Directed by Michael Gershman
Buffy is having a nightmare in which she is underwater, with Finch pulling her down by the ankle. She struggles to the surface, only to have Faith shove her down again. She wakes up in her sheep pajamas and goes down the hall, where her mom is watching the news in her bedroom. Finch's body has been found and identified, and the Mayor promises justice.
That day at school, Wesley orders Faith and Buffy to investigate Finch's murder. Cordelia interrupts, needing books for psychology. Buffy and Faith go to an empty classroom, where Buffy insists that they have tell the truth. Faith disagrees, and warns that Buffy is just as culpable. Back in the alley, Detective Stein (last seen on "Becoming, Part 2") and some other police are gathering evidence. Angel is observing, and remembers seeing the blood on Buffy's hand. He starts shadowing the cops and discovers the Slayers' involvement.
At City Hall, Mayor Wilkins is shredding the paper trail of evidence that Finch has left behind, and he wonders if Finch was going to betray him. Trick has good news, though—the coroner's report shows that Finch was killed with a pointed wooden object, which implicates the Slayers. The Mayor is jubilant.
Later that night, Faith and Buffy break into Finch's office to investigate why he was in that alley. They finds that all of his file folders have been emptied. When they start to leave, they see the Mayor and Mr. Trick together. Back on the street, the girls bicker over Faith's cavalier attitude toward law and order; Faith suggests that they can do whatever they want because they're Slayers, and therefore superior.
Buffy goes to the library to confess, only to find that Faith has made an end-run around her and talked to Giles first. Faith says it's OK, she told Giles that Buffy killed Finch. Giles barks at Buffy to get in his office. Once Faith is gone, he confides that he doesn't believe Faith's bogus story, but felt he should humor her to keep her from doing anything rash. This kind of 'accident' has happened before with Slayers; however, Giles tellingly doesn't want to get the council involved. Naturally, Wesley is outside the office, eavesdropping. He gets on the phone and calls Quentin Travers.
The next day, the gang discusses how to intervene with Faith. Xander offers to talk to her one on one, because he has a "connection" with her (alluding to their one-night stand). The gang do their best to conceal their revulsion. Buffy discourages that idea, explaining that Xander was just a fling to her. Xander, goaded by Buffy's remark, goes to Faith's motel room. He tries to reason with her, but she throws him on the bed, teasing she could do anything she wanted to him, and proceeds to strangle him. Angel bursts in and clobbers her with a bat.
Mansion. Angel has Faith chained up, a captive audience...but he's not making much progress with her. He goes out to the garden, where Buffy is, and says it could take a while. Angel stresses that things are different for Faith now—she's gotten a taste for killing.
At the mansion, Angel tells Faith that he knows the exhilaration of taking a life, and that going down that path will ruin her. Just as it looks like she might actually be listening to him, Wesley bursts in with a couple of burly guys to back him up. Wesley wards off Angel with a cross while the thugs trap him in a net and beat him. Wesley takes the chains off of Faith, only to put her into handcuffs of his own, arresting her under the Council's authority. The Watchers cuff Faith to a bench in the back of a van. When Wesley tells his henchman to tighten her restraints, Faith seizes one hostage, gets free and runs off into the night. Buffy finds Angel, still hogtied, and everyone limps back to the library. Buffy guesses that Faith's next move will be to stow away out of town, and everyone splits up to check the ports.
Sure enough, Buffy finds Faith on the gangplank. Faith is unrepentant, and thinks what bothers Buffy is that she's scared of the fact that she's just like her. As they argue, Buffy spots a falling crate and pushes Faith out of the way, getting pinned by it in the process. Mr. Trick arrives and has Buffy at his mercy ("I hear once you got Slayer, you never go back!"), but Faith stakes him from behind. Poof.
Back in the library, Giles and Buffy are discussing Faith. Buffy says she's not going to give up on her.
At City Hall, the Mayor is getting ready to close up shop, and opens the door to find Faith. She tells him that Trick is dust. "I guess that means you have a job opening." The Mayor contemplates this, invites Faith inside, and shuts the door.
- 555: Averted — The phone number that Wesley dials when contacting the Watcher's Council appears to be a correct one; we clearly see Wesley dialing 011-44 along with the rest of the number.
- Absence of Evidence: Buffy's first indication that something is awry is when he finds the empty file folders in Finch's office, the Mayor having shredded their contents.Faith: So those papers are gone. That doesn't prove anything.Buffy: Except that someone didn't want us to prove anything.
- Absentee Actor: Oz, believed to be because Seth Green was filming the second Austin Powers movie at the time. This may also explain his new black dye job.
- All Girls Want Bad Boys: Faith taunts Buffy about her relationship with Angel. "It was good, wasn't it? The sex? The danger? Bet a part of you even dug him when he went psycho."
- All Is Well That Ends Well: Averted; it looks like everything is going to be wrapped up neatly (and it's revealed in the following episodes that Faith will undergo psychological evaluation rather than punishment) but Faith has already made a conscious decision to go over to the Dark Side.
- All There in the Manual: The script reveals that Detective Stein's first name is Paul.
- Ankle Drag: Buffy, wracked with guilt over her role in the death of Deputy Mayor Finch, has a nightmare of his corpse dragging her underwater.
- Attempted Rape: Xander is almost raped and murdered by Faith. Angel intervens.
- Angel: He forgot the safety word, is that it?
- Bad Liar: Giles sees right through Faith's game.
- Bait-and-Switch Comment: As Buffy starts to confess to Giles, Faith saunters out from his office. She puts on a sad face and says, "It's okay, Buffy. I told him." Buffy looks like a huge weight has been lifted, but it falls again when Faith says, "I had to. He had to know what you did." Oh, burn.
- Bastardly Speech: When Buffy starts to confess to Giles, Faith saunters out from his office. She puts on a sad face and says, "It's okay, Buffy. I told him." Buffy looks like a huge weight has been lifted, but it falls again when Faith says, "I had to. He had to know what you did." Oh, burn. Though it was subverted that Giles didn't believe her. Just pretended to so Faith would think she was in the clear and wouldn't run off.
- Batter Up!: This is Angel's solution to stop Faith raping and killing Xander.
- Beneath the Mask: While breaking into City Hall, Faith picks up a photo of Finch and strokes the frame. Her hardass facade seems to crack as she quietly muses, "He came out of nowhere." Buffy concurs sympathetically, but Faith's in no mood for it and snarls, "Whatever. I'm not looking to hug and cry and learn and grow. I'm just sayin' it happened quick, y'know?"
- Being Evil Sucks: Faith receives this sermon from Angel.
- Beware the Superman: Buffy is aggravated by the thought of living with daily memories of the killing, but Faith counters that, as Slayers, they have saved thousands of lives, even saved the world. To her, that puts them "in the plus column." To Faith, Slayers are "warriors" and "better than everybody else."
- Big Damn Heroes: Inverted with Wesley's kidnapping team. They pummel Angel to the ground and leave with Faith in tow.
- Black Comedy Rape: Faith attempts to rape and murder Xander. He jokes about it in a later episode, but this is likely due to cover his fears after she wakes up from a coma and goes on a rampage.
- Bluffing the Murderer: Giles advises against confronting Faith directly, therefore allowing her to believe Buffy's taken the rap.
- Blunt "Yes": Wilkins is unfazed at seeing Faith at his doorstep.Faith: [accusingly] You sent your boy to kill me.
Wilkins: That's right, I did.
Faith: He's dust.
Wilkins: I thought he might be, what with you standing here and all.
- Call-Back: Faith tossing Buffy's deception about the return of Angel back in her face. She's obviously still burned from Buffy lying about that.
Buffy: As I recall, Xander and I nearly came to blows.
- Willow is trying to come up with a spell that will turn Amy the Rat back into a person ("Gingerbread").
- The gang sits around an empty classroom to discuss what is to be done with Faith. Buffy foresees a repeat of "that intervention thing" from when she was keeping Angel's return a secret, and wisely rules out that idea.
Xander: Uh, you nearly came to blows, Buffy. I nearly came to loss of limbs.
- Detective Stein is the same detective who interrogated Buffy in "Ted", when Buffy assumed she'd accidentally killed a human and "Becoming" investigating Kendra's murder. After two previous investigations he goes from understanding to trying to get Faith to come forward about Buffy's involvement.
- When informing the Watcher's Council about what happened, Wesley asks to be put through to Quentin Travers from "Helpless".
- Casual Kink: Faith asks Xander if he likes his sex kinky or vanilla.
- Chronic Evidence Retention Syndrome: Narrowly dodged by Trick and the Mayor, as Finch died before he could fork over the evidence.
- Coincidental Broadcast: After Buffy wakes from her nightmare, she skulks miserably to her mother's bedroom, where the TV is tuned to a news segment about the recovery of Finch's body. So much for Faith's "it never happened" plan.
- Commanding Coolness: Giles demurs that investigating Finch is a waste of time, but Wesley says he is their "commander," so it's up to him.
- Corner of Woe: Upon discovering that Faith has taken yet another friend away from her, Willow goes to the restroom and sobs. "Wish We Never Met" by Kathleen Wilhoite plays.
- Conveniently Timed Attack from Behind: Faith staking Trick through the back.
- Dark Side: Faith deconstructs Buffy's "good Slayer" image — she's got the same dark urges that Faith does, the belief in her innate superiority, not to mention the whole vampire boyfriend thing. Later seasons will show there's more than enough truth in Faith's accusation.
- Date Rape Averted: Angel intervenes as Faith is about to rape and murder Xander.
- Description Cut: Giles exposits that Faith saving Buffy's and opting not to skip town bodes well. Buffy and he agree that Faith "stands a chance." Cut to Faith asking the Mayor for a job.
- Double Standard: Faith notes that Buffy had no problem shielding Angel from his crimes.
- Double Standard: Rape, Female on Male: Averted. Faith's attempted rape of Xander is portrayed just as seriously as other similar events in the series.
- Dramatic Thunder: Heard in the distance as the police examine the scene where Finch was killed, with Angel doing his Mysterious Watcher act.
- Dramatic Irony: Turns out Faith had nothing to be afraid of all the time, as the Watcher's Council accept that innocent people can get killed in the fight against Evil. Unfortunately Wesley decides to have Faith detained and hauled back to England just to assert his dwindling authority over the Slayers.
- Dynamic Entry: Faith is straddling Xander in her bed and about to strangle him. She hears a sound and looks over to see Angel swinging a baseball bat before the screen goes black. Ow.
- Evil Laugh: The Mayor starts chuckling when he reads Finch's autopsy report; the idea of a Slayer on trial for murder is "sunshine and roses" to him.
- Evil Tastes Good: Angel talks at great length about the intoxication of killing, and mentions that Faith has "a taste" for it now.
- Exact Eavesdropping:
- The girls are sneaking out of Finch's office when they spot Wilkins and Trick in the hall. The Slayers quickly duck behind the door and hear that Trick and the Mayor are clearly in cahoots.
- Giles tells Buffy that he doesn't want to bring in the Council as they'll only make things worse. The camera pans to show Wesley listening in on their conversation, then we cut to him phoning Quentin Travers.
- FaceHeel Turn: Faith. The kicker is that the Scoobies - as well as the Council through Wesley - share some of the blame.
- Flashback Cut: After seeing the blood in the alley where Faith killed Finch, Angel has a flashback to seeing blood on Buffy's hands in "Bad Girls".
- Flat "What": Faith's reaction to being unchained from Angel's wall, only to be chained up in a van.
- When Faith feels guilty looking at the photo Finch has on his desk, one expects to see a photo of Finch's family. Instead it's the Mayor with Finch — in later episodes Faith will eagerly take on the role of the Mayor's surrogate daughter.
- Faith being able to spell out exactly what Buffy finds so attractive about Angel foreshadows her attempt to seduce him in "Enemies". Also Faith being a bad liar — it's revealed in that episode that Giles and Buffy already knew she'd switched sides.
- Willow and Buffy growing apart becomes a serious issue in Seasons 4 and 6.
- Buffy's Dark Side attraction to sex and violence is explored in Season 6, particularly "Dead Things" which has a number of Call Backs to this episode.
- The tentative connection Angel establishes with Faith becomes important in the spin-off series Angel.
- Faith becoming a would-be-rapist and eventual path to redemption would mirror both Buffy and Spike later in the series.
- Frameup: Feebly attempted by Faith.
- Freudian Slip: Wes introducing himself to comely Cordelia. "In fact, I am... here to watch... girls."
- Also Wes describing Cordy as "cheeky" after watching her walk away from him.
- A God Am I: Angel opines to Faith that "to kill without remorse is to feel like a god."
- The Guards Must Be Crazy: Faith, chained in the back with Wesley and another goon. Faith tests her chains. Wesley smugly notices this, and instructs the goon to tighten them. But that's exactly what Faith wanted, because as soon as he's within range, she pins the goon's head to the floor of the truck with her foot and warns Wesley that if he doesn't let her go, she'll "pop this guy's head like a grape."
- Guilt-Ridden Accomplice: Buffy.
- Handy Cuffs: As soon as the Watchers kick in Angel's door, Wesley rushes over to Faith and removes the shackles from her wrists. Wesley then pulls out a set of heavy cuffs and chains, and before she knows it her wrists are bound once again.
- HeelFace Door-Slam: Faith looks like she's actually on the verge of mending the error of her ways. Naturally, this is Wesley's cue to screw everything up. Hours later, it appears Faith is actually repentant - saving Buffy from Mr. Trick instead of fleeing Sunnydale - only to then visit the Mayor and offer her services to him.
- Hero Insurance: Giles tells Buffy that this situation has happened before; they're fighting a war and innocent people occasionally get killed by the good guys.
- Hired to Hunt Yourself: Buffy tries to protest that Finch's murder is not their "jurisdiction," but Faith smilingly agrees to investigate if that's what Wesley wants.
- I Am the Noun: "You know in your gut we don't need the law. We are the law."
- Idiot Ball: Doesn't the whole "Now, if in the course of your Slaying an innocent person should die and you are at fault, come and talk to me for we have protocols to handle it" conversation seem important enough Giles should have had it with Buffy back in Season 1?
- Implausible Deniability: Faith tries to tell Angel that she and Xander were "just playing."Angel: [dubiously] "And he forgot the safety word? Is that it?
Faith: Safety words are for wusses.
- Improvised Weapon: Mr. Trick loops a red cable around Buffy's neck, then starts dragging her around like a dog on a leash.
- Incredibly Lame Fun: Mayor Wilkins in his office, whining that shredding files isn't giving him the "lift" it usually does.
- Inescapable Net: Averted. At the mansion, Wesley bursts in with the wetworks gang in tow. They throw a net over Angel and beat him with crowbars for a bit while Wesley unchains Faith. Later, Buffy returns to find Angel trussed up like a Christmas goose on the floor.
- Insult to Rocks: Angel grumbles that lecturing Faith is "like talking to a wall. Only you get more from a wall."
- Interplay of Sex and Violence: Faith throwing Xander on on the bed and straddling him. She kisses Xander forcefully, practically chewing on his bottom lip. "I could do anything to you right now," she says breathlessly as she starts to choke him.
- Interrogation Montage: Between Buffy and Faith when they're being interrogated by police over their whereabouts on the night the deputy Mayor of Sunnydale was killed (by Faith). Neither give the same answers, despite both claiming they were together.
- Kirk Summation: Buffy to Faith on the gangplank.
- Klingon Promotion: Faith replacing the late Mr. Trick.
- Last-Second Word Swap: Buffy enters the library, walking as if to the gallows. She calls for Giles, and he comes out to meet her by the check-out desk. As Buffy starts to say, "I know I've kept things from you before," Giles turns his head slightly as Faith comes out of his office, too. "—but, um, but I've been blowing off my classes. You know, in the sense of not attending."
- Let's Split Up, Gang!: Buffy, in a confab with Angel outside the mansion, decides to go pick up some of Faith's stuff. "That way she'll see we're on her side." And leave Angel without any backup. Oh well.
- Lonely Piano Piece: Angel's attempt to coax Faith from the dark side.
- Passive-Aggressive KombatGiles: If you ask me, there are better uses for the Slayers' time.Wesley: (snootily) Ah. But I don't believe I did. (holds the daily paper out to him) Ask you.Giles: (yanks the paper away) Considering the success of your previous adventure...
- Famous Last Words: Mr. Trick's wide-eyed indignance at the stake in his heart.Mr. Trick: Oh. No. No, this is no good at all...
- Minor Insult Meltdown: At Willow's house, Buffy wants to talk, and Willow is happy because she's been "letting things fester" and she wants to be "fester-free." Willow then admits jealousy at Buffy and Faith's "Slayers-only" attitude and grouses, "All of a sudden I'm not cool enough for you because I can't kill things with my bare hands." Buffy bursts into tears, shocking Willow, who hugs her close and frantically apologizes.Willow: "Don't cry. I'm sorry. I was too hard on you! Sometimes I unleash! I don't know my own strength!
- Must Let Them Get Away: Wesley letting Faith go free. Though in fairness, he did attempt to give her a faceful of wrench first.
- My Card: Detective Stein hands both Slayers his card, in case one decides to flip on the other.
- Nice Job Breaking It, Hero!: When Faith begins to go bad after staking the Deputy Mayor, Buffy and Giles plan to deal with it without alerting the Watcher's Council, but Wesley finds out anyway after eavesdropping on them and immediately calls in a special ops team to bring her in. In the process of doing so, he completely ruins Angel's attempts to get through to her just as he was beginning to succeed, setting off a sequence of events that lead to Faith becoming Mayor Wilkins' dragon.
- Not So Different: Angel claims that he and Faith are a lot alike.
- Faith challenges Buffy that she's frightened of her, because Faith represents her inner id.
- Nothing Is the Same Anymore: The Mayor and Faith are established as the main villains for the rest of the season.
- Nothing Personal: As Giles barks at Buffy to get in his office, Faith turns on her heels and grunts, "Um...sorry," before beating a hasty retreat.
Xander: Oh no! Why would I take offense to THAT?!
- Buffy very gently tries to break the news to Xander that Faith doesn't take her paramours seriously; in fact, "They're kind of a big joke to her. No offense."
- Oh, Crap!: Wilkins and Mr. Trick realizing that the Slayers saw them together. The Mayor feels that a more expedient solution than jail is needed here.
- Out with a Bang: Narrowly averted with Xander.
- Patrick Stewart Speech: Angel delivers one to a captive audience; namely, Faith."Time was, I thought humans existed just to hurt each other. But then I came here. And I found out that there are other types of people. People who genuinely wanted to do right."
- Pay Evil unto Evil: "We help people!," explodes Buffy, "It doesn't mean we can do whatever we want!" But Faith is unconvinced; she argues that Finch was a black hat.
- Perp Sweating / Two Scenes, One Dialogue: Buffy arrives home to find Detective Stein waiting for her. He questions her—and, separately, Faith— about their alibis. The answers are satisfyingly inconsistent.
- Pre-Mortem One-Liner: Trick makes to bite Buffy, gloating, "I hear once you go Slayer, you never go back!"
- "Psycho" Strings: Wilkins learning that Finch had wooden splinters in his wound.
- Rape Is a Special Kind of Evil: Just to show that enjoying killing is not enough and show that she has really become evil, Faith attempts to rape and kill Xander. It's so wrong former Mind Rapist Angel intervenes. With a baseball bat.
- Rule of Symbolism: Buffy sees Trick disappear into dust, revealing Faith standing in his place, foreshadowing her taking over the role of the Mayor's Dragon.
- Run for the Border: Faith still insists that everything is going to blow over; but if it doesn't, she can just skip town on a freighter.
- Save the Villain: Buffy notices a wooden crate which is about to fall on Faith and pushes her out of the way, taking the blow herself.
- Secret Identity: Wesley is surprised that Cordelia also knows Buffy is the Slayer. "Does everyone know about you?"Buffy: She's a friend.Cordelia: I wouldn't go that far.
- Sex Equals Love: Xander foolishly thinks that because Faith took his virginity, that they share some kind of connection. This time, she very nearly takes his life (in the same bed, no less).
- Spy Speak: Wesley calls the Council and asks to speak to Quentin Travers. The person on the other end of the phone asks for the password ("monkey"), and then makes him spell it.
- Swiss Cheese Security: The Mayor and Mr. Trick reviewing the security tapes, on which they Buffy and Faith skulking around their offices. Mr. Trick reassures the Mayor that "there was supposed to be a guard..."
- Teach Him Anger: Buffy again tries to talk to Faith, but Faith goads Buffy into punching her. Faith smiles wickedly; "That's my girl." That seems to drive something home to Buffy, who realizes that the line between herself and Faith could easily disappear if she let it.
- Tempting Fate: Angel sits down beside Faith on the floor, and seems like he's finally reaching her. "If you can trust us, Faith, this can all change. You don't have to disappear into the darkness." Cue Wesley.
- That Came Out Wrong:
- Giles suggests a one-on-one approach would work best on Faith. Xander immediately says "I can be the one, on her one!" and gets an odd look from Buffy. Though it was likely a Freudian Slip as well.
- At Faith's motel, Xander asks if he could come in, and after some uncomfortable banter, she accedes. He's got five minutes. "That's all I need," says Xander. "—For conversation!" he quickly amends.
- Too Kinky to Torture: Faith's slight overenthusiasm about being chained up. "Finally decided to tie me up, huh? I always knew you weren't really a one-Slayer guy."
- The Triple: Xander hints that he and Faith have spent some time together lately, and that "she seemed to be, uh, responsive." Buffy asks if they spent time talking. "Not extensively," admits Xander sheepishly.Buffy: [gets it] Oh.
[they all glance at Willow]
Willow: I don't need to say 'oh.' I got it before.
- Two-Part Episode
- Two Words: Added Emphasis: Wes is quite taken with Cordy, describing her "cheeky," but Faith deflates him by commenting, "Uh, first word: jail; second word: bait."
- The Unreveal: We never find out what Finch's intentions were. Was he working with the Elliminati to kill the Mayor, or trying to contact the Slayers? The Mayor is complaining that Finch left extensive records, so it was likely the latter.
- Villainous Demotivator: Wilkins explains that Finch left a paper-trail of their nefarious dealings. He fusses about not getting the chance to "scold" Finch for potentially betraying him.
- Trick attempts to soothe Wilkins with his promise that the Slayers won't be much of a threat in prison, but the Mayor feels that they don't have enough evidence to put 'em away. He menaces at Mr. Trick that he had better "come up with a more efficient solution."
- Villainous Rescue: On seeing Trick throttling Buffy, Faith is clearly tempted by the opportunity to do a runner, but she dusts Trick before he can chop on his prey. They lock eyes for a moment, with Buffy looking grateful and confused.
- Walk-In Chime-In: Wesley is obviously quite taken with Cordelia, and she flutters her eyes. Giles struts past him like a shark and mutters, "She's a student."
- Buffy, sticking up for Faith (again) protests that Angel was making headway with her; if they can just catch Wesley— "That's no longer an issue," declares Wesley, entering the library. Buffy gets exasperated with Wesley for ruining things yet again.
- Wham Line: "I guess that means you have a job opening."
- What the Hell, Hero?: Wesley gets one from all the Scoobies after he stupidly ruins Angel's attempt to redeem Faith.
- With Friends Like These...: Buffy, at the docks, tells Faith she's her friend. Not two minutes later, she is hitting her with a right cross for saying some things that are uncomfortably true.
- Who Watches the Watchmen?: A recurring theme in the episode, invoked in a discussion between Buffy and Faith on their responsibility as vigilante superheroes. As it turns out, there's an easy answer: The Watchers do. Duh.
- Wrench Whack: As he goes to untie Faith, Wesley spies a wrench on the floor. Unfortunately for him, Faith sees it, too.
- You Remind Me of X: Buffy seems dispirited and admits she didn't get a "bad-guy vibe" off the Mayor. Faith laughs and tells her she needs to learn about people: "Nine times out of ten, the face they're showing you is not the real one." Buffy snipes that Faith would know a lot about that, what with putting on a light-hearted show about her killing.
- You Have to Believe Me!: After Faith's lie, Buffy is frantic to get Giles to believe she didn't kill Finch, but after the events of "Revelations" she thinks she has little credibility with her ex-Watcher. However it turns out that Giles is putting on an act, aware that Faith is lying.