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…
Faith: No, it just talked to me. What, it does a heel thing, too?
Principal Robin Wood: Um, it's a - it's a phrase. Your weak spot.
Faith: Oh. The school thing. I was kinda absent that decade.
Buffy Summers: You know, you really should watch your language. Someone didn't know you, they might think you were a woman-hating jerk.
Spike: He's a breath of fresh air, innit he? Thank God I don't breathe.
- 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.
- 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?
- The sex scene between Willow and Kennedy is the first lesbian sex scene ever on network TV, as noted by "After Ellen" network site.