Directed by Joss Whedon
Ah, a graveyard. It's good to be home. A newly-risen vampire struggles to climb out of his grave. As he's almost free, he looks up, and the camera pans back through a pair of legs standing in front of him. Psych. It's Willow, sporting a new haircut and a sly smile.
Xander and Oz move in to assist. Oz, however, has a little trouble getting the wood out of his pants, and the vamp takes the opportunity to do a cool back-flip over Xander and escape. Oz suddenly recognizes the vamp as Andy Hoelich from the gymnastics team. Xander, fuming, chastises Willow for her cheesy line, but she defensively points out that Buffy always has a quip ready. Xander misses her punnage, and Willow admonishes him for breaking the "past-tense rule." Right, right; Buffy's due back any moment now.
Buffy wakes up. She walks to the window, and the camera pans out to reveal a street that's definitely on the wrong side of the tracks.
In the morning, Buffy, in pigtails and a checkered uniform, waits on a young couple who are canoodling. The girl is ex-vampire groupie "Chantarelle" (from "Lie to Me"), only looking much more like a Street Urchin. The lovers have matching tattoos that, when placed together, form a heart with their names on them: "Rickie" and "Lily." After reading Buffy's name tag, which says "ANNE," Lily wonders if they've met someplace before.
Meanwhile, Sunnydale High is rebooting for the new year. Oz was supposed to go to summer school but didn't, so he's repeating senior year (lucky us). Xander and Cordelia initially look happy to see each other again, but each is waiting for the other to make the first move. After some fumbled dialogue, they dart off in opposite directions. Giles continues his search to find Buffy. He gets off the phone and announces that he has a lead—a report of a young girl fighting vampires in Oakland. This is apparently not the first such lead they've had. Xander suspects they won't find Buffy unless she wants to be found.
Night. Buffy walks back from work. Lily calls to her, "Buffy?" She asks if Buffy recognizes her, and promises that she didn't tell anyone Buffy's identity. We learn for sure that Lily is homeless, and Buffy reveals that Anne is her middle name. Inevitably, Lily asks Buffy for some cash, but an old man shambles in between them. He creepily says, "I'm no one," and wanders out into the street before freezing like a deer in the headlights. Since he's actually in the headlights, Buffy races out and pushes him to safety, and gets hit by an SUV. A crowd forms around Buffy, but she recovers and quickly runs off. Rounding a corner, she runs right into a missionary, knocking a bunch of flyers out of his hand. As they gather them up, he introduces himself as Ken, and gives Buffy a flyer for a halfway house called "Family Home."
Lily finds Buffy at the diner. She tells Buffy that Rickie has disappeared, and begs her for help. Cut to a blood bank, where Lily exposits that she and Rickie went there the day before to score money (and cookies). Buffy asks a large female doctor if Rickie has come around. No sirree, bob. As they leave, the ominous music of "I'm Not Telling The Whole Story" plays over the doc's face. Out in the street, Buffy finds the old man whose life she saved the previous night lying dead in the gutter, having drunk drain cleaner. She kneels and turns his arm over, and finds the "Lily" tattoo. She realizes that Rickie has somehow been "drained" of his youth.
Buffy breaks the news to Lily, who doesn't take it very well; she accuses Buffy of bringing a monster along with her. Lily runs out of Buffy's apartment—straight into the arms of Ken. He invites her to come to Family Home, telling her that Rickie has already joined them. Meanwhile, at the blood bank, Buffy interrogates the doctor from earlier, who pleads that she just forwards "them" the names of the "healthy ones."
Cut to Ken preparing Lily, who's now wearing a smock, for a ceremony called a "Cleansing." Ken instructs Lily to kneel in front of an ink-black, rectangular pool. He explains that the pool is to "wash away the past." With motor oil? At the front door, Buffy's asking some goon if she can join up ("...I woke up, and I looked in the mirror and I thought, 'Hey! What's with all the sin?'"). When that doesn't work, she kicks the door open and finds Ken in the cleansing room...just in time for the tar to suck Lily into the pool.
Buffy tries to follow, but Ken tangles her up and they both fall in, right through the black pool and into a hellish-looking forge. Young men and women, all dressed in the same style of smock as Lily, working as slaves. Some are being whipped by demon guards. Ken reveals himself as a demon of some sort with a human face glued on, and sends his guards after the girls. The two are quickly caught and told that they will be living there for as long as they can serve as useful slaves. Time moves much more quickly in their current reality, which is why Rickie aged so many years while no time had passed on Earth.
Buffy, Lily, and several other kids are brought before a demon guard for orientation. He barks at the kids, "YOU ARE NO ONE NOW." Right. Let's practice. Demon Guard asks a boy at one end of the line who he is. The boy stammers, "Aaron." Wrong answer. Guard clocks him with a club. Buffy seems to steel herself at that. Lily's next in line: she cheeps, "No one!" Ding ding ding! You've been voted Most Likely Not To Get Clocked On The Head By A Demon Guard! Then it's Buffy's turn:
He tries to wallop her, but Buffy makes short work of the guards, and instructs the kids to follow her. Lily shepherds the kids out; they reach a large iron gate, which Buffy lifts up with Slayer strength. The kids go under it, and Buffy starts to go herself when Ken tackles her from behind. He bowls her over, and the gate crashes down, impaling him through both legs. The kids escape upward through the portal, while Buffy gives Ken her "pissed-off Gandhi" impression, bringing the club down on his skull.
Buffy's apartment. She offers to give Lily the tour, but only take two steps before announcing, "This concludes our tour." Buffy says the rent is paid up for the next three weeks, and that Lily can take over her shifts at the diner. Lily regards Buffy's diner uniform, and asks for permission to be "Anne". Aw.
Back at home, Joyce hesitantly answers the door again. She opens the door to find her daughter on the front steps. After a few moments, they hug.
Tropes present in the episode:
- Adventure Duo: Pint-Sized Powerhouse Buffy and lanky Cloudcuckoolander Lily.
- Art Shift: With better ratings came a bigger budget for the show; this episode was the first to be shot on larger-format 35mm film instead of the 16mm of the first two seasons, leading to a visible jump in image quality, particularly in nighttime scenes. Nerf Herder's theme tune has also been re-recorded in better quality and the logo in the opening credits is the iconic version used for the rest of the series (see Evolving Credits below).
- An Axe to Grind/Drop the Hammer: The guards take swings at Buffy with hand axes and blacksmith hammers.
- Another Dimension: The sweatshop ran by Ken and the rest of the demons is located in a Hell dimension accessible through a portal that appears as an oily pool.
- Answer Cut:
- Subverted when the Scoobies wonder where Buffy is. Cut to Buffy on a beautiful beach, but it's All Just a Dream.
- Played straight when Buffy demands to know who the nurse gave the names of the 'candidates' to. Cut to Ken.
- Aw, Look! They Really Do Love Each Other: Xander and Cordys communication.
- Badass Boast: Having fled Sunnydale, Buffy's trying to abandon everything of her life as the Slayer, even to the point of going by her middle name, Anne. Then she gets tricked into falling into a hell dimension where demons are using humans kidnapped from Earth as slaves. To each slave, the slaver asks "Who are you?" then beats the captive until they reply "Nobody". Then he reaches Buffy:Demon: Who are you?
Buffy I'm Buffy. The Vampire Slayer. And you are? [Cue Buffy single-handly bringing down the entire operation]
- Bad Habits: Ken the missionary.
- Bad Liar/Dirty Harriet: Buffy trying (and failing) to talk her way into Family House.Buffy: I'm-I'm dirty. I'm, I'm bad, with the sex, and the envy, and that loud music us kids listen to nowadays.
- Bad Samaritan: Ken "helps" the homeless and runaway kids by sending them to a Hell dimension where time runs much faster than it does on Earth. There, they are worked as slaves until they die of old age.
- The Bait: In Buffy's absence, the Scoobies had to work without her, and the role of bait gets passed to Cordelia. Subverted when Xander and Cordelia are too busy arguing over this, they fail to notice the vampire is sneaking up on Willow.
- Bait-and-Switch Comment: Buffy's romantic dream of Angel takes a dark turn.Buffy: Stay with me.Angel: Forever. That's the whole point. I'll never leave. (whispering into her ear) Not even if you kill me.
- Bare Your Midriff: Lily. Also the appropriately named Bellylove, the band singing at the Bronze.
- Be Careful What You Wish For: Ken's "The Reason You Suck" Speech to Buffy. He ridiculing her for running away from Sunnydale and her old identity trying to disappear. "Congratulations. You got your wish." Of course, Ken doesn't actually know who Buffy is, but the message is still effective nonetheless.
- Benevolent Architecture:
- In the foundry, Buffy climbs hand-over-hands up a rope chain to escape the mob of guards.
- The giant spiked gate which closes on Ken. Yeeowch.
- Between My Legs: Willow the Vampire Slayer.
- The Big Damn Kiss: The gag from "What's My Line" of swelling music when Cordelia and Xander kiss is repeated.
- Bond One-Liner:
- Brought to the attention of the audience when Willow tries to do a One-Liner and when it doesn't work out, she explains that Buffy always says something clever, and she thinks it throws the bad guys off their guard.
- "Hey Ken, wanna see my impression of Gandhi?" (SPLAT)Lily: Gandhi?
Buffy: (Beat) Well, you know, if he was really pissed off.
- Bookends: Willow and Buffy's nonsensical one-liners.
- Joyce answering her doorbell expectantly. She's afraid to leave the house in case Buffy calls or shows up.
- Bread, Eggs, Milk, Squick: Larry getting psyched up for the new football season.Larry: If we can focus, keep discipline, and not have quite as many mysterious deaths, Sunnydale is gonna rule!
- Break Them by Talking: As Buffy and Lily are stewing in a cell, Ken drops by to gloat through the prison bars. He taunts Lily about her boyfriend's suffering, then turns his attention to Buffy, ridiculing her for running away from her old identity—to disappear. "Congratulations. You got your wish."
- Brutal Honesty: As Buffy is rifling through some files at the blood bank, the nefarious doctor enters and demands to know what she's doing. Buffy: "Breaking into your office and going through your private files." Hee.
- Buffy Speak: Xander ordering Cordelia to go act "baity."
- Bull Seeing Red: When Xander first has the idea of using Cordy as bait, she's wearing red. However, on the night Cordelia is wearing blue, and the vampire sneaks up on redheaded Willow instead. This fits with the statement made in the upcoming episode "The Wish" that vampires are attracted to bright colors.
- Cannot Spit It Out: Xander and Cordelia in the hall.
- Carry a Big Stick/Gory Discretion Shot: Buffy splattering Ken's head.
- Chekhov's Gunman: On her way to work, Buffy passes a guy handing out leaflets to a homeless kid. Then we hear a plaintive "I'm no one," and Buffy sees a decrepit homeless woman lying in a doorway. Buffy looks perturbed, but thinks nothing of it.
- The City Narrows: Buffy finally tracks down Rickie, long since keeled over, in an abandoned warehouse full of hobos.
- Comedy as a Weapon/Pre-Asskicking One-LinerWillow: Well, the Slayer always says a pun, or a witty play on words, and I think it throws the vampires off and makes them frightened because I'm wisecracking. Okay, I didn't exactly have a chance to work on that one, but you try it all the time!
- Comically Missing the Point/Let's Split Up, Gang!: At the blood bank, Buffy thinks it would be best if she and Lily split up. Lily nods in agreement, then blankly asks, "Can I come with you?"
- "Okay, where did I lose you on the whole 'splitting up' thing?"
- Crash-Into Hello: Old!Rickie and Anne, unbeknownst to her. Her empty glare at the "rude" old man is definitely a case of Harsher in Hindsight.
- Buffy running headlong into Ken. He inquires after her well-being, and PSAs about kids on the street.
- Crapsack World: Smash Cut from Buffy's dream of her and Angel on a beautiful beach (in daylight) to Buffy alone in a rundown apartment with police cars screaming by outside.
- Cut His Heart Out with a Spoon/You Got Guts: Ken. "You got guts. I think I'd like to slice you open and play with them."
- Cut Phone Lines: Joan, the blood bank doctor, threatens to call the police, but Buffy, barely looking up, rips the phone out of the wall. Slayer strength!
- Diner Brawl: At the diner, Buffy waits on two trucker types. She instructs Trucker #1 to pay at the counter, and he offers to pay in trade, if you know what I mean. Trucker #2 slaps her behind as she walks away. She glares over her shoulder, and from the music we're meant to think an ass-kicking is imminent, but instead she keeps walking.
- Disposable Vagrant: Ken and his cronies prey on them.
- Dissimile: It seems Buffy has confused Gandhi with Teddy Roosevelt.
- Diving Save: Buffy pushing Old!Rickie out of a vehicle's path. Subverted in that Buffy is hit by the car instead.
- Does This Remind You of Anything?: Social issues covered by this episode include teenage runaways and sweatshops. There's also the presence of sexual harassment.
- Ken drops the anvil with this line: "This is not a good place for a kid to be. You get old fast out here." Becomes Harsher in Hindsight when we see what happens to Cordelia once she moves to LA.
- At one point in the battle with Ken's henchmen, Buffy wields both a hammer and a hunga munga, which kind of looks like a sickle. The factory setting, hard labor and symbols from the old Soviet Union may be a visual play on the spirit of workers rising up against their oppressors.
- When Buffy tells Lily that Rickie is dead, she mentions that it seemed like something "sucked the life out of him", that it was probably something in his blood, and that something like that could happen to anyone, even "good" people. The scene right before shows an HIV poster.
- Narrativewise: Buffy talking about something in his blood and how anything can happen to good people and how you just have to deal very much applies to her and Angel.
- The Drifters: Lily, Rickie, and "Anne" herself.
- The Door Slams You: When the people at Family Home try to shut the door in Undercover!Buffy's face, she kicks the door into him.
- Driven to Suicide: The used-up slaves who get spit back into our world. Rickie steps out in front of a car, then after Buffy saves him drinks a can of drain cleaner.
- Dual Wielding: Buffy, hammer and sickle axe in hand.
- Dull Eyes of Unhappiness: The homeless, the runaways, the slave workers — but most noticeably Buffy. When she has her She's Back moment, it's amazing how much her eyes light up.
- Everybody Was Kung-Fu Fighting: Lampshaded when the Scooby Gang are hunting vampires while Buffy's out of town and encounter a newborn vampire who hands them their asses in this fashion. When Xander, pissed-off, demands to know how the hell he learnt that stuff, Oz recognizes him as a former classmate who used to be captain of the gymnastics team.
- Evolving Credits: The iconic logo◊ debuts here.
- Evolving Music: A re-recorded version of the opening theme replaces the one from the first two seasons.
- Failed a Spot Check: Cordy and Xander bickering at each other, unaware that the vamp has singled out Willow. Like a well-oiled machine, these Scoobies.
- Family-Unfriendly Violence: Ken getting his legs nailed to the ground by the collapsing gate. But he did deserve it.
- Fatal Attractor: Xander's habit of falling for monsters is lampshaded by Cordelia.
- Fluffy the Terrible: Ken in human guise.
- Foreshadowing: For the Angel spin-off.
- Freeze-Frame Bonus: When Buffy walks out of Helen's Kitchen, Ken is already there handling flyers to the Family Home.
- Genuine Human Hide: The demon who asks the slaves "Who are you?" is wearing a mask made of skin, presumably human.
- Good Lips, Evil Jaws: Look how the same demon has no lips, thus leaving his teeth bare.
- Greasy Spoon: Helen's Kitchen.
- Half-Truth: Xander whines over how weak and uncoordinated the gang is without a Slayer.Oz: (defensively) I dunno, I think we're getting a rhythm down.
Xander: We're losing half the vamps.
Oz: Yeah, but...rhythmically.
- Hammer and Sickle: During the final fight in Ken's factory Buffy ends up wielding a hammer and a bladed weapon called a hunga-munga which looks enough like a sickle to complete the imagery.
- Holding Hands: When running from Ken and his guards, Buffy pulls Lily by the hand like a classic Damsel in Distress.
- Hypocritical Humor: When Buffy asks for their order, Rickie dumps some change on the table and asks what they can afford with that much.Lily: Can we get cake?Rickie: Don't be stupid. We gotta eat healthy. [to Buffy] You got any pie?
- I Can't Believe I'm Saying This: Xander: "I can't wait to see Cordelia. [horrified realization] I can't believe I can't wait to see Cordelia."
- I Have Many Names: Lily says that she's always changing her name; Chanterelle was part of her "exotic phase." Buffy informs her that chanterelle is a mushroom. Lily looks alarmed, and Buffy backpedals by telling her that it's an "exotic" mushroom. A less badass and more tragic version of this trope as it signifies Lily not finding an acceptable permanent identity.
- I Will Punish Your Friend for Your Failure: Ken holding a knife to Lily's throat and threatening to kill all the slaves if even one rebels.
- Idiot Ball:
- The Scoobies getting trounced by an undead gymnast.
- The demons releasing "used up" slaves into the streets instead of just killing them. That's just asking for one of them keeping it together enough to report to the police, or for the just-a-bus-ride-away Slayer / Watcher team to take an interest. It would have been much more sensible to just abduct the youths without leaving any witnesses.
- Impaled with Extreme Prejudice: Ken.
- Important Haircut: Buffy goes incognito as a strawberry blonde. Willow has cut her hair shorter, and now emulates the Slayer in hairstyle as well as dress.
- Incredibly Lame Fun: Willow wonders with excitement what their first homework assignment will be. In response to Xander's Double Take, she points out that he's excited over Cordelia. "We've all got issues."
- Institutional Apparel: The government-issue smocks given to those kids who are about to be "Cleansed."
- It Gets Easier: Buffy to Anne in the epilogue.
- It's Personal: Willow stubbornly defends her quips, but admits her choice of words was lame. Oz suggests this trope instead. "There's a reason why it's a classic."
- Just You and Me and My GUARDS!
- Karma Houdini: Joan, the hospital worker who was just giving the names of the healthy runaways.
- Kneel Before Zod: Played with; Lily is told to kneel before the pond, and Buffy (still suffering from head trauma) is thrown to the floor in front of the demon guard overseer.
- Lampshade Hanging: Willow, Oz and Xander hilariously subvert and discuss two main tropes: Pre-Asskicking One-Liner and Throwing Your Sword Always Works. For more hilarity, Buffy successfully pulls off both later on. It's probably because she's the Slayer.
- Latex Perfection: Ken's skin mask. "Do you have any idea how hard it is to glue that thing on?!"
- Leave Me Alone!: "Anne" doesn't want anyone to remind her of her role as the Slayer.
- Legitimate Businessmen's Social Club: The Family Home.
- Linked List Clue Methodology: Buffy discovers that the runaways have all been stamped "CANDIDATE" by the blood bank.
- Lint Value: Buffy is working as a waitress when two young runaways who spent all their money on matching tattoos deposit a handful of change on the table and ask if it will get them anything.
- Load-Bearing Boss: Ken. After Buffy returns with all the others, the black pool solidifies.
- The Lost Lenore: Angel to Buffy; even the sight of Lily and Richie smooching makes her envious.
- Made a Slave: The Family Home's true purpose.
- Madness Mantra: "I'm no one."
- Malaproper: Xander. "Look, I don't mean to poop the party here..."
- Male Gaze: We have a lingering shot of our heroine in a dress with her hair down, before we cut to Buffy in a candy-stripe waitress outfit and Dull Eyes of Unhappiness.
- Meaningful Echo: I'm no one.
- At hearing news of Rickie's death, Lily says despairingly, "But — he takes care of me." We can surmise that she's has spent years drifting from one 'protector' to the next. At the end, Lily (now "Anne") is resigned to standing on her own feet, but laments, "I'm not very good at taking care of myself."
- Middle Name Basis: Buffy goes by her middle name "Anne" while living in L.A.
- Mythology Gag: "Lily" and her boyfriend attempting to buy lunch at a diner by dumping a bunch of change onto the table. David Arquette and Luke Perry did the exact same thing in the Buffy feature film.
- Neutral Female: Subverted. Lily spends most of the episode completely useless, and during her and Buffy's daring escape from the demon world, she gets captured by the villain and threatened in order to stop Buffy from fighting. Then, in the middle of his villainous monologue, she pushes him off the balcony they're standing on.
- Never My Fault: Despite being the one who kicked Buffy out of the house at the end of Season 2, Joyce instead blames Giles for her daughter's disappearance.
- Not Allowed to Grow Up: Oz, doomed to repeat his Senior year of high school. Oh well, his loss is our gain.
- No OSHA Compliance: The original "fire and smoke factory". Justified as it is in a hell dimension, so de rigueur.
- Not So Weak: Lily. Just in time, too; she has no one but herself to rely on now. She later goes on to become a tough independent lady on Angel.
- Negated Moment of Awesome: Oz's stake whistles through the air for a short distance, then lands with a pitiful thunk.
- OOC Is Serious Business:
- Buffy refusing her calling and even a chance for gratuitous violence on the truck drivers.
- Oz with books? Something is horribly wrong.
- The Oner: During the first act, there's a 3:24 sequence of Sunnydale High humming with activity. It starts with Giles and Willow coming down the stairs in the library and ends with Xander and Cordelia's encounter in the lounge with nothing to say to each other. Smash Cut to Buffy sitting on her bed on in Los Angeles, contrasting all of the mayhem at school with Buffy's solitude. This long shot has been broken up in the syndicated versions, dampening the effect.
- "Open!" Says Me: We see the inside of the blood bank in dim light. A shadow appears outside the glass pane of the door. The doorknob rattles, then is ripped out of the frame. Slayer strength again!
- Parental Substitute: Giles tells Joyce that she shouldn't blame herself for Buffy's departure, but Joyce turns it around: "I blame you." Ooph.Joyce: You've been this huge influence on her, guiding her. You had this whole relationship with her behind my back. I feel like you've taken her away from me.
- Parting Words Regret: Joyce regrets her harsh words to Buffy in "Becoming".
- Percussive Therapy: Buffy feels a lot better once she starts kicking ass again.Buffy: Yeah, but it was fun.
- Perp Sweating: Buffy and the doc.
- Plot-Relevant Age-Up/Year Inside, Hour Outside: Time passing differently in alternate dimensions is introduced here; it will become more relevant with Angel's and later Buffy's return from the afterlife.
- Slightly inverted when Lily falls into the "cleansing pool." Buffy falls through a ten second later but Lily is still sitting there, holding her head. She should have been there a few days.
- Poorly Disguised Pilot: This episode has the dark-fantasy-LA setting, and much of the atmosphere and thematic content, of Angel. Notably a shot of a distraught woman standing by a roadside from this episode would be prominently featured in the title sequence of most seasons of Angel.
- Portal Pool: Ken's "cleansing" pool.
- Pre-Mortem One-Liner: "Hey, Ken, wanna see my impression of Gandhi?" Buffy rains the club down on his head. Lily is still trying to figure out the joke.Buffy: ...Well, you know, if he was really pissed off.
- Promotion to Opening Titles: Seth Green is now part of the opening credits.
- Punch-Clock Villain: Ken's stooge at the blood bank, Joan.
- Red Shirt: Rickie. Though his death was ultimately self-inflicted, the real cause was Family Home.
- Rescue Sex/Suggestive Collision: Xander comes at Andy Hoelich, stake ready, but is easily overpowered. Upon seeing Xander in distress, Cordelia's scorn immediately turns to concern, and she dogpiles on Andrew from behind. They end up with Andrew sandwiched between Xander on the bottom and Cordelia on the top. With Cordelia's weight on top of him, Andrew can't hold back the stake any longer, and he explodes into ashes. Cordelia falls down on top of Xander. The two of them look at each other for an instant, then grab each other and start kissing passionately.
- The Reveal:
- Ken assuring Lily that her boyfriend is safe and sound at his halfway house.
- Ken realizes who she is because he recognized the name from Ricky's tattoo.
- Rise from Your Grave: The opening shot is of the late lamented Andy Hoelich clambering out of his grave as a vampire.
- Rule of Symbolism: Buffy leads the trapped young people forced to work for a demon in an extradimensional factory in a revolt, she does so armed first with a hammer, then gets attacked by a demon guard with a sickle like weapon. She ends up Dual Wielding a hammer and a sickle - a long-standing Communist symbol, of the workers uniting and rising up against those exploiting them.
- The Runaway: Buffy, of course. Also implied to be the case with Lily. When Buffy asks what they call Lily "at home", Lily looks away with an expression that clearly says, "Home is where the sexual abuse is."
- Selective Obliviousness: Willow's "past-tense rule." She daydreams that Buffy will suddenly show up when school starts. Xander brings her back to reality: "She can't just show up; she got kicked out."
- She's Back: A brief trip to hell reminds Buffy of her purpose, and she returns to Sunnydale. This after getting kicked out of her house and killing her boyfriend, at the start of the episode she is hiding out in LA waiting tables.
- Shadow Archetype: Lily for Buffy — she was into vampires, she ran away from home and changed her name, she lost her lover in hell and now feels lost without him.
- Shaped Like Itself: Cordelia seems to have a feeble grasp on what being "bait" entails.Cordelia: What's the plan?Xander: The vampire attacks you.Cordelia: And then what?
- Shout-Out: Lily wears a white t-shirt that says, "Dent" and has a red heart with the words "Home of" visible inside the heart. This is most likely a nod to The Rocky Horror Picture Show, in which a billboard depicts a large red heart with the word "Denton" above it (Denton is the name of the town in which the film takes place) and the phrase "The Home of Happiness" inside it.
- Spanner in the Works: Ken thought he'd just grabbed one more runaway that nobody will miss or look for, who he planned on working to death with the rest of his slaves. He actually grabbed Buffy, and she brings his whole wretched world down around him.
- Spiritual Predecessor: The episode's Urban-Los Angeles setting and theme of a dark big city full of danger and evil wearing the mask of benevolence while preying on the weak, poor and lonely will be further explored in the spin-off Angel. A shot from this episode is even used in the Title Sequence of the aforementioned series.
- Star-Crossed Lovers: It goes without saying, Lily and Rickie.Ken: [to Lily] He forgot you. Took him a long time. He remembered your name years after he'd forgotten his own. But, in the end...
- Stock Footage: The montage depicting the teen runaways will be used again in the Angel pitch tape. The image of the teenage girl with the large skirt alone in the street will be used in the credits of Angel.
- Sue Donym: Buffy Anne Summers.
- Surprisingly Realistic Outcome:
- With Buffy gone, the Scoobies manage to slay some vampires, but in the most awkward, realistic way possible. When one runs away, Oz hurls a stake at it... and it bounces off a gravestone and lands pathetically on the ground a few feet away.
- Ken knocks Lily down and does a speech about how his realm is inescapable. Then she gets up and pushes him off the edge.
- Symbolism: While leading her workers' rebellion in hell, Buffy ends up fighting with a sickle in one hand and a hammer in the other. Beneath a huge angel statue.
- Tap on the Head: As Buffy and Lily gawk at the demon factory, Ken cheerfully reappears behind them and conks Buffy out with his club.
- Themed Tattoos: Lily and Rickie have tattoos that form the shape of a heart with their names on the halves when put together. This becomes a plot point later on in the episode when a dead old man is revealed to have Rickie's part of the tattoo.
- This Cannot Be!: "Humans don't fight back. Humans DON'T FIGHT BACK! That's HOW IT WORKS!!"
- Throwing Your Sword Always Works: Subverted with gusto. Dramatic music swells as Oz narrows his eyes and readies himself for a long-distance staking — but his arm is like a wet noodle, and the stake bounces harmlessly off a gravestone. ("That really never works.")
- Buffy later throws an ax-thing and nails a demon in the back. Justified as this is something called a hungamunga, which actually originated as a throwing weapon.
- Title Drop: Both the episode title and the show title made it in.
- Trailers Always Spoil: David Boreanaz still appears in the credits despite his character being killed the previous season. This gives away the fact that he will be brought back back from Hell. Until then, however, he only appears in Buffy's dreams.
- Tranquil Fury: Joyce's speech to Giles.
- The Triple: The doctor warns Buffy that she's in a whole lot of trouble. Lady, don't argue with a grouchy Slayer at 3am.
- A Truce While We Gawk: The guards holding Buffy freeze in place when Ken shouts his ultimatums. Lily pushes him from behind, and he falls screaming to the floor below. The guards holding Buffy just watch as he hits bottom with a loud thud.
- Try Not to Die: Willow thinks the gang's not doing so hot on patrol, but Giles is just happy they're all safe. Willow assures Giles that it's "part of our whole mission statement. 'Don't get killed.'"
- Vampire Vannabe: Giles returns from his false lead in Oakland ("Bunch of school kids in heavy mascara").
- Very False Advertising: Rickie ordering some peach pie. Buffy grouchily scribbles down the order, then snarks, "Can't guarantee there's a peach in it."
- Weirdness MagnetCordelia: [Xander] didn't meet anybody over the summer, did he? No, who's he gonna meet in Sunnydale, but monsters and stuff? But then again he's always been attracted to monsters...
- We Need a Distraction: The escaped kids hide under the stairs while Buffy and Lily hatch a plan: Buffy=diversion, Lily=get the kids to safety.
- Welcome to Hell: Ken warmly welcoming Buffy and her sidekick to his dimension.
- Later, when Lily wonders if they're in Hell, Ken waxes philosophic about Hell being "the total absence of hope."
- What Happened to the Mouse?: Did they somehow destroy the pool or just left it there hoping that it will never reopen again on its own?
- Year Inside, Hour Outside : Time in the demon's dimension worked this way. A hundred years on the inside only means a day on the outside.