[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/screenshot_20190219_065040_video_player.jpg]]
[[caption-width-right:350:''"You're the one who sees everything, aren't you? Well, let's see what we can't do about that."'']]

->''"You're protecting vampires? Are you the bad Slayer now? ... Am I the good Slayer now?"''
-->--'''Faith Lehane'''

Directed by Creator/MichaelGershman

Written by Creator/DrewGoddard, Creator/RebeccaKirshner, & Creator/DrewZGreenberg

A young Potential, Shannon, is chased through the woods by Harbingers of Death. She accepts the assistance of a stranger driving a truck and is horrified to discover that she has fallen into a trap. The man, Caleb, terrifies her and burns his mark into her neck. He gives her a message for the Slayer, stabs her in the stomach, and forces her out of the car. Faith and Willow find the girl on their way back to Sunnydale and take her to the hospital.

At his apartment, Xander's erotic dream about a pair of teenage Potentials, Colleen and Caridad, is cut short when Rona wakes him up to fix the toilet. At the hospital, Faith asks Willow why the Scooby Gang failed to warn her about the threat of the Bringers, informing Willow that she had been attacked in prison. Faith leaves the hospital in search of Buffy, despite Willow's protestations that Faith should not approach Buffy alone. Faith witnesses Spike chasing a girl through a cemetery. Mistakenly believing that Spike has reverted to his old habits, Faith ignores his attempts to explain and attacks him. Buffy arrives to clear up the confusion, and the girl that Spike had been chasing, now in her vampire form, attacks Faith, who (borrowing a stake from Buffy) quickly slays her. Back at the house, Faith encounters a cold reception from both Dawn and Giles, and Spike explains that the tension is not all because of her. Meanwhile, the First Evil reveals Buffy's form to Caleb.

Andrew tries to bring the Potentials up to speed on Faith's history. While they are quick to point out that Faith had killed a vulcanologist, not a Vulcan, they watch Faith exercising in the back yard with fascination and curiosity. At the school, Buffy and Robin Wood revisit their previous discussion about Spike, and they agree that their alliance against The First Evil is more important than personal agendas. Robin fires her from her school job, emphasizing the need for her to focus on the mission.

In the Summers' home, Faith sneaks down into the basement for a cigarette and a moment away from the "wannabees" who, in her opinion, have had entirely too much coffee. Faith finds Spike in the basement, and they discuss their common dangerous pasts, as well as various sexual proclivities. Faith reminds him of their previous conversation, which had occurred when she was in Buffy's body. Spike acknowledges that she had made quite an impression at the time. He informs Faith of his relationship with Buffy, which greatly surprises her. Buffy comes downstairs and becomes visibly jealous to find them lounging on Spike's bed.

When told that Shannon has come to from her injuries, Buffy quickly leaves for the hospital. Shannon relates her experiences with Caleb. She tells Buffy of Caleb's message: He has something of Buffy's. Later at the house, Buffy tries to motivate the terrified Potentials to accompany her when she attacks Caleb (who, meanwhile, is re-enacting scenes of his past murders with the First Evil). Buffy, alone, is confident in her plan; Giles, Spike, her friends, and the Potentials all question her decision. Buffy and Faith, on a recon mission, follow a Bringer through the woods. They discuss Faith's intentions and her recent experiences with Angel before locating Caleb's stronghold in the old winery Shadow Valley Vineyards.

At the Summers' home, Xander directs the Potentials on the methods of attacking in battle. When Rona criticizes Buffy's intentions, Xander strongly defends his friend. Leaving Willow and Giles to stay behind to protect the more inexperienced girls, Buffy leads Spike, Faith, Xander, and the more experienced Potentials (including Kennedy, Molly, Rona, Chao-Ahn, Amanda, Dianne, and several others) to the Vineyard. They divide into two groups: An assault team and a back-up team. After an initial clash with the Bringers, Caleb appears and the entire attack quickly turns into a disaster. He has super-strength, quickly knocking aside Buffy and Spike, and breaking Rona's arm. Xander and Faith arrive with the back-up team, but Faith is soon knocked unconscious. Caleb kills Dianne and Molly, and an enraged Buffy is ready to fight on until Spike tells her they need to leave now. Xander starts to yell that everyone needs to get out, but is then attacked himself by Caleb, who gouges out Xander's eye with his thumb. Spike tackles Caleb, giving them enough time to get Xander and leave the vineyard.

Alone and distraught, Buffy leaves the injured girls and walks through the empty streets as Caleb tells the First, in Buffy's form, that their victory is imminent.
----
!!Tropes Are:
* AttackHello: Buffy greets her 'ole Slayer pal by punching her in the face.
-->"[[BlatantLies Sorry Faith, didn't know it was you.]]"
* BaitAndSwitch: Lampshaded by Spike re Caleb setting a trap for them, Angelus style.
** Caleb is apparently being [[SexyPriest chatted up by a member of his congregation]]. He kills her instead of having sex with her. Then the 'victim' turns out to be the First.
* BeautyIsNeverTarnished: Despite the rather brutal beating he got from Spike in the previous episode, Robin's face is fine, with just two small butterfly bandages on his right eyebrow.
* BlatantLies: Buffy punches Faith in the face and claims rather insincerely that she didn't know it was her.
* BirdsOfAFeather: Spike and Faith. Over a cigarette they have a rather deep conversation, as they had both gone evil and are trying to reform, and trying to figure out just where they're at with Buffy. Between Faith talking about dressing as a schoolgirl and using a bullwhip on a guy (Spike says she can do better than that, and Faith scoffs at the whole dressing up gig) and a really vivid comment Faith made to Spike ([[GrandTheftMe as Buffy]]) it leads into WillTheyOrWontThey territory. Long incarceration.
** Averted with Series/{{Angel}}, whom Spike vigorously denies being anything like.
* BuffySpeak: Spike is all repent-y.
* CainAndAbel: Discussed. Caleb refers to Faith as "The Cain to [Buffy's] Abel. No offense meant to Cain of course."
* CallBack:
** Faith borrowing Buffy's stake to dust a vampire happened when they first met in "[[Recap/BuffyTheVampireSlayerS3E3FaithHopeAndTrick Faith, Hope and Trick]]". Also "Dirty Girls" to the episode "Bad Girls" where the rift between Buffy and Faith first started.
** Caleb reveals that he's the one who blew up the Watcher's Council in "[[Recap/BuffyTheVampireSlayerS7E9NeverLeaveMe Never Leave Me]]".
** Faith killed a vulcanologist who'd inadvertently stumbled across a vulnerability of the Mayor in "[[Recap/BuffyTheVampireSlayerS3E21GraduationDayPart1 Graduation Day, Part 1]]".
** The assassination attempt on Faith's life by a fellow prisoner happened in "[[Recap/AngelS04E13Salvage Salvage]]". Faith took a trip inside Angel's mind in "[[Recap/AngelS04E15Orpheus Orpheus]]".
** The Scoobies suggest that Caleb could be trying to lure Buffy away from the others so they can be killed, a reference to Angelus using the same trick in "[[Recap/BuffyTheVampireSlayerS2E21BecomingPart1 Becoming, Part 1]]".
** Faith mentions a famous event in "[[Recap/BuffyTheVampireSlayerS4E16WhoAreYou Who Are You?]]" where she sexually-taunted Spike [[GrandTheftMe while in Buffy's body]].
** Faith has trouble believing that Buffy would engage in naughty sex games. Spike replies, "Oh you HAVE been away." One suspects that Ensouled!Spike has ''some'' fond memories of Season 6.
* CasualKink Faith has a frank discussion of her kinky sex life with Spike.
* CatholicSchoolgirlsRule / SexyWhateverOutfit: Lampshaded by Faith and Spike. Dawn wears a rather cute pleated skirt too.
* ChekhovsGun: Caleb burns the mark of his ring into the neck of a Potential. The mark is used to identify a place Caleb has been before in the next episode.
* CigaretteOfAnxiety: Faith, despite smoking being a [[GoodSmokingEvilSmoking universal sign of evil]]. Well, the Potentials acting like five year-olds was a bit much for her. And Buffy maybe still wanting her dead. And trying to reconcile with a recently evil Willow.
* ComicallyMissingThePoint: Andrew's exposition on Faith's FaceHeelTurn is overly dramatized but mostly correct... until he mistakes "volcanologist" for "Vulcan" and we see a flashback of Faith fighting Franchise/{{S|tarTrek}}pock.
** Faith attacking Spike because he's attacking a female vampire who looks like a typical VictimOfTheWeek.
** Chao Ahn, as usual. After Andrew delivers a scary spiel about Faith, who's doing martial arts training on the lawn...
-->(Subtitled) "There is a girl in the backyard doing gymnastics"
-->[Andrew nods seriously as if he understands]
* ConvenientlyTimedAttackFromBehind: A Bringer is about to stab a Potential when Xander puts an arrow through his arm.
* CurbStompBattle: Caleb leaves Buffy unconsciously behind after a short battle that only lasts seconds, leaving to the question why he didn't finish her off for good.
* DaydreamSurprise: PlayedForLaughs in Xander's fantasy; PlayedForDrama with Caleb's fantasy where with a little help from the First he recreates one of his [[SerialKiller past murders]].
* DeconstructedTrope: Xander wakes up from a dream to find that sharing a house with dozens of attractive young women isn't as much fun as his fantasies would have him believe.
* TheDevilIsALoser: Caleb refers to Satan as a "little man" (at least, compared to his boss).
* {{Dominatrix}}: Faith confesses she has tendencies in this direction. She doesn't mind playing games with the boys "as long as they know who's on top." She even mentions sex with one her exes involved her getting [[CatholicSchoolgirlsRule dressed up like a schoolgirl]] while [[WhipOfDominance wielding a whip]].
* DownerEnding: Two Potentials are dead, several more are injured and Xander just lost an eye, leaving Buffy shattered as her attempt to launch a preemptive strike against the First--and give the more experienced Potenials some actual field time while at it--is a horrendous failure. Though for Caleb, it's a happy one.
* TheDragon: Caleb -- SinisterMinister, SerialKiller, and a StrawMisogynist who makes Warren Mears look tame.
* EmergingFromTheShadows: Faith, and Buffy!First.
* EvilWearsBlack: Caleb's SinisterMinister outfit. It's slimming.
* EyeScream: Caleb gouges out Xander's left eye with his thumb.
* FanserviceFauxFight: Xander is wakened from a dream of being propositioned by two ladies whilr scantily clad Potential Slayers have a pillow fight, to the reality of the girls in frumpy pyjamas and bathrobes, complaining about a clogged toilet.
* FiringDay: In a rather petty move, Wood fires Buffy from the counsellor job following the events of the previous episode, yet he tells her to focus on the mission.
* FlashbackCut {{Montage}}: Andrew acts as MrExposition to fill us in on Faith's past.
* {{Foreshadowing}}:
** Xander tells the Potentials how to attack demons, and if all else fails, "[[GoForTheEye Everything's got eyes.]]"
** Caleb really does have something that belongs to Buffy.
** See GoodBadGirl below, Faith pretty much becomes the good Slayer and Buffy, at least this season, is the bad Slayer.
* FelonyMisdemeanor: Faith saying that prison could be worse, then admitting that the last movie she saw was ''Glitter''.
* GameFace: Subverted. After Caleb KO's Buffy, an enraged Spike vamps out and attacks. Caleb promptly kicks ''his'' ass too.
* GirlOnGirlIsHot: Parodied when Xander has a dream of having a threesome with Colleen and Caridad while all the teenage Potentials are having a pillow fight in lingerie or panties and tiny shirts... only to be woken up by Rona, wearing modest sleepwear and no make-up, complaining that the toilet's blocked again.
* GoodBadGirl: The new sitch back in Sunnydale causes some confusion when Faith is introduced to Spuffy.
-->'''Faith:''' Are you protecting vampires? Are you the bad Slayer now? (frowns) Am I the good Slayer now?
* GreenEyedMonster: Faith has a habit of going after Buffy's boyfriends, so when Buffy walks downstairs to find Faith chatting it up with shirtless!Spike, she's a bit frosty over it.
* TheHeavy: Caleb proves himself to be a lethal, cunning weapon for The First, unlike the Bringers and Turok-Han. True to form, in his first fight with the heroes, he effortlessly mows through Buffy, Spike, Kennedy, Rona, and Faith, kills Dianne and Molly, and then takes Xander's eye out to spite the heroes.
* HellBentForLeather: Spike recognises Faith from her famous leather pants. Plus the hot looks and the good right hook. LoveAtFirstPunch?
* HopeSpot: Buffy, Spike, and the Potentials overpower the Bringers making it look they might win the fight. Then Caleb starts kicking everyone's ass, and things go very poorly.
* ImpaledPalm: Xander shoots a Bringer through the hand with a crossbow.
* ImprobableAimingSkills: Xander manages to shoot a Bringer through the wrist mid swing.
* IronicEcho:
** When Wood sacks Buffy from her job at the school because she no longer serves a useful purpose there, he adds with a touch of bitterness, "The mission is what matters."
** Caleb repeats Dawn's comment re Xander in "[[Recap/BuffyTheVampireSlayerS7E12Potential Potential]]" before gouging out his eye.
* KungShui: Lampshaded
-->'''Faith:''' Whoa. Memory Lane. Same old house.\\
'''Buffy:''' Yeah, well, every piece of furniture's been destroyed and replaced since you left, so, actually, new house.
* KilledOffForReal: A RedShirt named in the script as Dianne has her neck snapped by Caleb. Also Molly, who is stabbed by Caleb in the stomach.
* LeeroyJenkins: Giles wants to study this new enemy before charging in. Buffy wants to attack with large numbers, in the hope Caleb won't be expecting this -- [[BloodKnight Faith]] has certainly no objection to the idea.
* LetsYouAndHimFight: A quite amusing variation, where Spike and Faith fight because each is unaware of the other's HeelFaceTurn.
* MaleGaze: According to the DVDCommentary this was used deliberately to show the various ways men objectify women.
* MookHorrorShow: For the female vampire running away from Spike.
* MustNotDieAVirgin: Parodied in Xander's EroticDream.
-->'''Girl 1 (Caridad):''' I've never been with a man. I could die tomorrow, and I've never been with a man.\\
'''Xander:''' Well, uh?\\
'''Girl 2 (Colleen):''' I've never been with a man before either.\\
'''Xander:''' Colleen.\\
'''Girl 2:''' I've never been [[LesYay with her]] [[GirlOnGirlIsHot in front of a man]] before.\\
'''Girl 1:''' I've never been with her in front of a man, either.\\
'''Xander:''' Um...\\
'''Girl 1:''' Xander...\\
'''Girl 2:''' We're so scared.\\
'''Rona:''' Xander! Xander! Goddamnit!\\
'''Xander:''' ''(wakes up)'' What's going on? I was sleeping.\\
'''Rona:''' [[MoodWhiplash Dominique has the stomach flu, and the toilet bowl is backed up.]]
* NeckSnap: Caleb kills Dianne (one of the Potentials) this way, though being, well, ''Caleb'', he also takes the opportunity to make a dark joke about it.
-->'''Caleb:''' What can I say? I work [[InMysteriousWays in mysterious ways]]. (''*snaps Dianne's neck*'') Also some fairly straightforward ones.
* NotSoHarmlessVillain: Turns out the First isn't restricted to Bringers (who are literally blind fanatics), but also has access to a willing follower, one who is empowered by his relationship with it, so much so that he's a challenge to the slayers and a HeroKiller.
* NotWhatItLooksLike: The [[KindRestraints chains on Spike's bed]] catch Faith's attention and Spike quickly assures her they're not there for any kinky reason.
** Buffy comes down to the basement and is not pleased to find Faith sitting on the bed with Shirtless!Spike [[SmokingHotSex and smoking]]. Faith [[OhCrap seems to realize exactly what it looks like]], and quickly puts some distance between them.
** Faith attacks Spike because he's chasing a girl in a graveyard. Of course the girl turns out to be a vampire too.
* OOCIsSeriousBusiness: Despite their mutual dislike, Spike is absolutely horrified when Caleb has Xander at his mercy, and quickly aids Buffy in getting him to safety after Xander's eye is gouged out.
* ObligatoryJoke: Spike tells Faith he's not evil any more.
-->'''Faith:''' Please. Do you think I'm stupid?
-->'''Spike:''' Well, yeah.
* OffhandBackhand: Caleb blocks a sword swung at his neck from behind, then [[NeckSnap snaps the neck]] of the Potential wielding it.
* OhCrap: Caleb grabbing Xander as everyone is running prompts this reaction from both Xander (who is visibly trembling) and Spike.
* OutOfCharacterMoment: A really painful example — Faith returns to Sunnydale and sees Spike (in full vamp mode) chasing after what appears to be a helpless woman. When Faith tries to stop him, Buffy defends Spike, and it's apparent that this is all a set-up for Faith to wonder if she suddenly became the good Slayer and Buffy became the evil one. After some resolution dialogue, Faith finds out that the woman is actually a vampire running from a [[HeelFaceTurn now-fully-reformed]] Spike.
* PoorCommunicationKills: Lampshaded by Faith, who points out that it would have been nice if someone had bothered to inform her that the BigBad was trying to wipe out the Slayer line ''before'' someone tried to murder her in prison. Willow's response (that they assumed she'd be safer in prison since the Bringers shouldn't be able to get past the security) is quickly brushed off.
* PoorlyDisguisedPilot: The interplay between Faith and Spike was meant to foreshadow a ''Faith'' spin-off which would have featured Spike.
* PunchedAcrossTheRoom: Caleb to Buffy. OhCrap.
* PunctuatedPounding: Spike slogging it out with Faith.
-->"STOP-HITTING-ME!"
* RagingStiffie: After being woken from his EroticDream, Xander says he'll be along in a moment as he "has a cramp."
* ReformedButRejected: Buffy still holds a grudge after the things Faith had done. Somewhat subverted with Dawn giving Faith a ChillyReception as they've never actually met -- her resentment is based on her FalseMemories (but of things Faith ''did'' actually do).
* ReminiscingAboutYourVictims: The First shapeshifts into a past victim of Caleb so he can kill her again.
* RousingSpeech / RightBehindMe: Xander gives a speech to the Potentials about how great Buffy is; the camera angle changes to show that Buffy and Faith have been listening in to the whole thing.
-->'''Faith:''' Damn! I had no idea you were that cool.
* SacrificialLamb / DiesWideOpen: Poor Molly.
* SchmuckBait: Everyone tells Buffy she's walking into a trap, but she still goes in thinking her enemy won't be expecting her to bring a large force.
* ShapedLikeItself
-->'''Andrew:''' [Faith] wrapped evil around her like a large, evil Mexican serape.
* ShipTease: Faith and Spike. At the time, Creator/JossWhedon was trying to get a Faith spinoff off the ground, and apparently intended to have Spike on it.
* SickeningCrunch: There's an audible snap when Caleb breaks Rona's arm.
** There's also a ''very'' gross squishing sound when Caleb gouges out Xander's eye.
* SidetrackedByTheAnalogy: For Caleb, the whole "drink for this is my blood" thing. What if someone ordered white wine?
* SingleTear: Andrew sheds one as Xander finishes his RousingSpeech.
* StealthInsult: Buffy tells Giles to "help the girls who still need a teacher".
* TakeThat:
** Faith says that prison could have been worse, then remembers that the last movie she watched there was ''Film/{{Glitter}}''. Cue VerbalBackspace as she claims it was as bad as it got.
** Xander's comment about Creator/MatthewBroderick [[Film/Godzilla1998 killing a "big dumb lizard that was not the real Godzilla"]].
* ThisIsThePartWhere / PleaseIWillDoAnything: Caleb tormenting Shannon.
-->"Well, now, is this the part where you offer to do anything? Because I tried to make it clear; you got nothin' I want to explore."
* VerbalBackspace: "For years and years...or to be more accurate, months...Faith fought on the side of good."
* WhamEpisode: Faith arrives in Sunnydale to help Buffy, and Caleb defeats Buffy and stabs Xander's eye out.
* TheWorfEffect: Caleb takes down Buffy in one punch. Faith and Spike don't fare much better.
-->'''Caleb:''' So, you're the Slayer. The strongest, the fastest, the most aflame with that most precious invention of all mankind -- the notion of goodness. The Slayer must indeed be powerful. (with one powerful punch, he sends Buffy [[PunchedAcrossTheRoom flying across the room]]) So, [[IsThatTheBestYouCanDo what else you got]]?
* YouFightLikeACow: Buffy knocks Faith down. Faith quickly gets back up again.
-->'''Faith:''' Luckily you still punch like you used to.
----