Buffy patrols and runs into Spike who wants to talk about their kiss. Teeth, a demon loan shark (with a shark's head), confronts Spike about his kitten debt, but Buffy steps in and takes care of the thugs looking to beat 40 Siamese out of Spike. Willow, Xander, Anya, and Tara talk about calling Buffy back from Heaven and their feelings in the aftermath of the revelation. While the other three agree they need to stop thinking about their past actions and just try to make things better for Buffy, but Willow (feeling very guilty over destroying Buffy's peaceful afterlife) isn't receptive to this and suggests fixing the mess with a spell. Sensing the tension, Xander and Anya leave as Tara confronts Willow about her excessive and damaging use of magic. Willow suggests making Buffy forget about being in heaven, but Tara reveals she knows a memory-spell was used on her and lets Willow know how furious and violated she feels. Tara then decides that things aren't working between them at the moment and starts to break up with her girlfriend, however Willow is desperate not to lose her and offers to go a month without magic to prove that she is not dependent. Tara asks her to try for a week, but doesn't promise that this will save the relationship.
Giles informs Buffy that he is returning to England for good and Buffy takes the news very badly. He knows she is too dependent on him and he must leave if she's ever going to learn to survive on her own. She begs him to stay, telling him she can learn to stand on her own with him around. Giles stands firm, assuring her he's doing the right thing but Buffy, deeply hurt and angry that her Watcher is seemingly abandoning her when she needs him most, tells him he's wrong.
Without her magic, Willow is late getting ready to leave the house so Tara and Dawn Summers leave for the Magic Box without her. As soon as they're gone, Willow uses magic to get dressed quickly and starts another spell by the fireplace that will make Tara and Buffy forget the damages of the spells Willow used on them. In her rush, she accidentally leaves a bag of the Lethe's Bramble by the fireplace.
The whole gang, including a disguised Spike on the run from the loan shark, gather at the Magic Box during the day. Giles confesses that he is leaving and Buffy begins to have an emotional breakdown, unable to cope with her painful memories and the feeling that everyone is abandoning her. Willow has a crystal in her pocket that was used with her forgetting spell and it glows brightly in her hand. However, back at the Summers' house, a spark from the fireplace ignites the entire bag of Lethe's Bramble. Instead of just Buffy and Tara forgetting their recent upsets, the entire gang falls unconscious. They wake up later that evening with absolutely no knowledge of who or where they are. Spike suspects Giles is his father (because they're both English) and Anya assumes she's getting married to Giles (because they jointly own the magic shop). Alexander, Willow, Anya, Giles, and Tara get their names from their IDs, and Dawn gets hers from her necklace. Buffy names herself Joan, and Spike mistakenly assumes the name Randy from the inside of his stolen coat is his name.
A couple of vampires outside the shop scare the entire gang and they hide in fear. Looking for Spike to repay his debt, the vampires attack the shop. Joan discovers she's a superhero of some sort when she stakes one of the vampires and saves Randy. Anya and Giles stay at the magic shop while Joan and Randy run outside to fight off the vampires. Randy unknowingly assumes his vampire visage to fight off the vampire thugs, which sends Joan running away in fear.
The rest of the Scoobies retreat to the sewers but they encounter vampires down there too. Anya turns to a random page in a book and reads the incantation there, which causes a bunny to appear and frighten her. Joan attacks Randy when he catches up with her and informs him that he's a vampire. He's confused by it, but assumes that he's a good, noble vampire — a vampire with a soul — because he doesn't want to bite her (Joan thinks the idea of a vampire with a soul is incredibly lame). The loan shark and his minions attack the two and a fight ensues.
Anya continues to try random spells, which makes many more bunnies, a dark green cloud to form inside the shop, and a skeletal beast to appear. Giles and Anya fight while hiding behind the counter and Giles reveals that he found a one-way plane ticket in his pocket for London, assuming he must be abandoning Anya. Anya begs him not to leave her and they kiss passionately. Eventually, Giles casts a banishing spell to remove the bunnies, the skeletal beast and the green fog. Xander (or Alex, as Dawn calls him) fights with the vampire chasing them in the sewers, finally staking it, and then accidentally steps on the crystal that fell from Willow's pocket. The breaking of the spell finds Giles and Anya kissing, Willow atop Tara after a fall, and Spike and Buffy deep in mid-action conversation.
Tara and the others realize that Willow used magic, despite her promise. The spell broken, Buffy is momentarily too stunned to duck a few painful hits. Spike finishes off the rest of the vampires and promises to make up his debt to the intimidated Teeth. While Willow cries in the bathroom, Tara packs all of her things into boxes; then, receiving a hurt cold shoulder from Dawn, she leaves. Full of grief, Giles takes his plane back to England. Spike finds Buffy at The Bronze, but she turns her face away and he stalks off. She doesn't let him get far though, and they kiss passionately beneath the stairs of The Bronze.
- Actor Allusion: Amnesiac!Spike has a dim view of Brits before realizing he's one himself, a cheeky reference to the fact that James Marsters is actually American.
- Adventure Duo: 'Randy' and 'Joan' form an instinctive fighting team, as we saw when Spike and Buffy first staked a vamp together in "Becoming, Part 2".
- Aesop Amnesia: Only some of the Scoobies have acknowledged the issues revealed in "Once More With Feeling". Giles leaves Buffy to force her to become independent. Tara gives Willow an ultimatum regarding her abuse of magic. Spike realises Buffy is emotionally vulnerable and starts pursuing her in earnest. Buffy however continues to deny her attraction to Spike, only to surrender to those feelings when she's depressed — a pattern that will continue throughout their Destructive Romance. Likewise Xander and Anya don't discuss the problems in their own relationship, which will have serious consequences down the line; ironic given that Xander started the whole thing to find out about those very issues.
- Affably Evil/Evil Is Hammy: Teeth, the shark-headed demon.
- All There in the Script: The name of the Loan Shark shark demon (Teeth) is not mentioned in the episode itself but in the script.
- Almost Kiss: Willow and Tara abort their kiss when their memories return and Tara realises Willow has broken her promise. Unfortunately Anya and Giles are right in the middle of a Big Damn Kiss when their memories return, much to their mutual embarrassment.
- Amnesia Danger: Teeth's vampire minions attack the Magic Box while everyone's memories have been erased, leaving them vulnerable.
- Amnesiac Costume Identity: Spike wakes up with amnesia in a stolen suit coat with a note addressed to "Randy" in the pocket. Being Spike, he immediately complains about the vulgarity of said name in British slang, but it sticks.
- Arbitrary Skepticism: Averted. Giles states that magic is all balderdash — until they find themselves facing vampires.
- Armed with Canon: Buffy riffing Angel.Spike: I must be a noble vampire. A good guy. On a mission of redemption. I help the hopeless!Buffy: How lame is that!
- Attack Hello: Buffy to Spike in the graveyard.
- #1: Buffy tells Spike she won't be kissing him, then appears to attack him in the cemetery. She was really knocking him out of the path of a wooden stake thrown by Teeth.
- #2: Buffy appears to snub Spike once more at the Bronze, but moments later we see them kissing passionately under the staircase.
- Bait-and-Switch Comment: After engaging in Snark-to-Snark Combat throughout the crisis, once the danger is over Giles apologies for his harsh words to Anya. As does Anya... for picking the wrong spellbook.
- The Big Damn Kiss: Giles and Anya with the rising music and... then their memories return.
- Bond One-Liner: Averted — Buffy is saying, "Don't mess with Joan the V—" when her memories return and she's punched in the face while reeling from a sudden dose of Heroic BSoD.
Spike: (staking a vampire) From dust (stakes another vampire) to dust.
- Played straight, though:
- Buffy Speak: Apparently unaffected by memory loss — Buffy says that none of them look hatchety-murdery. Willow notes she and Xander woke up all snuggly-wuggly.
- Break Her Heart to Save Her: A platonic love version, where Giles leaves the country to force Buffy to take charge of her life.Buffy: I can't do this without you.
Giles: You can. That's why I'm going. As long as I stay you'll always turn to me if there's something comes up that you feel that you can't handle, and I'll step in because, because ... (sighs) Because I can't bear to see you suffer.
- British EnglishSpike: Oh, listen to Mary Poppins. He's got his crust all stiff and upper with that nancy-boy accent. You Englishmen are always so... (stops and notices his own accent) Bloody hell! (ticks off on his fingers) Sodding, blimey, shagging, knickers, bollocks... oh God! I'm English!Giles: Welcome to the nancy tribe...Anya: "Loo, shag, brolly — what the hell is all that?"Giles: What? There's no way that you could remember me saying any of those words.
Anya: Oh, bugger off, you brolly.
- Amnesia!Xander and Willow think they are supposed to be together until: "And I think I'm kinda gay." Willow's Hilarious in Hindsight line from "Doppelgangland" after she meets her Evil Counterpart from a For Want of a Nail alternate timeline.
- Spike owes kittens to Teeth the loan shark, which we saw demons gambling for in "Life Serial".
- Also to Xander's dream in "Restless" — the "shark with feet, on land" and Spike being like a son to Giles, even to him wearing the same tweed suit.
- Cerebus Retcon: The memory loss is Played for Laughs for most of the episode, but takes a turn for the drama once everyone gets their memories back.
- Conversation Cut: After Buffy finds that Spike is a vampire, we cut to her rolling her eyes in exasperation as Spike paces up and down, pondering his existence.
- Corner of Woe: Willow sits on the bathroom floor crying as Tara packs her things and leaves.
- Curse Cut Short: When Buffy is grabbed by a vampire.Buffy: Get off me you son of a— (vampire hand covers her mouth)
- Deadpan Snarker: Smouldering!Spike bursts into the Magic Shop wearing a tweed suit and a floopy-earred cap.Spike: You need to give me asylum!Xander: I'll say.
- Later Giles says re the interruption, "Now that we've recovered from Spike's sartorial humor..."
- Dem Bones/Sword Fight: Giles swordfights a skeleton (likely a Shout-Out to Jason and the Argonauts.)
- Dissonant Laughter: Everyone gets their memories back and reverts to their previous depressed self, except for Xander who bursts out laughing. "Sorry, I just got back the memory of seeing King Ralph."
- Do Not Call Me "Paul": Since Xander called himself "Alexander" when he read his driver's license earlier, when Dawn tosses a stake to him in the sewer, she shouts, "Alex!"
- Later, when Anya is making up with Giles, she calls him "Rupy."
- Downer Ending: Willow and Tara break up. Giles goes back to England, causing Buffy to seek solace in Spike.
- Easy Amnesia: The Scoobies all lose their memories thanks to Willow's magical spell.
- Eek, a Bunny!!: Anya stands on a chair (and later a table) to escape the horrible cute bunnies she keeps creating.Giles: Come down, and we will go about fixing this in a sensible fashion!
Anya: Sensible! You think it's sensible for me to go down into that pit of cotton-top hell, and let them hippity-hop all over my vulnerable flesh?
- Embarrassing First Name: Spike (believing he's Giles' son)"RANDY Giles? Why not just call me Horny Giles? Or desperate-for-a-shag Giles? I KNEW there was a reason I hated you!"
- Fainting: Everyone passes out when the spell takes effect. Xander hits the floor again after their first encounter with vampires.
- Finish Dialogue in Unison: How Buffy and Dawn realise they are sisters.
- Spike thinking he's a vampire with a soul who helps the helpless — Spike will get a soul in a quest for redemption at the end of Season 6, and will cross over to Angel after Buffy the Vampire Slayer ends.
- Xander and Anya are the only couple under the memory loss to not show any romantic attraction (as Tara and Willow fall for each other again, as do Buffy and Spike). Foreshadows Xander eventually leaving her at the altar.
- Game Face: Spike's face scares Buffy until he convinces her he must be a Friendly Neighborhood Vampire.
- Give Me a Sword: Dawn throws a stake to Xander which he uses to dust the sewer vamp.
- Genius Bonus: "Tabula Rasa" means Blank Slate, and was used by John Locke to refer to people's minds before they learn anything or develop an identity
- Gut Feeling: Anya picks the wrong spellbook based on her 'intuition', which as the owner of a Magic Shop she must have. She assumes Giles is more the paperwork type.
- Hell-Bent for Leather: Buffy is wearing her tight brown leather pants when Spike comes sniffing around.
- Hypocritical Humor: Buffy's reaction to Spike thinking he's a vampire with a soul, given her past with Angel.Buffy: A vampire with a soul? Oh my God, how lame is that?
- Improvised Weapon: Buffy breaks off a mailbox post and stakes a vamp with it.
- I Need to Go Iron My Dog: Xander and Anya both say they have to answer the phone when Tara starts shouting at Willow.Xander: I'm gonna go get that ... phone you probably don't hear. High-pitched ring, ears like a dog.
- Instant Costume Change: Used to show Willow can't keep her promise not to use magic even in minor ways.
- Jumped at the Call: 'Joan' when she realises she has superpowers.
- Kissing Under the Influence: Buffy tries to write off the Big Spuffy Kiss in "Once More With Feeling" as this.
- Last-Second Word Swap: Spike referring to The Big Damn Kiss.Spike: "We kissed, you and me, all Gone With the Wind with the rising music and the rising...music."
- Like an Old Married Couple: Giles and Anya, because they believe they are one.
- Literally Falling in Love: Willow and Tara have sexual chemistry every time they get close to each other, causing Willow to muse, "I think I'm kinda gay." After a fight with a vampire causes them to fall on top of each other, they lean forward for a kiss... and then stop as they get their memories back.
- Loan Shark: Spoofed with a shark-headed demon in the 'debt collecting' business.
- He also wants to have a house in Bel Air with a generous sized swimming pool.
- Magic Misfire: Willow tries to selectively alter Buffy and Tara's memories, but instead completely mind-wipes the whole group.
- MalaproperDawn: Fine, that's your purgative.
- Man Hug: Giles insists on an extremely awkward hug with 'Randy' before he goes off to face the vampires.
- Mass "Oh, Crap!": All the characters collectively freak out (all in the same shot at once) at seeing two lowly vampires at the door, because they have forgotten they're badass demon hunters, providing us with this hilarious image◊.
- Meaningful Name: Amnesia!Buffy decides on Joan as a suitable name.
- Mid Life Crisis Car: Lampshaded by Spike, who accurately guesses at Giles' red BMW convertible.Spike: He's bound to have some kind of midlife crisis transport. Something red, shiny, shaped like a penis.
- Mood Whiplash:
- In-Universe when Buffy, Willow/Tara and Anya/Giles get their memories back.
- The episode is commonly described by fans as "either the saddest funny episode ever, or the funniest sad episode."
- Moral Event Horizon: In universe: if you listen to Willow casting the spell, you realise she's trying to wipe the memories of both Buffy and Tara. The latter was previously subjected to Mind Rape and uses this as a basis to leave Will.
- My God, What Have I Done?: The Scoobies' reaction in general upon discovering that they pulled Buffy out of Heaven.Willow: We took her away from that. We wrecked it for her.
Xander: We didn't wreck. We didn't know.
Willow: We didn't wanna know. We were so selfish. I was so selfish.
- The Nose KnowsVampire: I smell fear. And it smells good!
- Note to Self: Averted as none of them knew they were going to lose their memories, but later when Buffy gets high-kicked in the head she says, "Note to self — learn to duck."
- Nothing Is Scarier: Giles and Anya cower behind the counter at the Magic Box while an unseen creature roars away at them.
- Nothing Personal: After Buffy beats up his two mooks giving Spike a chance to escape, the demon shark-guy offers Buffy a job as a freelance debt collector.
- Never Trust a Trailer: The promo didn't mention the amnesia plot, instead implying that Giles would begin a relationship with Anya.
- Nice Hat: Spike's floppy-earred cap he uses to shield himself from the sunlight.
- Nice Job Breaking It, Hero!: Willow's spell causes Tara to break up with her, interrupts Buffy just as she's finally expressing her feelings on being yanked out of Heaven, and makes Buffy feel even worse after her moment of blissful ignorance. Giles and Tara also pick the worst possible time to leave — without their stabilizing influence Buffy, Dawn, and Willow all start going off the rails as the season continues.
- Oedipus Complex: Spike assumes he's Giles' son due to their British accents and feeling of mutual dislike.
- Please Don't Leave Me: Buffy to Giles after the Scoobies get their memories back.
- Pre-Asskicking One-Liner: The shark demon says he doesn't want to see anyone get hurt — then sends his henchvamps after Spike. Buffy says, "Then you'd better close your eyes" and knocks them both out.
- Put on a Bus: Tony Head ends his four-episode guest stint, and won't return until the end of the season.
- Punched Across the Room: How Spike discovers he has superpowers.
- Rescue RomanceBuffy: If I were to stop saving his life, it would simple things up so much.
- Say Your Prayers: Xander does this when faced with a vampire — which is a problem when you've forgotten which religion you follow.Now I'm not sure what I am so bear with me here. Now I lay me down to sleep, uh...Shema Israel, uh...om, om...
- Sealed with a Kiss: Buffy and Spike kiss at the end of the episode — she won't be able to write this one off as a spell.
- Sickly Green Glow/Dramatic Thunder: Anya's inept spellcasting leads to her being stuck between a floorful of fluffers and a ceiling covered in green glowing thunderclouds.
- Screams Like a Little Girl: Spike, who has fallen asleep lying on top of a shop counter as the result of the spell, rolls/falls off said shop counter with a girly scream.
- Screaming Woman: Averted with an equal opportunity Group Scream when the memory-wiped gang open the Magic Box door and find themselves facing a pair of vampires in Game Face.
- Shark Man: Teeth
- Sharp-Dressed Man: Spike's 'disguise'. The loan shark-man is impressed.
- Shown Their Work: See Genius Bonus
- Sleep Cute: Leads to several misunderstandings as to who's involved with whom.
- Snogging for Solace: Buffy ends up making out with Spike
- Stop Trick: The Willow instant clothes change scene.
- Suggestive Collision: Seconds after telling Spike she'll never touch him again, Buffy throws herself on top of Spike to save him from a hurled stake.
- Suspiciously Apropos Music: Michelle Branch appears on stage at the Bronze, singing her single "Goodbye to You" over a montage of Giles flying off for England and Tara packing her stuff and leaving Willow.
- Tempting Fate: Buffy really should know better. Maybe she did."I will never kiss you Spike. Never touch you. Ever! Ever again!"
- Threatening Shark: Teeth, the shark demon loan shark
- Tonight, Someone Kisses: Anya/Giles and Buffy/Spike.
- Took a Level in Badass: Xander faints on encountering the vampires, but by the end is engaging in Good Old Fisticuffs with one.
- That Didn't Happen: Anya and Giles get their memories back in the midst of The Big Damn Kiss. The next scene shows them refusing to look each other in the eye as they clean up the Magic Shop.
- Twisted Echo Cut: Willow asks Tara, "Are you saying you're going to leave me?" Cut to Giles saying "I have to" — presumably in response to the same question asked by Buffy.
- Violently Protective Girlfriend: Buffy first discovers she's a superhero when she stakes a vampire who's roughing up 'Randy'.
- We Will Meet Again: After Buffy stakes one henchvamp, the other runs out the door shouting, "The boss ain't gonna like this! I'll be back. And I won't be alone!" Clearly Buffy interfering fatally in a demon-vs-demon affair is regarded as a breach of criminal etiquette.
- What the Hell, Hero?: Tara gives Willow a serious tongue-lashing when she suggests using a spell to wipe Buffy's memories of Heaven rather than simply trying to make things better for Buffy, revealing that she knows that Willow previously performed a memory spell on her. Considering her Mind Rape at Glory's hands the previous season, Tara is not pleased that Willow would do something like that herself.
- You Got SpunkShark Demon: (re Buffy) She's funny. I like funny in a girl.
- You Must Be Cold: Xander gives his shirt to Willow, leading to some comical misunderstandings after they have their memories wiped.
- You Talk Too Much: Spike starts rambling on about their apparent Enemy Mine alliance against the Forces of Evil; no thought of him biting her or her staking him...Buffy: Depends how long you keep on yapping.