Buffy: Faith told me to play on his human weakness.
Willow: Faith told you? Was that before or after you put her in a coma?
Buffy: After.
Willow: Oh.

Buffy: [Watching the mayor’s speech] My God! He's gonna do the entire speech!
Willow: Man, just ascend already.
Buffy: Evil.

Willow: So, that's it?
Buffy: That's it. Assuming we survive this Ascension thing, he's gonna leave town.
Willow: Well, he's a fool. He's just a big, dumb, jerk person. If you ask me. And he's a super, maxi-jerk for doing it right before the prom.
Buffy: That's not his fault. He's 243 years old. He doesn't exactly get the prom.
Willow: But, he should. If he...
Buffy: Wil, it's okay. You don't have to make him the bad guy.
Willow: But, that's the best friend's job. Vilifying and grousing.
Buffy: Usually, yeah. But he's right. I mean, I think, maybe in the long run, that he's right.
Willow: Yeah. I think he is. I mean, I tried to hope for the best, but... I'm sorry. Must be horrible.
Buffy: I think horrible is still coming. Right now, it's worse. Right now, I'm just trying to keep from dying.
Willow: Oh, Buffy.
Buffy: I can't breathe, Wil. I feel like I can't breathe.

Willow: Faith, wait. I wanna talk to you.
Faith: Oh yeah? Give me the speech again, please. "Faith, we're still your friends. We can help you. It's not too late."
Willow: It's way too late. You know, it didn't have to be this way. But you made your choice. I know you had a tough life. I know that some people think you had a lot of bad breaks. Well, boo hoo. Poor you. You know, you had a lot more in your life than-than some people. I mean, you had friends like Buffy. Now you have no one. Y were a Slayer and now you're nothing. You're just a big selfish, worthless waste.
[Faith punches Willow]
Faith: You hurt me, I hurt you. I'm just a little more efficient.
Willow: Aw, and here I just thought you didn't have a comeback.

The other night, y'know being captured and all, facing off with Faith... Things just kinda got clear. I mean, you've been fighting evil here for three years and I've helped some. And now we're supposed to decide what we want to do with our lives. And I just realized that's what I want to do. Fight evil, help people. I mean, I think it's worth doing. And I don't think you do it because you have to. It's a good fight, Buffy, and I want in.

Willow

Giles: You actually had your hands on the Books of Ascension?
Willow: Volumes 1 through 5.
Giles: Is there anything that you can remember about them that could be of use to us, anything at all?
Willow: Well, I was in a hurry. Ad, what I did read was kinda involved. If you ask me, way overwritten.
Rupert Giles: Oh.
Willow: Actually, there were a few pages that were kind of interesting, but I didn't have a chance to read them fully.
[Giles looks away]
Willow: [Willow reaches into her pocket and reveals several pages] See what you can make of them?
[Giles takes the papers happily and walks away]

Buffy: I'm suddenly gonna grow this demon part, and we don't even know what it is. It could be claws or scales...
[Willow's eyes widen]
Buffy: What?
Willow: Was it a boy demon?

Buffy: I went to Angel's last night, and Faith was there. They looked sort of...intimate.
Willow: No way. I know what you're thinking, and no way.
Buffy: You're right. Faith would never do that.
Willow: Faith would totally do that. Faith was built to do that. She's the "do that" girl.
Buffy: Comfort, remember? Comfort here.
Willow: I mean, please. Does Angel come up to Faith's standards for a guy? Let's see...is he breathing?
Buffy: Actually, no.

Xander: Willow, did you remember to tape "Biography" last Friday?
Willow: Uh-huh.
Buffy: See? I told you. Old Reliable.
Willow: Oh, thanks.
Buffy: What?
Willow: Old Reliable? Yeah, great, there's a sexy nickname.
Buffy: Well, I didn't mean it as...
Willow: No, it's fine. I'm Old Reliable.
Xander: She just means, you know, the geyser. You're like a geyser of fun that goes off at regular intervals.
Willow: That's Old Faithful.
Xander: Isn't that the dog that-that the guy had to shoot...
Willow: That's Old Yeller!
Buffy: Xander, I beg you not to help me.

Giles: It's extraordinary.
Willow: It's horrible. That's me as a vampire? I'm so evil, and skanky... and I think I'm kinda gay.
Buffy: Willow, just remember, a vampire's personality has nothing to do with the person it was.
Angel: Well, actually...
[Willow and Buffy look at him]
Angel: That's a good point.

Willow: It's really nice that you guys missed me. Say, you all didn't happen to do a bunch of drugs, did yah?
Xander: Will, we saw you at The Bronze. A vampire.
Willow: I'm not a vampire.
Buffy: You are. I mean you were. Giles, planning on jumping in with an explanation any time soon?
Giles: Well, uh... something... something, um, very strange is happening.
Xander: Can you believe the Watcher's Council let this guy go?

Willow: And if it opens?
Buffy: Do you remember the demon that almost got out the night I died?
Willow: Every nightmare I have that doesn't revolve around academic failure or public nudity is about that thing. In fact, once I dreamt that it attacked me while I was late for a test and naked.
Buffy: Well, it'll be the first to come out.