Crap! moment when they see the victim's blood trail goes directly up the side of the Abandoned Warehouse, and the doors are chained shut.
- Villainous Demotivator: "Winners will have the opportunity to foment mass-destruction. Losers will be gutted and left for dead. (Drops the card on the floor) Have a nice night."
- Weird Trade Union: Virginia tells Wes he should be in a union. "My father always used union conjurers."
- What Happened to the Mouse?: Drusilla remains at large. Buffy the Vampire Slayer reveals that she fled to Sunnydale to try and persuade Spike to reform their 'family unit', but Spike instead seized the opportunity to prove his love for Buffy by offering to stake Drusilla. After her Villain: Exit, Stage Left, we never see Drusilla again except in flashback scenes.
- What Are You: After being set on fire Darla realises the vampire hunting them is neither Angel or Angelus, but something more terrifying — a Knight Templar with Angel's cold dedication and Angelus's amoral cruelty.
- With or Without You: At the Hyperion, Angel is practicing his knife throwing as Wes walks down to his training room and informs the mute Angel that the agency will keep going, with or without him. Wes retorts as he leaves, "Someone has to fight the good fight." Angel never acknowledges Wes, but he misses the mark on his next toss. Angel's thoughts reveal his reply: "Let them fight the 'good fight.' Someone has to fight the war." Angel's next knife throw hits the target dead-center.
- You Have GOT to Be Kidding Me!Virginia: "You got to be kidding me. He fired you? He can't fire you! You're on a mission to protect the innocent. You can't fire someone on a mission. What did he say, exactly?"
Wesley: "You're fired."