Directed by Michael Gershman
A young Potential, Shannon, is chased through the woods by Harbingers of Death. She accepts the assistance of a stranger driving a truck and is horrified to discover that she has fallen into a trap. The man, Caleb, terrifies her and burns his mark into her neck. He gives her a message for the Slayer, stabs her in the stomach, and forces her out of the car. Faith and Willow find the girl on their way back to Sunnydale and take her to the hospital.
At his apartment, Xander's erotic dream about a pair of teenage Potentials, Colleen and Caridad, is cut short when Rona wakes him up to fix the toilet. At the hospital, Faith asks Willow why the Scooby Gang failed to warn her about the threat of the Bringers, informing Willow that she had been attacked in prison. Faith leaves the hospital in search of Buffy, despite Willow's protestations that Faith should not approach Buffy alone. Faith witnesses Spike chasing a girl through a cemetery. Mistakenly believing that Spike has reverted to his old habits, Faith ignores his attempts to explain and attacks him. Buffy arrives to clear up the confusion, and the girl that Spike had been chasing, now in her vampire form, attacks Faith, who (borrowing a stake from Buffy) quickly slays her. Back at the house, Faith encounters a cold reception from both Dawn and Giles, and Spike explains that the tension is not all because of her. Meanwhile, the First Evil reveals Buffy's form to Caleb.
Andrew tries to bring the Potentials up to speed on Faith's history. While they are quick to point out that Faith had killed a vulcanologist, not a Vulcan, they watch Faith exercising in the back yard with fascination and curiosity. At the school, Buffy and Robin Wood revisit their previous discussion about Spike, and they agree that their alliance against The First Evil is more important than personal agendas. Robin fires her from her school job, emphasizing the need for her to focus on the mission.
When told that Shannon has come to from her injuries, In the Summers' home, Faith sneaks down into the basement for a cigarette and a moment away from the "wannabees" who, in her opinion, have had entirely too much coffee. Faith finds Spike in the basement, and they discuss their common dangerous pasts, as well as various sexual proclivities. Faith reminds him of their previous conversation, which had occurred when she was in Buffy's body. Spike acknowledges that she had made quite an impression at the time. He informs Faith of his relationship with Buffy, which greatly surprises her. Buffy comes downstairs and becomes visibly jealous to find them lounging on Spike's bed.
Buffy quickly leaves for the hospital. Shannon relates her experiences with Caleb. She tells Buffy of Caleb's message: He has something of Buffy's. Later at the house, Buffy tries to motivate the terrified Potentials to accompany her when she attacks Caleb (who, meanwhile, is re-enacting scenes of his past murders with the First Evil). Buffy, alone, is confident in her plan; Giles, Spike, her friends, and the Potentials all question her decision. Buffy and Faith, on a recon mission, follow a Bringer through the woods. They discuss Faith's intentions and her recent experiences with Angel before locating Caleb's stronghold in the old winery Shadow Valley Vineyards.
At the Summers' home, Xander directs the Potentials on the methods of attacking in battle. When Rona criticizes Buffy's intentions, Xander strongly defends his friend. Leaving Willow and Giles to stay behind to protect the more inexperienced girls, Buffy leads Spike, Faith, Xander, and the more experienced Potentials (including Kennedy, Molly, Rona, Chao-Ahn, Amanda, Dianne, and several others) to the Vineyard. They divide into two groups: An assault team and a back-up team. After an initial clash with the Bringers, Caleb appears and the entire attack quickly turns into a disaster. He has super-strength, quickly knocking aside Buffy and Spike, and breaking Rona's arm. Xander and Faith arrive with the back-up team, but Faith is soon knocked unconscious. Caleb kills Dianne and Molly, and an enraged Buffy is ready to fight on until Spike tells her they need to leave now. Xander starts to yell that everyone needs to get out, but is then attacked himself by Caleb, who gouges out Xander's eye with his thumb. Spike tackles Caleb, giving them enough time to get Xander and leave the vineyard.
Alone and distraught, Buffy leaves the injured girls and walks through the empty streets as Caleb tells the First, in Buffy's form, that their victory is imminent.
- Absentee Actor: Anya, though she did appear in a briefing scene that got cut.
- Attack Hello: Buffy greets her 'ole Slayer pal by punching her in the face.
- Bait-and-Switch: Lampshaded by Spike re Caleb setting a trap for them, Angelus style.
- Caleb is apparently being chatted up by a member of his congregation. He kills her instead of having sex with her. Then the 'victim' turns out to be the First.
- Blatant Lies: Buffy punches Faith in the face and claims rather insincerely that she didn't know it was her.
- Birds of a Feather: Spike and Faith. Over a cigarette they have a rather deep conversation, as they had both gone evil and are trying to reform, and trying to figure out just where they're at with Buffy. Between Faith talking about dressing as a schoolgirl and using a bullwhip on a guy (Spike says she can do better than that, and Faith scoffs at the whole dressing up gig) and a really vivid comment Faith made to Spike (as Buffy) it leads into Will They or Won't They? territory. Long incarceration.
- Averted with Angel, whom Spike vigorously denies being anything like.
- Buffy Speak: Spike is all repent-y.
- Faith borrowing Buffy's stake to dust a vampire happened when they first met in "Faith, Hope and Trick". Also "Dirty Girls" to the episode "Bad Girls" where the rift between Buffy and Faith first started.
- Caleb reveals that he's the one who blew up the Watcher's Council in "Never Leave Me".
- Faith killed a vulcanologist who'd inadvertently stumbled across a vulnerability of the Mayor in "Graduation Day, Part 1".
- The assassination attempt on Faith's life by a fellow prisoner happened in "Salvage". Faith took a trip inside Angel's mind in "Orpheus".
- The Scoobies suggest that Caleb could be trying to lure Buffy away from the others so they can be killed, a reference to Angelus using the same trick in "Becoming, Part 1".
- Faith mentions a famous event in "Who Are You?" where she sexually-taunted Spike while in Buffy's body.
- Faith has trouble believing that Buffy would engage in naughty sex games. Spike replies, "Oh you HAVE been away." One suspects that Ensouled!Spike has some fond memories of Season 6.
- Casual Kink / Whip It Good: Faith has a frank discussion of her kinky sex life with Spike.
- Catholic Schoolgirls Rule / Sexy Whatever Outfit: Lampshaded by Faith and Spike. Dawn wears a rather cute pleated skirt too.
- Chekhov's Gun: Caleb burns the mark of his ring into the neck of a Potential. The mark is used to identify a place Caleb has been before in the next episode.
- Cigarette of Anxiety: Faith, despite smoking being a universal sign of evil. Well, the Potentials acting like five year-olds was a bit much for her. And Buffy still wanting her dead. And trying to reconcile with a recently evil Willow.
- Comically Missing the Point: Andrew's exposition on Faith's FaceHeel Turn is overly dramatized but mostly correct... until he mistakes "volcanologist" for "Vulcan" and we see a flashback of Faith fighting Spock.
(Subtitled) "There is a girl in the backyard doing gymnastics"[Andrew nods seriously as if he understands]
- Faith attacking Spike because he's attacking a female vampire who looks like a typical Victim of the Week.
- Chao Ahn, as usual. After Andrew delivers a scary spiel about Faith, who's doing martial arts training on the lawn...
- Conveniently Timed Attack from Behind: A Bringer is about to stab a Potential when Xander puts an arrow through his arm.
- Curb-Stomp Battle: Caleb leaves Buffy unconsciously behind after a short battle that only lasts seconds, leaving to the question why he didn't finish her off for good.
- Daydream Surprise: Played for Laughs in Xander's fantasy; Played for Drama with Caleb's fantasy where with a little help from the First he recreates one of his past murders.
- The Devil Is a Loser: Caleb refers to Satan as a "little man" (at least, compared to his boss).
- Dominatrix: Faith has tendencies in this direction. She doesn't mind playing games with the boys "as long as they know who's on top."
- Downer Ending: Many potentials are dead and Xander just lost an eye. Though for Caleb, it's a happy one.
- The Dragon: Caleb — Sinister Minister, Serial Killer, and a Straw Misogynist who makes Warren Mears look tame.
- Emerging from the Shadows: Faith, and Buffy!First.
- Evil Wears Black: Caleb's Sinister Minister outfit. It's slimming.
- Eye Scream: Caleb gouges out Xander's left eye with his thumb.
- Fanservice Faux Fight: Xander is wakened from a dream of scantily clad Potential Slayers having a pillow fight, to the reality of the girls in frumpy pyjamas and bathrobes, complaining about a clogged toilet.
- Flashback Cut Montage: Andrew acts as Mr. Exposition to fill us in on Faith's past.
- Felony Misdemeanor: Faith saying that prison could be worse, then admitting that the last movie she saw was Glitter.
- Girl-on-Girl Is Hot: Parodied when Xander has a dream of all the teenage Potentials having a pillow fight in sexy lingerie... and is then woken up by Rona, wearing modest sleepwear and no make-up, complaining that the toilet's blocked again.
- Good Bad Girl: The new sitch back in Sunnydale causes some confusion when Faith is introduced to Spuffy.Faith: Are you protecting vampires? Are you the bad Slayer now? (frowns) Am I the good Slayer now?
- Green-Eyed Monster: Faith has a habit of going after Buffy's exes/boyfriends, so when Buffy walks downstairs to find Faith chatting it up with shirtless!Spike, she's a bit frosty over it.
- Hell-Bent for Leather: Spike recognises Faith from her famous leather pants. Plus the hot looks and the good right hook. Love at First Punch?
- Impaled Palm: Xander shoots a bringer through the hand with a crossbow.
- Ironic Echo:
- When Wood sacks Buffy from her job at the school because she no longer serves a useful purpose there, he adds with a touch of bitterness, "The mission is what matters."
- Caleb repeats Dawn's comment re Xander in "Potential" before gouging out his eye.
- Kung-Shui: LampshadedFaith: Whoa. Memory Lane. Same old house.
Buffy: Yeah, well, every piece of furniture's been destroyed and replaced since you left, so, actually, new house.
- Killed Off for Real: A Red Shirt named in the script as Dianne has her neck snapped by Caleb. Also Molly, stabbed by Caleb.
- Leeroy Jenkins: Giles wants to study this new enemy before charging in. Buffy wants to attack with large numbers, in the hope Caleb won't be expecting this — Faith has certainly no objection to the idea.
- Let's You and Him Fight: A quite amusing variation, where Spike and Faith fight because each is unaware of the other's HeelFace Turn.
- Male Gaze: According to the DVD Commentary this was used deliberately to show the various ways men objectify women.
- Mook Horror Show: For the female vampire running away from Spike.
- Must Not Die a Virgin: Parodied in Xander's Erotic Dream.Girl 1 (Caridad): I've never been with a man. I could die tomorrow, and I've never been with a man.
Xander: Well, uh?
Girl 2 (Colleen): I've never been with a man before either.
Girl 2: I've never been with her in front of a man before.
Girl 1: I've never been with her in front of a man, either.
Girl 1: Xander...
Girl 2: We're so scared.
Rona: Xander! Xander! Goddamnit!
Xander: (wakes up) What's going on? I was sleeping.
Rona: Dominique has the stomach flu, and the toilet bowl is backed up.
- Neck Snap: Caleb kills Dianne (one of the Potentials) this way.
- Not What It Looks Like: The chains on Spike's bed catch Faith's attention and Spike quickly assures her they're not there for any kinky reason.
- Buffy comes down to the basement and is not pleased to find Faith sitting on the bed with Shirtless!Spike and smoking. Faith seems to realize exactly what it looks like, and quickly puts some distance between them.
- Faith attacks Spike because he's chasing a girl in a graveyard. Of course the girl turns out to be a vampire too.
- Obligatory Joke: Spike tells Faith he's not evil any more.Faith: Please. Do you think I'm stupid?Spike: Well, yeah.
- Offhand Backhand: Caleb blocks a sword swung at his neck from behind, then snaps the neck of the Potential wielding it.
- Out-of-Character Moment: A really painful example Faith returns to Sunnydale and sees Spike (in full vamp mode) chasing after what appears to be a helpless woman. When Faith tries to stop him, Buffy defends Spike, and it's apparent that this is all a set-up for Faith to wonder if she suddenly became the good Slayer and Buffy became the evil one. After some resolution dialogue, Faith finds out that the woman is actually a vampire running from a now-fully-reformed Spike.
- Poor Communication Kills: Lampshaded by Faith, who points out that it would have been nice if someone had bothered to inform her that the Big Bad was trying to wipe out the Slayer line before someone tried to murder her in prison.
- Poorly Disguised Pilot: The interplay between Faith and Spike was meant to foreshadow a Faith spin-off which would have featured Spike.
- Punched Across the Room: Caleb to Buffy. Oh, Crap!.
- Punctuated Pounding: Spike slogging it out with Faith."STOP-HITTING-ME!"
- Raging Stiffie: After being woken from his Erotic Dream, Xander says he'll be along in a moment as he "has a cramp."
- Reality Ensues: Xander wakes up from a dream to find that sharing a house with dozens of attractive young women isn't as much fun as his fantasies would have him believe.
- Reformed, but Rejected: Buffy still holds a grudge after the things Faith had done. Subverted with Dawn giving Faith a Chilly Reception as they've never actually met — her resentment is based on False Memories.
- Reminiscing About Your Victims: The First shapeshifts into a past victim of Caleb so he can kill her again.
- Rousing Speech / Right Behind Me: Xander gives a speech to the Potentials about how great Buffy is; the camera angle changes to show that Buffy and Faith have been listening in to the whole thing.Faith: Damn! I had no idea you were that cool.
- Sacrificial Lamb / Dies Wide Open: Poor Molly.
- Schmuck Bait: Everyone tells Buffy she's walking into a trap, but she still goes in thinking her enemy won't be expecting her to bring a large force.
- Shaped Like ItselfAndrew: [Faith] wrapped evil around her like a large, evil Mexican serape.
- Ship Tease: Faith and Spike. At the time, Joss Whedon was trying to get a Faith spinoff off the ground, and apparently intended to have Spike on it.
- Sidetracked by the Analogy: For Caleb, the whole "drink for this is my blood" thing. What if someone ordered white wine?
- Stealth Insult: Buffy tells Giles to "help the girls who still need a teacher".
- Take That!:
- Faith says that prison could have been worse, then remembers that the last movie she watched there was Glitter. Cue Verbal Backspace as she claims it was as bad as it got.
- Xander's comment about Matthew Broderick killing a "big dumb lizard that was not the real Godzilla".
- This Is the Part Where... / Please, I Will Do Anything!: Caleb tormenting Shannon."Well, now, is this the part where you offer to do anything? Because I tried to make it clear; you got nothin' I want to explore."
- Verbal Backspace: "For years and years...or to be more accurate, months...Faith fought on the side of good."
- Wham Episode: Faith arrives in Sunnydale to help Buffy, and Caleb stabs Xander's eye out.
- The Worf Effect: Caleb takes down Buffy in one punch. Faith and Spike don't fare much better.
- You Fight Like a Cow: Buffy knocks Faith down. Faith quickly gets back up again.Faith: Luckily you still punch like you used to.