- Angel: [to Fred] You may not know this, Fred, but certain friends and coworkers have been known to accuse me of being the quiet, stay at home, sulky one.
- Cordelia Chase: [about Fred] She's got the big puppy love. I mean, who wouldn't? You're handsome, and brave, and heroic, emotionally stunted, erratic, prone to turning evil and, lets face it, a eunuch.
- Angel: Hey, how can you... I'm not a eunuch.
- Cordelia Chase: Angel, it's just a figure of speech.
- Angel: Find a better one.
- Angel: [as Marcus] A talk with Fred?
- Cordelia Chase: Yes! Just keep it simple. One: you're not like other men. Two: there's no room in the workplace for romance.
- Angel: Romance with Fred. So I'm a...
- [Looks down at his clothes]
- Angel: Obviously.
- Angel: [as Marcus] Hey. How're you doing?
- Wesley Wyndam-Pryce: Alright. Well... you?
- Angel: [as Marcus] So, we gotta talk. The thing is, I've got nothing against you personally. It's just...
- [Wes looks at him]
- Angel: ...Oh, this is gonna be harder than I-I thought. I just don't know how to spit this out.
- Wesley Wyndam-Pryce: Angel. Whatever it is, you know I'm here for you.
- [Wes goes to touch Angel's knee]
- Angel: [as Marcus gets out of the chair before Wesley touches him] Yeah. That may be the problem. I mean, whatever we... had... whatever we... did. I just think that we should keep that... behind us. Start from scratch. You know, two men working side by side. But, you know, none of that funny stuff.
- [Wesley looks at Angel oddly]
- Angel: Shake on that?
- Wesley Wyndam-Pryce: I guess.
- [Wesley takes Angel's hand, who gives it a hearty shake, then pulls Wesley into a hug.]
- Angel: [as Marcus] Hey, all right. Gimme a hug.
- Cordelia Chase: Wesley, food's here.
- Wesley Wyndam-Pryce: Okay.
- Angel: [as Marcus] Wesley?
- Wesley Wyndam-Pryce: Yes?
- Angel: [as Marcus] Do you know where Fred is?
- Wesley Wyndam-Pryce: Um up in her room I'd expect.
- Angel: [as Marcus] Her room. Right. Somebody say something about food? I could eat a horse.
- Wesley Wyndam-Pryce: [finding out where Angel as Marcus had sex] I don't believe it, on my desk?
- Charles Gunn: Well, it did used to be his. Maybe he was just kind of... reclaiming it?
- Wesley Wyndam-Pryce: How? By marking it? This isn't like him.
- Cordelia Chase: What? This is totally like him. Doing the mystery dance with some cheap blonde.
- Winifred 'Fred' Burkle: Brunette, she was a cheap brunette.
- Cordelia Chase: You're right, this isn't like him.
- Marcus Rosco: You! You don't deserve that body!
- Angel: Funny. I was gonna say the same thing to you. I'll tell you why you have a weak heart, Marcus. You never use it.
- [last lines]
- Winifred 'Fred' Burkle: It's like something out of Fitzgerald, - the man who can have everything but love. Well, maybe in some ways you're better off. Love is... well in a way it's everything. But it's also heartache and disappointment. And those are good things to avoid.
- Cordelia Chase: Angel, Willow's on the phone... She's alive! Buffy's alive!
- [Angel jumps up and runs after Cordelia into the hotel]
- Winifred 'Fred' Burkle: Buffy?
- Winifred 'Fred' Burkle: Nothing. Just taking a little stroll and...
- [looks at open magazine]
- Winifred 'Fred' Burkle: Why do girls wanna look like that? I spent years in a cave starving. What's their excuse?
- Cordelia Chase: Fashion.
- [first lines]
- Charles Gunn: Hey, Fred.
- Winifred 'Fred' Burkle: Sorry, did I startle you guys?
- Wesley Wyndam-Pryce: No.
- Cordelia Chase: Only in the sense of shocking and jolting us. What's up?
- Marcus Rosco: [as Angel - to Marcus in Angel's body] You may have the attitude, and you may have the power. But... there's one thing you don't have and never will: friends. Four of 'em, standin' behind you with big, heavy things.
- Winifred 'Fred' Burkle: [about her "date" with Angel] And even though he didn't talk a lot, it was still okay. It was comfortable. It wasn't that awkward kind of quiet. You know that awkward kind of quiet?
- [there is a moment of silence]
- Wesley Wyndam-Pryce: No, that's never happened to me.
- [repeated line]
- Angel: [as Marcus to every woman in the episode] Have I ever told you, you're a very beautiful woman?
- Cordelia Chase: I'll interview the hookers. Are there any men who aren't just dogs?
- Angel: [as Marcus] Not very many, I'm afraid.
- [to Wesley]
- Angel: You know a woman is more than a piece of meat. I'm sorry. That's just how I feel.
- Angel: [as Marcus] Now, what can I do for you?
- Lilah Morgan: Don't go all night stalker on me. I'm here to do you a favor.
- Angel: [as Marcus] Now what did I do with the darn case file...?
- Cordelia Chase: [quietly] You gave it to me yesterday.
- Angel: [as Marcus] Ha, must be getting old.
- Cordelia Chase: [after watching Angel eat a burrito] Um... why are you eating?
- Angel: [as Marcus] 'Cause I'm hungry.
- Lilah Morgan: [to Angel as Marcus after he bites her] I don't know what sort of sick game this is, Angel. But I hope you enjoyed it, because you're never getting this close to me again.
- Winifred 'Fred' Burkle: Can you imagine shelling out all that money for a snazzy suite then kerplop - you're a big bag of mush bones? I guess it wouldn't be good wherever that happened?
- Cordelia Chase: If Julia Roberts ever makes a realistic movie about being an escort; I think it should be called "Pretty Skanky Woman".