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…
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?
Willow: Oh, yeah. I think I've read a translation of that.
Dawn: There's a translation of it?
Dawn: I'm over it.
- 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): 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.