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…
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Spike: He's a breath of fresh air, innit he? Thank God I don't breathe.
Xander Harris: Well, uh, we all decided.
Spike: Oh yeah, YOU all decided. You sad, sad, ungrateful traitors! Who do you think you are?
Willow: We're her friends, we just wanted...
Spike: Oh, that's ballsy of you! You're her friends, and you treat her like this.
Giles: You don't understand.
Spike: Oh, I think I do... Rupert. You used to be the big man, didn't you. The teacher, all full of wisdom. Now, she's surpassed you, and you can't handle it! She has saved your lives again and again. She has died for you, and this is how you thank her?
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.
- 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 (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.
- The sex scene between Willow and Kennedy is the first lesbian sex scene ever on network TV, as noted by "After Ellen" network site.