Faith and the Potentials search underground for a weapon, whilst Buffy confronts Caleb at the vineyard.



(created by), (as Rebecca Rand Kirshner) | 2 more credits »

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Episode cast overview, first billed only:
Rupert Giles (as Anthony Stewart Head)
Principal Robin Wood (as DB Woodside)


Having been ousted as leader of the Potentials, Buffy seeks refuge in an abandoned house as nearly all of Sunnydale has evacuated the town. Spike and Andrew return from their trip and having learned what happened while they were away, Spike has a physical fist-fight with Faith, and relays the news about a mystical weapon that Caleb is searching for at the Sunnydale vineyard. Meanwhile, Faith leads the potentials to capture a Bringer to interrogate it to learn more about Caleb's plans. The First, in the form of Mayor Wilkins, pays a visit to Faith to further sow seeds of anxiety in her, while Principal Wood tries to install confidence. Elsewhere, Willow and Kennedy consummate their romance as everyone else ponders their survival. Eventually, Faith leads the potentials in an offense against the Bringers armory while Buffy confronts Caleb alone at the vineyard. Written by Anonymous

Plot Summary | Plot Synopsis


TV-14 | See all certifications »





Release Date:

6 May 2003 (USA)  »

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Technical Specs


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Aspect Ratio:

1.33 : 1
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Did You Know?


The sex scene between Willow and Kennedy is the first lesbian sex scene ever on network TV, as noted by "After Ellen" network site. See more »


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. See more »


Spike: A hundred plus years. And there's only one thing I've ever been sure of: you.
[reaches up to touch her face]
Spike: . Hey, look at me. I'm not asking you for anything. When I say I love you, it's not because I want you, or because I can't have you. And it has nothing to do with me. I love what you are. What you do. How you try. I've seen your kindness and your strength. I've seen the best and the worst of you. And I understand with perfect clarity exactly what you are: you're a hell of a woman. You're ...
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Buffy the Vampire Slayer Theme
Written by Nerf Herder
Performed by Brandon K. Verrett
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User Reviews

"Meet the new boss...same as the old boss" (but different)
13 August 2010 | by (United States) – See all my reviews

Buffy starts off in her usual tyrannical manner, only this time the Scoobies and the Potentials aren't receptive. One thing leads to another and she's basically voted out of the top dog Slayer role, replaced by Faith. Later on Spike and Andrew return and Spike is not pleased with the turn of events. He and Faith mix it up, then he storms out of the house in search of Buffy -- who has basically commandeered some guy's house and kicked him out.

Andrew continues to royally annoy.

The Mayor/The First shows up and tells Faith that Buffy can't be trusted.

The tortured Spike/Buffy dyad is in full force in this episode. "You're a hell of a woman". "Would you just hold me?" Buffy and Spike share a tender moment. Big whoop.

Robin and Faith bump uglies.

Gratuitous lesbian sex scene with Willow and Kennedy.

And you think Anya is going to let all those pheromones go by unnoticed? (You better believe she's got Xander's one good eye lookin up at her!)

Great song by Heather Nova - "It's Only Love".

The morning after...Buffy confronts Caleb and has suddenly developed Neo/Matrix-like agility. Armed with swords and flashlights, Faith leads the group into a tunnel and discovers a caches of weapons, a battle with the Bringers ensues, and the good guys prevail. Meanwhile, Buffy outfoxes Caleb and discovers a secret cave and a secret weapon lodged in a large rock. Kennedy discovers a doorway to a flight of basement stairs and everyone goes down the stairs. There's a box that's locked. Faith kicks off the box and discovers a huge bomb that starts ticking...Cliffhanger ending.

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