This ghostly episode starts out at The Bronze where Buffy rejects the advances of a boy who's looking for a date for the Sadie Hawkins dance. She tells him she's never going to date anyone again. On her way to check in with Giles, she stops a male student from almost shooting a female student. They have no recollection of why they were fighting, and the gun disappears. Principal Snyder blames Buffy for the incident. While waiting in his office, a yearbook from 1955 falls off the shelf on its own. Willow gives Giles a rose quartz that she found in Ms. Calendar's desk. In class later that day, Buffy falls asleep in class and dreams about events that take place in her classroom, but in 1955: a male student and a female teacher are having an affair, and stand in the classroom clandestinely talking. As Buffy comes back to the present, her teacher writes something from the lesson on the board. But as he finishes writing, it becomes clear that he has unintentionally written "Don't walk away from me, bitch!" which is a line uttered by the student holding the gun who Buffy stopped. Afterward, Xander is grabbed by a monster arm inside his locker. Buffy helps him break away, but the arm then disappears.
Giles is intrigued by the possibility of a ghost and is immediately sure that it's Jenny Calendar. Meanwhile, Angelus, Spike and Drusilla have taken up residence in an old abandoned mansion, and Angelus passes the time taunting Spike and flirting with Dru. Spike rolls away on his wheelchair, obviously angry with Angelus.
Later that night, George, a janitor, meets Miss Franck, a teacher, in the hallway as she is leaving after working late. She asks him if George is his correct name, making it clear that the two are barely acquainted. A moment later, the two begin a lover's quarrel, each of them obviously possessed by a spirit. When the spirit causes Miss Franck to say that she doesn't love the man to whom she is speaking, a gun appears in George's hand. He shoots her, and she then falls over a balcony of the school. Giles, who is reading in his office, hears a woman's voice off camera saying "I need you". Thinking it may be Jenny's ghost, he goes to investigate. He is too late to prevent the killing, but he tackles George just as the gun vanishes.
Later, the group discusses the event in the library. Giles is convinced that Jenny is haunting the school. Willow, Xander, and Buffy disagree with him. On the internet, Willow learns that in 1955, Sunnydale High student James Stanley killed his teacher, Grace Newman, on the eve of the Sadie Hawkins Day dance after she tried to break off their affair. It is revealed that Jenny isn't haunting the school. Willow and Xander feel sorry for both of them. But Buffy is particularly angry at the boy, insisting that while Grace deserves sympathy, James does not. Xander comments that "the quality of mercy is not Buffy."
Xander, Cordelia, Willow and Buffy go to the school cafeteria for lunch, where chaos erupts when the food turns into snakes. The room empties quickly, and Cordelia is bitten on the face by a snake. Outside, Principal Snyder discusses the situation with Police Chief Bob Munroe. Snyder reveals his knowledge of the Hellmouth and expresses concern that he won't be able to keep the parents in the dark indefinitely. Munroe tells him that the City Council expects him, Snyder, to handle the situation, and suggests he should take it up with the mayor if that is difficult. Snyder is taken aback, and says he will handle it.
Willow devises a plan to contain the spirits, and they head off to the school where they prepare, though Giles has already arrived and is trying to summon Jenny's spirit. Buffy hears music coming from the Music Room and goes to see Grace and James dancing there. James' face suddenly changes to a gory mess, startling Buffy. Cordelia looks in the mirror to find her face has become mutilated and red. On the stairwell, Willow begins to sink into the floor, and Giles rushes to save her. Willow finally convinces him that the spirit is not Jenny because she would never do these things. Everyone lights their candle and starts chanting the spell, but the candles blow out and a swarm of wasps enter the school. Everyone rushes out to find the school surrounded by wasps.
In the garden of their new home, Dru gets a vision about Buffy meeting with death. Spike goads Angelus into actually facing Buffy instead of just taunting her, and Angelus decides to go and confront her but not before making it clear to Spike that he intends to have his way with Dru afterwards. Tears just about pool up in Spike's eyes as Angelus holds Dru tight against him and caresses her.
Meanwhile, the Scoobies, defeated for the moment, regroup at Buffy's house. They agree that it is James' ghost, and Giles says the next step is to find out what the ghost James needs to accomplish. Buffy is the one who understands that he wants forgiveness, but she insists that he doesn't deserve it and must "live with it." Giles and Xander insist that he should be forgiven whether he deserves it or not. Buffy is unmoved, and stomps off to the kitchen. Cordelia asks, "Overidentify much?", indicating she understands that all of the harsh things Buffy has said about James not deserving forgiveness for destroying the woman he loved in a moment of blind passion due to stupidity and selfishness, are really directed at herself, for being the direct catalyst for Angelus losing his soul, by having sex with him.
In the kitchen, Buffy hears James' voice saying, "I need you," and finds a flyer for the 1955 Sadie Hawkins dance in her pocket. She heads to the school, where the wasps part for her to enter. Willow finds Buffy gone, having left the ad behind, and everyone rushes after Buffy, but they cannot enter the school due to the wasps. Giles explains that James wants to reenact the incident, but with a different ending. But they agree that it's not possible to have another ending, and they fear Buffy will be shot.
Angelus appears in the halls as Buffy, now possessed by James, talks to him as if he were Grace. They continue the ghosts' argument with Angelus possessed by Grace's spirit, the two lovers speaking lines relevant to Buffy and Angel as well as to James and Grace. At the climax, Buffy pulls out a gun and shoots Angelus. He falls off of the balcony as though dead. James (still in Buffy's body) rushes off to the music room where he plans to kill himself. Grace (still in Angelus), is not killed by the bullets due to Angelus' vampire nature. She wakes up and proceeds to the music room just in time to stop "Buffy" from pulling the trigger. Grace tells James she never stopped loving him, that she knows it was an accident that the gun went off, and that it wasn't his fault. She says she loved him with her last breath. They exchange apologies and kiss passionately. The spirits, now able to pass on, leave the bodies of Angel and Buffy, who then break away from the kiss as Angelus realizes what he has been doing. He pushes Buffy aside and rushes off.
Buffy talks with Giles, processing the recent events. She doesn't understand why Grace would forgive James, but she says it doesn't matter.
At his mansion, Angelus scrubs furiously at his body, saying he was violated by being infested with love. He then gets the urge for a "real vile kill" to cleanse himself. Dru invites Spike out as well but Angelus makes it clear that Spike is not welcome, claiming they need to "travel light" since it's not long before sunrise. After Dru and Angelus leave, though, Spike stands up and kicks the chair aside, revealing that he has fully healed from his spinal injury and has been feigning weakness, waiting for his chance to strike back.
- Ankle Drag: Willow is pulled into the floor by a green monstorous arm.
- Bait-and-Switch: The ghosts' reenactment appears to be about a male student who murders his older female lover because she tries to leave him. When the roles are Gender Flipped with Buffy possessed by James and Angel possessed by Grace, everything takes on a new context. Both Grace and Angel, acting out of lust and loneliness, took advantage of a youth they were responsible for, with James and Buffy now doomed to suffer eternal guilt in the belief that It's All My Fault after having accidentally killed their One True Love.
- Best Served Cold: Spike, in a very rare display of patience, has been faking his need for the wheelchair while planning his revenge on Angelus.
- Big Fancy House: Angelus, Drusilla and Spike move into a mansion.
- Buffy Speak: Actually referred to as "Xander Speak" by Giles.Xander: This was no wimpy chain rattler. This was 'I'm dead as hell, and I'm not gonna take it anymore.'Giles: Well, despite the Xander-speak, that's a fairly accurate definition of a poltergeist.
- Captain Obvious :Buffy: I'm telling you, something weird is going on.Xander: Something weird is going on. Isn't that our school motto?
- When Buffy says the ghost will just have to "live with" his guilt, Xander tells her that he can't "live with it" because he's dead.
- Chekhov's Gunman: The Mayor is mentioned for the first time, someone who proceeds to become the main villain of Season 3.
- The Confidant: "You're the only one. The only person I can talk to."
- Dance of Romance: Buffy looks into the music room and sees the ghosts of James and Grace dancing to "I Only Have Eyes For You". She's caught up in the moment herself until James does a Face-Revealing Turn as a rotting corpse.
- Does This Remind You of Anything?:Giles: Many times the spirit is plagued by all manner of worldly troubles. Being dead, it has no way to, uh, to make its peace. So it lashes out, growing ever more confused, ever more angry.Buffy: So it's a normal teenager, only dead.
- Dreaming of Things to Come: Or in this case, Dreaming of Times Gone By. Buffy has a dream in which she sees Grace and James flirting. She matches that with their pictures in the Sunnydale High yearbook of 1955.Xander: Your dreams are getting wicked accurate, Buff. You wouldn't happen to see me coming across some big cash? Or possibly knowing the love of a woman? In a full body sense?
- Dutch Angle: When possessed-Buffy first enters the school.
- Everyone Hates Mathematics:Ben: I'm Ben. (off Buffy's blank look) We had Algebra II together last year.
Buffy: Sorry, I pretty much repress anything math-related.
- Face-Revealing Turn: The ghostly James' face morphs and manifests into a horrific, ghastly corpse-like face.
- Facial Horror: After Cordelia is bitten on the face by a snake, she later examines the scar in a mirror, then screams as the scar rots and spreads across her face.
- Flower Motifs: Not-So-Innocent Flower Girl Drusilla likes the jasmine flowers in their new vampire lair. Angelus notes they're night-blooming, "like us".
- "The city council was told that you could handle this job. If you feel that you can't, perhaps you'd like to take that up...with the Mayor."
- Willow does a spell. She kinda likes it. Good for her. Soon to be bad for everybody else.
- She also goes through Ms. Calendar's files, though by this point she hadn't yet found the ones saved on the floppy disk, which would help her restore Angel's soul.
- Also the ghost dialogue foretells "Becoming, Part 2", and Season 3. In season 3, Buffy forgives Angel for what he did this season. In "Becoming", Angel breaks up with Buffy so she can have a normal life, even though she doesn't care about not being able to have a normal relationship with him.
- "He killed a person and killed himself. Those are pretty much two of the dumbest things you could do." One of them later kills a person, and one of them later (depending on how you interpret the events of "The Gift"), commits suicide.
- Cordelia wonders what would happen if the school closed down, which happened after the events of the season 3 finale.
- Gas Leak Cover Up: The snakes are explained away by the principal saying the sewers were backed up.
- Gender Flip: The ghosts always possess a man and a woman to reenact their murder-suicide, but this time Buffy channels James and Angel channels Grace.Buffy: He picked me. I guess I was the one he could relate to. He was so sad.
- Get Out!: Zombie!James shouts this in Buffy's face after the attempted exorcism. He then sends The Swarm of wasps to make sure they stay out.
- Ghost Butler: Once the Scoobies enter the school to perform the exorcism, all the doors slam shut on them. Buffy later has to use her Super Strength to break open the door so they can escape The Swarm of wasps.
- Good Hurts Evil: Once Grace's possession of him has ended, Angelus is so mortified he flees even though Buffy is at his mercy. He's later shown vigorously washing his body and complaining about being "violated" by having been forced to feel love, and insists on going out immediately to commit an act of evil, like killing a child.
- Government Conspiracy: As hinted in "School Hard", the local authorities know what's behind the weird happenings in Sunnydale and are working to keep a lid on it.
- "Groundhog Day" Loop: Done without the Time Travel. The loop is broken when Grace's ghost inhabits Angelus, who can't be killed by gunfire and so survives to tell James that he needs to move on.
- High-School Dance: The Sadie Hawkins Dance, in which the girls ask the boys out, contrary to expected gender roles. This foreshadows the gender-swap that will take place.
- Hollywood Exorcism: Done with bell, book and candle.
- Hope Spot: After the ghosts leave their bodies, Buffy thinks for a moment that Angel has been restored, but she's pushed away in anger by Angelus who flees the scene.
- Hypocritical Humor / By "No", I Mean "Yes"Giles: You should never be cowed by authority... except in this case when I am clearly right and you are clearly wrong.
- Immune to Bullets: And wasps, as Angelus points out, which is how he's able to enter the school. After he's possessed however, Grace-possessed Angelus is able to break the cycle by surviving after being shot.
- Insane Troll Logic:Snyder: I'm gonna look at all the pieces carefully and rationally, and Im gonna keep looking until I know exactly how this is all your fault.
- Interrupted Suicide: James-possessed Buffy is about to shoot herself until Grace-possessed Angelus stops her.
- Intertwined Fingers: Buffy has a dream in which she sees James returning a book to Grace, but notices their fingers are caressing as he hands it to his teacher. They quickly let go when someone walks in on them.
- Ironic Echo: The dialogue between the ghosts once they possess Angelus and Buffy matches what Angel and Buffy would say to each other, if only they could.
- Ironic Hell: James is doomed to reenact his crime over and over through the people he possesses.
- It's Not You, It's Me: When Ben hints he'd like Buffy to ask him to the dance, Buffy responds "Oh Gosh!" He quickly backs off thinking she doesn't like him but Buffy hastens to add that he looks like a nice guy, but she's not seeing anyone. Ever again.
- It Was Here, I Swear!: The revolver disappears after each possession.
- Just a Kid: Played for Drama: James/Buffy shouts, "Don't treat me like I'm some stupid—" before accidentally firing the fatal shot. Of course they are kids; Angelus and Grace are supposed to be the responsible adults.
- Leitmotif: The Giles/Jenny theme plays briefly while Jenny is being discussed.
- Let's Dance: Drusilla has a vision re Buffy. "It's time, Angel. She's ready for you now. She's dancing. Dancing with death."
- Layman's Terms: Xander-SpeakXander: I defined something? Accurately? (closes a book on the table) Guess I'm done with the book learning.
- The Lost Lenore: Jenny for Giles, and Angel for Buffy.
- Lotus Position: Faced by a dining room full of snakes crawling about, Xander sits on a table in a lotus position to cast his part of the exorcism spell.
- Meaningful Echo: Specific lines of the James/Grace dialogue will be spoken by Buffy/Angel in Season 3's "Lover's Walk" and "The Prom."
- Metaphorgotten: In a rare unfunny example, Buffy's refusal to forgive the ghost rings strongly of her own past with Angel. Cordelia of all is the first to notice.Buffy: No. James destroyed the one person he loved the most in a moment of blind passion. And that's not something you forgive. No matter why he did what he did. And no matter if he knows now that it was wrong and selfish and stupid, it is just something he's gonna have to live with.Xander: ...He can't live with it, Buff. He's dead.(Buffy storms out)Cordelia: Okay. Over-identify much?
- Mind Rape: What Angelus thinks has been inflicted on him. After this event his goal changes from tormenting Buffy to bringing about The End of the World as We Know It, implying that Angelus is so disturbed at feeling love he wants to abolish all chance of it ever happening again.
- Monster of the Week: James and Grace who possess people's bodies in order to apologize to each other.
- Mrs. Robinson: Grace embarks on a romance with her student, James.
- No OSHA Compliance: Spike dryly notes the large windows for letting sunlight into their new mansion (ironic given that it's the notoriously unsafe Ennis House).
- Nothing Is Scarier: The Oh, Crap! look on Snyder's face when the Mayor is mentioned tells us this is no mere small town politician.
- Our Ghosts Are Different: James borders on a Reality Warper as he and Grace possess people's bodies to re-enact their deaths.
- Out-of-Character Moment: Willow pointing out that Jenny would never be as mean as the ghost is. Giles finally accepts this point.
- Person as Verb: "You just went O.J. on your girlfriend!"
- Politically Incorrect Villain: Angelus throws in plenty of comments re Spike's wheelchair-bound state.Angelus: If you don't like it, Spike, hit the stairs and go. Take a stand, man.
Spike: Well, our old place was just fine till you went and had it burned down.
Angelus: Things change, Spikey. You gotta roll with the punches. Well, actually, you pretty much got that part down, haven't you?
- Prison Rape: So it seems that in order to put an end to the ghost Buffy has to forgive James for what he did. Is this agreeable to her? Oh hell no, since he's already dead she thinks he should be subjected to making special friends with Roscoe the weightlifter.
- Remonstrating with a Gun/Railing Kill: How Grace was killed.
- The Reveal: The principal, the city council, and the Mayor know about The Masquerade.
- Saw It in a Movie OnceBuffy: I don't incite! I stopped that boy from killing his girlfriend, ask him. Ask the janitor.Snyder: People can be coerced, Summers. I'm no stranger to conspiracy. I saw JFK.
- When Willow says they have to do an exorcism, Cordelia blurts out, "Are you crazy? I saw that movie! Even the priest died!"
- Shirtless Scene: Angelus gets one at the end, as he's trying to wash off the love.
- Shout-Out to Shakespeare:Xander: Yikes! The quality of mercy is not Buffy.
- Skewed Priorities: When Cordelia gets bitten by one of the snakes, she worries about getting a scar and swelling. When a swarm of bees invades the school, she wonders whether they would be considered graduates if the school got closed down. Xander agrees with her priorities on the latter, at least.
- Snakes Are Evil: At least when the burger you're about to bite into turns into a wriggling nest of them.
- Spot of Tea: Giles pours tea for the Scoobies after the failed exorcism.
- Staircase Tumble: Giles yanks Willow from the muddy vortex and they fall together down a small set of stairs (without the usual Suggestive Collision, showing their platonic relationship).
- Sunnydale Syndrome: Snyder and the police chief worry that it's starting to fray.Snyder: We're on a Hellmouth. Sooner or later, people are gonna figure that out.
- Talking Down the Suicidal
- Teacher/Student Romance: The ghost lovers are student and teacher.
- Tempting Fate
- Xander says that what's happened so far seems a bit "Hellmouth Lite". A demonic hand then tries to pull him into his own locker.
- Willow, trying to get Buffy back on the dating thing, says that love can be nice. Cut to our first possessed couple on the verge of violence.
- Cordelia: "We need to nip this thing in the bud. Otherwise things are going to get really scary." Cue the cafeteria spaghetti turning into snakes.
- Cordelia again: "No problem; this will be a piece of cake, right?" Cue all the doors slamming.
- Theory Tunnelvision: Commented on by the characters — Giles is still so torn up by Jenny's death that he refuses to take note of any evidence that she's not the one haunting the school.
- There Is No Kill Like Overkill: Jewish Willow suggests they stop trying to counsel the troubled poltergeist and apply the Final Solution. Xander thoroughly approves of this plan to nuke the school. Willow has to explain that she means an exorcism.
- This Is for Emphasis, Bitch!James (1955): Don't walk away from me -Smash Cut to Buffy (1998): - BITCH!
- This Is Unforgivable!: Buffy says what the ghost did was unforgivable even if he felt remorse later.
- Throwing Off the Disability: After Angelus taunts him again and leaves with Drusilla, bidding him "Have fun without us", Spike slowly rises from the wheelchair he was in since Buffy tried to kill him and kicks it across the room."Oh I will. Sooner than you think."
- Titled After the Song: By The Flamingos, and played throughout the episode.
- A Tragedy of Impulsiveness
- Tragic Keepsake: Willow finds one of Jenny's magic crystals and gives it to Giles.
- The Triple: Noting that Buffy has turned down the invitation to dance from Ben, Willow says, "You came, you saw...you rejected."
- Unequal Pairing: Grace is a teacher having an affair with an underage student. Angelus is a centuries-old vampire who had an affair with sixteen-year old Buffy. The analogy becomes even more apparent in "Becoming, Part One", when we're shown that Angel was given the responsibility for protecting the Slayer. Like Grace, he betrayed that responsibility for his own selfish needs.
- Very Special Episode: Ended with a PSA by SMG about calling the suicide hotline.
- Wham Line: "We're on a Hellmouth. Sooner or later, people are gonna figure that out."
- Wham Shot: See Throwing Off the Disability.
- Why Don't You Just Bite Her?: Angelus has become bored with his mind games with Buffy and decides to finish her off once and for all. Fortunately the ghosts have other ideas for the two of them.
- Would Hurt a Child: Drusilla suggests she and Angelus go find a toddler to kill.