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…
Main Characters in this Episode
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.