Directed by James A Contner
People and cars crowd the streets as everyone in town rushes to escape the Hellmouth. Buffy spots Clem in his car on the way out of town and the two chat. Clem accidentally expresses his doubts that anyone can avert this particular apocalypse and suggests Buffy leave town this time. Buffy admits she probably should, and the two bid each other farewell.
A police officer gives Giles and Willow some paperwork on Caleb after Willow uses some mind control to convince the officer that they're with Interpol. As Willow and Giles leave, other cops present the officer with information on a fugitive loose in Sunnydale. At the hospital, Buffy relays information to Xander from the doctor's about his recovery and his expected return home that night, while Willow sits with him. Buffy takes the folder from the police and leaves to continue with Slayer work, despite the fact that Willow and Xander were somewhat expecting Buffy to stay.
Xander jokes with Willow about his injury and she tries to join in, but her resolve doesn't last long and she starts to cry. While Andrew draws pictures on a large sketch pad, Anya lectures the Potential Slayers about killing Turok-Hans and how difficult that will be for them, but the girls have their minds focused on the danger posed by Caleb. Kennedy and Amanda sneak up to the kitchen and talk with Faith about the lack of progress they're making with Caleb.
Buffy returns home with the police reports and divides it amongst Faith, Dawn, and the other girls for research. Dawn prods Buffy for information about Xander's condition, but Buffy has a hard time thinking about it, let alone talking about it. Kennedy mentions how Caleb was able to easily overpower Buffy, unintentionally making Buffy feel very guilty. Buffy takes the reminder badly and heads out to the school to pick up the rest of her belongings, sending the Potentials downstairs to be with the others and instructing Faith to lead the research effort.
The school has been mostly emptied and Buffy makes her way into Robin's office. She sees a picture of herself, Willow, and Xander and begins to cry, when Caleb emerges from the shadows and criticizes her tears. He brings up Xander and Buffy threatens to kill him if he goes near her friend again, but Caleb takes her threat as an invitation for more. He assures Buffy that she's got an important role in this future and they start to fight, but Caleb grabs Buffy by the throat and sends her flying through a glass window to land unconscious across the hall.
At the house, Dawn shows Giles several pictures she's found in her research. Giles spots Caleb's mark on the wall in a picture of a church in Gilroy. Spike is sent for and given the job of investigating this lead. To get Andrew out of the house, Giles sends him along with Spike, despite Spike's protests. To keep the Potentials busy while they wait for Spike and Buffy to return, Faith takes the girls to the Bronze for some dancing and partying fun. Buffy returns to find the girls gone, but Giles still there. He updates her on the latest and she doesn't take kindly to the fact that Spike was sent to investigate Caleb's potential home. She thinks Spike's the only one she's able to depend on, that the others are untrustworthy and then leaves to retrieve the Potentials and Faith from the Bronze.
Caleb returns to the Shadow Valley Vineyards and reports to the First Evil about his encounter with Buffy and boasts about the success he had in leading her right into another well-planned trap. At the Bronze, Faith takes an alcoholic beverage away from Amanda, and then returns to the dance floor where a group of police officers find her. Bypassing the questions of Dawn and the Potentials, Faith goes outside with the officers, where the men make it clear they intend to deal with her on their own rather than send her back to jail.
The men attack her with fists and battering sticks, while Faith tries to hold her own against them. One officer guards the door of the Bronze and keeps everyone inside while Faith is beaten up outside. The girls stand up for themselves and disarm the officer, then proceed outside to help Faith fend off the cops. Buffy arrives at the end of the fight and without waiting for an explanation, sends all the Potentials home, then turns to yell at Faith. Buffy argues with Faith about the decision to let the girls go to the Bronze, drink, and fight and the possible harm that could have come to the girls. Faith turns the table on Buffy by reminding her that Buffy led them into a dangerous situation and they didn't all come out fine, for which Buffy punches Faith. Meanwhile, Andrew rides on the back of Spike's motorcycle while they talk about onion blossoms, a conversation Spike wants no one else to know ever happened.
Faith sits on the porch and smokes as Robin arrives for the Scoobies meeting. They talk about Faith's newly acquired bruises and the issues they both have. Spike leads the way into the monastery with Andrew and they're attacked by a man bearing Caleb's burn mark on his face. Back at the house, Xander is guided inside and welcomed by his friends and the Potentials. Buffy talks to the whole group about what she's found out and announces that they need to go back to the cellar at the vineyard, an idea which everyone else is naturally horrified at, given what happened the previous time. Spike interrogates the man, a preacher, and persuades him to help them. The preacher shows Spike and Andrew about a secret room inside the monastery with words on the wall words that angered Caleb once he read them. Spike translates the words from the original Latin as they reference something that is only for "her" to hold.
Buffy continues to argue her point and the reasoning that Caleb is protecting something crucial at the vineyard, but no one agrees with her. Faith and Giles express their logical opposition and the Potentials jump in with attacks of Buffy's decisions. Willow questions Buffy's judgment and Anya informs Buffy how her Slayer powers don't earn her the right to be the sole leader, they just makes her more fortunate than the rest of them. Buffy stresses that she's the one in charge who has to make the decisions regardless of their opinions on the situation. Everyone else disagrees, and the idea is raised that Faith is a Slayer, too and maybe they should vote on who the leader is. Faith rejects the idea of taking over command, but questions whether Buffy could actually handle someone else taking the lead. Even Xander expresses his displeasure with Buffy's point of view. Buffy refuses to go along with the others, and so Dawn stands up and regretfully asks Buffy to leave, since she's unable to accept the overwhelming vote of everyone else.
Buffy leaves the house. Faith follows her outside and tries to let Buffy know this wasn't her idea. In tears, Buffy lets her know that it's her responsibility now and asks her to take care of them all.
- Actor Allusion: As Caleb threatens to take out Xander's other eye, Buffy gives Caleb a warning, stating she would "end you" to Caleb. This is a reference to a saying in Firefly in which the line "I will end you" and the like were frequently uttered by the characters, most notably by Nathan Fillion, who is now receiving the warning instead of giving it.
- Bait-and-Switch Comment: Buffy Passing the Torch to Faith after being given the boot.Faith: Hey. Look, I swear I didn't want it to go this wayBuffy: (sternly) Don't.Faith: I mean it, I—Buffy: Don't...be afraid to lead them.
- Buffy Speak: Faith is not "In Charge Chick". The police have gone all Hellmouthy.
- Brand X (In-Universe): While Xander is in the hospital Willow says "Let's order some cherry-flavored, off-brand gelatin". Justified Trope because that is what most hospitals actually serve.
- When Spike & Andrew are on the motorcycle, Andrew is wearing the same helmet and sitting in the same pose as when Dawn is on the bike with Spike in "Bargaining Part 2".
- To "Dead Man's Party" where the Scoobies publicly criticize Buffy for her actions. Unlike in that episode, all the listeners are in on the Masquerade and there's no conveniently-timed attack on the house to remind them of their Fire Forged Friendship, so the crisis is not resolved in Buffy's favour.
- Character Development: Faith doesn't return Buffy's punch because "other things matter more."
- Conflict Ball: The Potentials stage a coup voting for Faith to be put in charge instead of her after a perfect storm of failures is set up for Buffy and somehow all of the Scoobies have lost faith in her so none of them back her up (leading to Dawn of all people giving her the boot, which is particularly galling as the episode didn't give her an excuse to turn on Buffy like the other Scoobies). Faith herself seems utterly stunned by the turn of events, as she'd only raised the argument because she had a few issues with Buffy's tactics. Also Spike, Buffy's biggest supporter, is noticeably absent on a mission for the episode just so they can have everyone else turn on her (which he promptly calls them on when he returns). It's undone within two episodes, making it even more jarring.
- It could be argued that everyone involved had been dealing with an intensely dangerous and stressful situation for months (passage of time is unclear), and there were apparently 20-30 people living in a small 3-bedroom house at this point, leading to everyones' nerves being frayed. Now, why they decided to have that many people living in a tight confined space is unclear, especially when it was shown that Caleb had previously used explosives to destroy an entire building of their allies.....
- Continuity Nod:
- Clem talked of how delicious kittens were in his first appearance ("Life Serial").
- After losing his eye, Xander suggests wearing his pirate costume from "All The Way".
- Spike's liking for the flowering onion ("Crush").
- Faith stops Anya going on about her sex life by reminding her she had Xander first. Faith took Xander's virginity in "The Zeppo".
- Buffy accusing Faith of coming into her house and taking everything she has is a reference to the Grand Theft Me in Season 4 (plus her general Always Someone Better anxiety re Faith).
- Cool Aunt: Faith acts as cool aunt to the Potentials, playing against Buffy as the stern matriach.
- The Coup: The episode essentially ends in one. Buffy's judgement and leadership is questioned, resulting in an argument that ends with Buffy kicked out of her own house and replaced as leader by Faith.
- Creator Cameo: Nerf Herder, who provided the series' iconic theme tune, are the final band to play at the Bronze.Kennedy: What kind of band plays during an Apocalypse?
- Death Glare:
- Dawn to Rona when the latter gets bitchy. If looks could kill she would be dead, dead, D-E-A-D dead and buried in the ground.
- The look Andrew gives Faith after she eats the last hot pocket. Faith, on the other hand, doesn't even see him and being, well... Faith, likely didn't give a damn.
- Doomsayer: The Sunnydale police beat up a crazy guy who is shouting, "From beneath you it devours!"
- Dramatic Irony: Giles arguing with Buffy that the girls need time off at the Bronze — in the first few seasons it was always Buffy arguing with Giles that she needed time off from slaying.
- Dude, Not Funny!: Willow and Xander try to treat his missing eye with their usual Gallows Humor. It fails utterly.
- Et Tu, Brute?: Buffy shows this reaction multiple times as Willow, Xander and Dawn turn on her.
- Felony Misdemeanor: Faith eating the last Hot Pocket. Which Andrew had clearly labelled as his.
- First-Name Basis: Spike pointedly addresses Giles as "Rupert".
- Willow winces as she hears the police beating the homeless guy. After Giles and Willow walk off, two other cops arrive with a fax they've received on an unnamed fugitive.
- Faith and Wood meet for the first time, and make a connection that leads to their having sex in the next episode.
- Caleb appears to have been searching for something important in the Mission.
- Buffy realises that Caleb's presence at the vineyard means he is guarding something there.
- Anya notes that the Turok-Han can be killed by sunlight, but that it's moot since they won't come out into the sunlight. In the Grand Finale, Spike brings the sunlight down to them.
- Funny Background Event: While Anya gives her briefing to the Potentials, Andrew is behind her writing key words from her speech on The Big Board, plus some not-so-key ones like "break-up sex".
- The Glomp: Dawn to Xander when he returns home from hospital.
- Good Cop/Bad Cop: The priest at the Mission gets the treatment, with Spike as good cop and Andrew as a less-than-convincing bad cop.
- Gun Kata: Kennedy with a rather nifty move in flipping an evil cop's shotgun in his face, flipping it over and aiming it at him, before handily discarding it.
- A House Divided: Buffy argues that there can be only one leader; unfortunately the Potentials are challenging her leadership while the Scoobies believe she's lost her objectivity.
- Homoerotic Subtext: Andrew with his arms around Spike on his bike, discussing the delights of the flowering onion.Spike: (to Andrew) Tell anyone we had this conversation, and I'll bite you.
- Humiliation Conga: Buffy has to deal with her guilt over the disastrous raid on the vineyard, then she gets beaten unconscious by Caleb, then deposed as leader of the Scooby Gang.
- Hypocrite: Giles told Buffy to start acting like a general, while Wood told her that the mission is all that matters. She did both, yet both turn on her. Also, Willow, whose actions last year included getting addicted to magic and turning evil, questions Buffy's judgement.
- Idiot Ball: Our heroes running out of ideas to kill Caleb or the ubervamps. Over the years the Scooby Gang has used Outside The Box Tactics against impossible-to-kill enemies including a rocket launcher (which Buffy is shown to still have in "Him"), luring the target into a building primed with explosives (the Mayor in "Graduation Day"), an Enjoining Spell combining the essence of the Scooby Gang (Adam in "Primeval"), and a whole Chekhov's Armoury against Glory in "The Gift".
- I'll Kill You!: Buffy tells Caleb, "I will end you." He's not impressed.
- Indy Ploy: For once this doesn't impress anyone.Rona: You're being reckless.Buffy: What?Rona: You are! I don't even know you, and I can tell! You are so obsessed with beating Caleb, you are willing to jump into any plan without thinking.
- Jedi Mind Trick: Willow makes a police officer think that she and Giles are from Interpol; unfortunately the cop gets stuck in a loop and keeps asking Willow who she is.
- Jerkass Ball: Willow, Xander and Dawn turn on Buffy in the most under-handed way possible.
- Leader Wannabe: Anya calls out Buffy on her assumption that she's the only one who has the right to lead them. (Who's the wannabe? How about both?)"We don't know if you're actually better. I mean, you came into the world with certain advantages, sure. I mean, that's the legacy. But you didn't earn it. You didn't work for it. You've never had anybody come up to you and say you deserve these things more than anyone else. They were just handed to you. So that doesn't make you better than us. It makes you luckier than us."
- Let Us Never Speak of This Again: Spike threatens to bite Andrew if he ever mentions their flowering onion conversation.
- My Way or the Highway: Buffy says they need to be united, and she's not going to stay and watch Faith lead everyone into disaster. Dawns calls her on that statement.Dawn: Then you can't stay here. Buffy, I love you, but you were right. We have to be together on this. You can't be a part of it. (Buffy blinks her eyes in disbelief) So I need you to leave. I'm sorry, but this is my house, too.
- Neck Lift: Caleb lifts Buffy up with both hands, then throws her through an internal office window.
- Off to See the Wizard: Rona says, "Ding, dong, the witch is dead" when Buffy is ousted from the house.
- Older and Wiser: Before Faith had murdered, served as The Dragon for the Mayor, started Bar Brawls, tortured people and used a Grand Theft Me — now she looks out for the underage girls and stop them from drinking alcohol, doesn't retaliate when Buffy hits her, and is genuinely upset for Buffy when the others turn on her.
- Only the Chosen May Wield: "It is not for thee. It is for her alone to wield."
- Plot-Mandated Friendship Failure: All of Buffy's friends (including her own sister) remove her from leading them and kick her out of her own house after one bad mission that results in two dead Potentials and Xander losing an eye. Played With slightly in that Giles connived things so that Spike and Andrew were sent away for the day, likely so they wouldn't be there to take Buffy's side.
- Police Brutality: Justified as The First is influencing them; it sends the police to kill Faith.
- Reality Ensues: The Scoobies and Potential Slayers lose confidence in Buffy's leadership and mutiny against her, forcing her out of the house and appointing Faith as leader in her place on the logic that as the only other full-fledged Slayer, Faith is the most qualified for the job.
- The Resenter: During the climactic fallout, Buffy whirls on Faith and claims that she must enjoy "taking everything away from (her)" again. This may also be why Wood, Giles, and certain other Scoobies side against Buffy.
- Screw the War, We're Partying!: Faith realises the Potentials need to chill out, so she takes them to the Bronze.
- Screw This, I'm Outta Here!: Clem leaves Sunnydale along with most of its population as the power of the The First grows.
- Shoot Out The Clowns: Spike and Andrew are conviniently out on a mission when the mutiny takes place.
- Sign of the Apocalypse: The Potentials point to the band playing in the Bronze (Nerf Herder, who provided the theme tune throughout the series) as a sign of the Apocalypse.
- Silence, You Fool!: Giles telling Andrew to shut up about the stolen Hot Pocket.
- Single Tear: After Buffy is thrown out of her own home by her friends.
- Suspiciously Specific Denial: Clem talking to Buffy."You can't swing a cat without hitting some kind of demonic activity. Not that I swing cats, or eatnope. Heh. Cuttin' way back. Cholesterolmorals. I mean, morals."
- Sunnydale Syndrome: Finally averted as virtually the entire population decides Screw This, I'm Outta Here!.
- Take That!: Xander tells Willow that, without one of his eyes, he'll never be forced into watching Jaws 3D again.
- Talk to the Fist: Buffy punches Faith when she mentions those killed on the vineyard mission.
- Too Much Information: Anya revealing that she had break-up sex with Xander in the basement. The Potentials sitting on the bed immediately remove themselves.
- Tranquil Fury: Giles telling Andrew to shut up about the stolen Hot Pocket.
- Unusually Uninteresting Sight: No-one takes notice of Clem the Loose Skinned Demon driving his red VW Beetle in broad daylight.
- Verbal Backspace: Also Clem."We've seen some bad stuff in this town before but, you know, this time, it's like it just seems different, more powerful. I don't think anyone's gonna be able to stop it. (catches himself) I mean, I'm sure you'll do fine. Complete confidence in you. Heh. Uh, if anyone can do it, you can, because you...rock! If you save the world, I'll come back, we'll have drinks. When! When, I mean...when you save the world."
- Kennedy musing on finding out how Caleb can render a Slayer helpless with one punch, when she thinks that's exactly what happened to Buffy she apologizes profusely for it.
- Wham Episode: After a series of repeated failures, the group kicks Buffy out of the house and makes Faith leader instead.
- What the Hell, Hero?: A number of events come together to ensure Buffy is deposed. The failure of the vineyard assault means the Potentials have lost confidence in Buffy's leadership and ass-kicking ability. Xander's trauma over losing an eye means his support (along with Willow's) is muted. Buffy's staunchest ally Spike is out of town. Wood and (most importantly) Giles also withhold their support, as they still resent Buffy favouring Spike over them. The Potentials resent their Red Shirt role and want some say in how they're going to risk their lives. Buffy makes matters worse by insisting they attack the vineyard again, but with no idea of how they're going to do things differently. Faith is available as an alternate (and more approachable) leader in the eyes of the Potentials, who have no first hand experience of her darker side; Kennedy and some others also see themselves in a leadership role. Buffy has alienated herself with her aloof and critical management style, and Xander is no longer willing to fill the gap. After having been beaten by Caleb twice, Buffy is doubting her own abilities, fails to come up with a workable plan for defeating him, is too paranoid about Faith to realise she's trying to help, and makes the mistake of trying to discuss matters with the Potentials and Scoobies at the same time, giving everyone a chance to gang up on her. The final kicker is Dawn asking her to leave; her reasons for turning against Buffy aren't clear, but may be because she still believes First!Joyce's warning about Big Sis in "Conversations With Dead People".
- Windmill Crusader: Giles finishes Faith's sentence "You got to give me something to fight, not..." with "windmills". Subverted when the next episode reveals that Buffy is proven right.