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
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.
Willow: Oh, yeah. I think I've read a translation of that.
Dawn: There's a translation of it?
Dawn: I'm over it.
Willow: No. No, I just, uh... I guess I'm a little scared.
Kennedy: It's probably stupid to ask why, huh? Death, war, apocalypse...
Willow: Me. I-I'm just scared that if we... and then I'll... and then...
Kennedy: And then? Isn't that the good part?
Willow: Good? Yeah, good-good feeling. But also...
Kennedy: Bad stuff? Like unrestrained moaning and screaming with joy?
- 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.