First Aired: May. 06, 2003 on UPN
Summary: With Buffy no longer in charge, Faith leads the potentials into the sewers in search of weapons, but they are attacked by an army of vampires and discover a ticking bomb. Meanwhile, after Spike lifts Buffy's spirts, she goes to the Vinyard to face Caleb, and discovers a new weapon- a…
Buffy Summers: No.
Spike: You mean no as in "eventually"?
Buffy Summers: You really have problems with that word, don't you?
Spike: You can get them back!
Buffy Summers: Can? Maybe. Should? I'm just so tired.
Spike: They need you!
Buffy Summers: Well, I...
Spike: It's bloody chaos over there without you!
Buffy Summers: It is?
Spike: Yeah! Yeah. It's uh - there's junk. You know, food cartons. Sleeping bags not rolled up. Everyone's very scared and, uh, unkempt.
Buffy Summers: Sounds dire.
Spike: I didn't see a lot. I came, hit Faith a bunch of times, and left.
Buffy Summers: Really? I mean, not that I'm glad, but...
Spike: Oh, you say the word and she's a footnote in history. I'll make it look like a painful accident.
Buffy Summers: That's my problem. I say the word, some girl dies. Every time.
Buffy Summers: You know, you really should watch your language. Someone didn't know you, they might think you were a woman-hating jerk.
Buffy Summers: [through tears] I don't want to be the one.
Spike: I don't want to be this good-looking and athletic. We all have crosses to bear.
- Goof (miscellaneous): At 18:18, a shadow is seen moving in the hallway at the top of the stairs, but Faith and The First are alone for several minutes. Possibly DB Woodside waiting to enter the room later in the scene?
- Goof (continuity error): In the previous episode, Empty Places, Kennedy had a cut across her nose and two more between her eyebrows in the last scene. In the first scene of this episode, which takes place a few minutes later, the cuts are completely gone.
- Goof (continuity error): This episode takes up exactly where the previous one (Empty Places) left off. Anya now has curly hair, but she had straight hair at the end of Empty Places.
- The sex scene between Willow and Kennedy is the first lesbian sex scene ever on network TV, as noted by "After Ellen" network site.