Directed by David Solmon
In Istanbul, a dark-haired girl is running, looking over her shoulder in fear. She's being chased by men in hooded cloaks. After a heated chase and a near escape they catch her. Two hooded figures hold her down, while a third figure raises an arched, shiny, silver dagger and stabs her.
Buffy is in Sunnydale training her sister on how to fight vampires. She instructs Dawn that fighting (and slaying) are about power. They discuss the fact that Sunnydale High has just reopened.
Meanwhile, Willow is studying with Giles in Westbury, England. She studies magic and meditation with a coven of Wiccans that Giles knows. They discuss Willow's powers, and how witchcraft is no longer a hobby or an addiction she can quit as the magic is now a part of her She is learning control, but feels frightened and distraught because she "killed people." Giles reassures her that she can be helped and become "Willow" again.
Xander is working construction at the new high school which Dawn is to attend. He shows Buffy his discovery that the Principal's office is right over the Hellmouth (where the library used to sit). Buffy follows Dawn into the school where she meets Principal Wood. She wanders into a bathroom, where she finds a talisman. A dead girl appears and threatens her, saying that Buffy was unable to protect her, and that she will not be able to protect Dawn either.
Anya is still in the vengeance business and is drinking coffee with fellow vengeance demon and friend Halfrek. Hallie tells Anya that the other demons are noticing a lack of quality in her work, and that "something big is coming."
Buffy tries to warn Dawn, but winds up only embarrassing her. Dawn then sees a similar dead student. She hurries to the bathroom where she meets Kit Holburn, who has also been seeing things. They are about to leave the bathroom when the floor caves in and they wind up in the high school basement. Willow, back in England, has had a vision. She saw "the earth's teeth" the Hellmouth. She tells Giles, who has taught her that everything is connected, that not everything that is connected to the earth is good.
Dawn and Kit run into another student in the basement, Carlos Trejo, who says he saw a dead janitor. They are soon confronted by the three dead people. The dead people tell them that everyone dies at Sunnydale, and they will be no different. Dawn calls Buffy on her new cell phone. Buffy descends into the basement to help Dawn, but cannot find her. Instead, she finds a deranged Spike holed up in a small room.
He has scratches around his heart which he explains as attempts to "cut it out." He is rambling incoherently, but tells Buffy that the dead students are not zombies or ghosts, but "manifest spirits" raised by a talisman. Buffy calls Xander, telling him to find and destroy the talisman. She then hears Dawn screaming, and runs to her rescue. She fights the spirits off as Xander wrestles with one. He breaks the talisman and the spirits disappear.
Buffy then sends Dawn, Kit, and Carlos off to class. Principal Wood is impressed that Buffy was able to convince Kit and Carlos to socialize and go to class, and says that they are the only two students with school records as large as Buffy's had been. He offers her a job working as a counselor at the school, and she gladly accepts. She wants to be able to keep an eye on her sister, the school, the Hellmouth, and the new principal.
Spike is now huddled in a corner in his basement room. He says that he had a speech to Buffy prepared, but she would not understand. A figure that appears to be Warren is seen pacing around him. He begins to give a speech about how great he is. He turns into Glory, then Adam, followed by Mayor Wilkins, Drusilla, and the Master - i.e. the Big Bads of each season. Each of them continues the speech, but each in their own particular voice and using their individual personalities and manner of speaking. The Master says, "It's not about right. It's not about wrong." He then transforms into Buffy and says, "It's about power."
- Actor Allusion: Dawn mentions that she loves to dance, just like Michelle Trachtenberg.
- Aesop Amnesia: Buffy is still letting her guard down around Spike (she turns her back on him several times even though he's clearly Not Himself) and lying to her friends about him.
- Alice Allusion: Principal Wood says, "Curiouser and curiouser".
- Anti Climax Cut:Buffy: Vampires, demons... they're nothing compared to what's coming.
Dawn: I know. I just can't believe it's back.
Buffy: Believe me, I thought I was long past it. I guess you never are. Just a few more days til it starts, and then we'll never know what's coming next.
[cut to the opening ceremony at the new Sunnydale High School]
- Arc Words: "It's about power." Buffy's words to Dawn when she's training her to fight vampires are repeated back to Spike by the First (manifesting as Buffy).
- Back for the Finale: The First Evil takes the form of each Big Bad we've encountered thus far: the Master, Adam, Glory, etc. Technically, Angelus is usually considered the true Big Bad of Season 2, but Drusilla represents that season here as David Boreanaz's show was on another network which limited his ability to cross over. Warren represents Season 6 although he was usurped as Big Bad by Dark Willow in the last few episodes (and the First can't appear as Willow, who hasn't died) and the writers often say that the struggles of real life are Season 6's true Big Bad.
- Badass Boast: Who better to do this than a line-up of past Big Bads?Spike: (babbling) The thing is...I had a speech. I learned it all. Oh, God. She won't understand, she won't understand.The First as Warren: Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl. Sugar and spice and everything...useless unless you're baking. I'm more than that. More than flesh—The First as Glory: —more than blood. I'm...you know, I honestly don't think there's a human word fabulous enough for me. Oh, my name will be on everyone's lips, assuming their lips haven't been torn off. But not just yet. That's alright, though—The First as Adam: —I can be patient. Everything is well within parameters. She's exactly where I want her to be. And so are you, Number 17. You're right where you belong.The First as the Mayor: (crouching next to Spike) So what'd you think? You'd get your soul back and everything'd be Jim Dandy? Soul's slipperier than a greased weasel. Why do you think I sold mine? (laughs) Well, you probably thought that you'd be your own man, and I respect that, but—The First as Drusilla: (touching Spike's face) —you never will. You'll always be mine. You'll always be in the dark with me, singing our little songs. You like our little songs, don't you? You've always liked them, right from the beginning. And that's where we're going—The First as the Master: (stands) —right back to the beginning. Not the Bang... not the Word... the true beginning. The next few months are going to be quite a ride. And I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic schmuck, if it hasn't sunk in already. Look at you. Trying to do what's right, just like her. You still don't get it. It's not about right, not about wrong...The First as Buffy: It's about power.
- Bait-and-Switch: Buffy fights her way through the spirits guarding the door she thinks Dawn is behind, only to find it opened by Spike who she hasn't seen since his Attempted Rape in "Seeing Red".
- Bad Liar: Buffy (as usual), but averted with Dawn who thinks up the 'bee in my eye" explanation for her Eye Scream on the spur of the moment. Apparently that delinquent behavior last year had a useful purpose after all.
- Brick Joke: A historical reference that actually takes two episodes spaced three seasons apart to complete. Anya has a throwaway line in "Superstar" describing the vengeance wishes she'd enact on wronged women's ex-boyfriends: "I'd wish he was a dog or ugly or in love with President McKinley or something." Three years later, chastising Anya for going soft, Halfrek says: "You were the single-most hard-core vengeance demon on the roster, and everybody knew it. Do I have to mention Mrs. Czolgosz?" President William McKinley was assassinated by a man named Leon Czolgosz.
- Buffy Speak: Willow says that the Earth is "not all good and pure and rootsy." Xander sees the hole in the toilet floor and says, "Woah! Contracty goodness."Robin: I've got to tell you, Miss Summers, I think you belong here.Buffy: Hamnoo?!?
- The Can Kicked Him: The spirits of a dead nerd, a female teenager and a janitor haunting inside a talisman in the bathroom.
- Cat Scare: Buffy startled by Carlos throwing the basketball. Dawn and Kit running into Carlos.
- Character Development: The main characters, especially Buffy, Xander, and Dawn, are acting a lot more mature than last year. Willow's old self is shining through as well. Spike and Anya however are feeling the pressure without the support of their old friends.
- Chekhov's Gun:
- The gift-wrapped 'weapon' Buffy gives Dawn. It's an entirely practical cellphone.
- Season 7 opens with the murder of a Potential Slayer.
- Circling Monologue: The First Evil speaks to Spike while circling him...and while shifting forms between the previous vilains and, at the end, Buffy herself.
- Comes Great Responsibility: Willow is being taught control of her powers rather than abstination as she cannot rid herself of the powers she absorbed and must learn to control and live with them.
- Continuity Cavalcade: The First torments Spike while shifting into the Big Bads of the previous seasons (choosing Warren for Season 6note and Drusilla for Season 2note ), in reverse order.
- Continuity Nod: Buffy missed the heart the first time she staked a vampire. Spike raving about being caned after dropping his slate in the water is a reference to his origins in the Victorian era.
- Creator In-Joke: In her intervention over Anya's lackluster vengeance, Halfrek praises Anya's previous hard-core performance as a vengeance demon, saying "Do I have to mention Mrs. Czolgosz?" This is exceptionally obscure in-joke directed at Jane Espenson, who wrote a joke in "Superstar" about Anyanka making a male victim fall in love with President McKinley. Leon Czolgosz assassinated President McKinley. The joke was a little too obscure; Espenson didn't catch it.
- Creepy Basement: Where Buffy finds the ensouled Spike.
- Daydream Surprise: The boy next to Dawn asks to borrow a pencil. Suddenly he's a zombie jabbing the pencil into her eye.
- Deadpan Snarker: Dawn has dropped the whiny-ness and reverted to good 'ole Summers snarkiness."I planned to get killed, come back as a vampire, and bite you."
- Description Cut: From Giles saying "In the end, we all are who we are, no matter how much we may appear to have changed" to Xander back in Sunnydale in a suit and tie, getting out of an expensive car.
- Designated Parents: Xander as the bread-winning Dad, Buffy with her Mom hair, and Dawn as the kid. Unfortunately Xander is still recovering from the Anya disaster, so the Ship Tease implications of this haven't occurred to him.
- Duck!: Buffy gets this seconds after she finds out that Spike is back, insane, and living in the school basement.Spike: Buffy, duck.Buffy: What? Duck? There's a duck? (zombie hits her over the head with a pipe)
- Easily Forgiven: After murdering Warren and Rack, trying to kill her friends, and attempting to bring about The End of the World as We Know It, Giles has taken Willow to the coven in Devon.
- Even the Subtitler Is Stumped: Halfrek references "Mrs Czolgosz" when talking to Anya (see "Creator In Joke"). The subtitles on DisneyPlus spell this as "Cholgash"
- Everybody Was Kung-Fu Fighting: Lampshaded:Dawn: But he's new! He doesn't know his strength, he might not know all those fancy martial arts skills they inevitably seem to pick up.
- Expecting Someone Taller: When Buffy meets Principal Woods for the first time:So you're the new principal. I expected you to be more... aged.
- Expository Hairstyle Change: Spike with Crazy Hair.
- Eye Scream: A manifest spirit stabs Dawn in the eye with a pencil. Fortunately, it disappears and she's unhurt.
- Failed Attempt at Drama: Mentor!Buffy is giving Dawn a dramatic speech (with accompanying dramatic music) about how dangerous the vampire just breaking out of the soil is...Musicalis Interruptus as the vamp in question interrupts to ask for a helping hand, as he's got his foot stuck on a root. After Buffy frees the vampire he snarls evilly that it's the last thing she'll ever do, only to revert to a squeak as Buffy grabs his throat and points out that he really doesn't want to mess with a Slayer.
- Spike tells Buffy "it's just the three of us" in his hideout.
- Principal Wood already knows about Buffy having read her file, but mistakes her for Dawn's mother.
- Halfrek's warning causes Anya to overcompensate in her wish-granting. The results are seen in "Beneath You".
- Willow believes she's not getting the punishment she deserves. This sets up "Same Time, Same Place".
- "It's about power. Who's got it. Who knows how to use it." The power and responsibilities of the Slayer are a major theme of the season.
- Get Out!: Zombie!Janitor shouts "Get out. Get out. Get out!" to Buffy in the toilet (if only he'd said it to Dawn it would have been a great Ironic Echo).
- Generation Xerox: Dawn, Kit, and Carlos (with Buffy as their mentor) are not-so-subtle references to Buffy, Willow, Xander, and Giles, respectively. Unfortunately, Kit and Carlos disappear immediately after this episode, with the implications that they would form a new Scooby Gang at Sunnydale High never touched upon again.
- Gory Discretion Shot: The Istanbul Potential being knifed.
- Handbag of Hurt: Dawn improvises a weapon from a handbag and a couple of bricks. On the commentary, Joss Whedon refers to it as "Bag fu."
- I Just Want to Be Normal: Giles asks Willow if she wants to be punished. Willow says she wants the power she has taken out of her. "I just want to be Willow."
- I Love the Dead: Buffy Lampshades her own... affinity for vampires when one of the zombie ghosts claims he wants Dawn to be his girlfriend, pointing out that she's the only Summers girl who dates dead guys.
- I Need to Go Iron My Dog: Three dogs in fact. All dead. Principal Wood is appropriately shocked.
- In the Hood: The episode opens with hooded men chasing and murdering a young woman in Instanbul.
- Improvised Weapon: Buffy tells Dawn to find a weapon. Carlos finds two bricks, Dawn places them in Kit's bag, and Buffy swings it to good effect. On the commentary, Joss Whedon refers to it as "Bag fu."
- Is That Cute Kid Yours?: Buffy is mistaken for Dawn's mother despite only being four years older than her (biologically). Naturally, she's a little disturbed.It's my hair. I-I have mom-hair.
- The Last of These Is Not Like the Others: Buffy warns Dawn to be on the lookout for hyena people, lizard-like athletes, and invisible people. Dawn points out that keeping an eye out for the latter is rather difficult.
- Laughing Mad: Spike when Buffy asks if he's real — it's not until the very end of the episode that we see why Buffy asking him this question would provoke such a reaction.
- Leaning on the Fourth Wall: Dawn says that as the vampire she's facing is new so "he might not know all those fancy martial arts skills they inevitably seem to pick up." She also points out that she's taller than her sister when Buffy calls her "a little woman".
- Limited Social Circle: Anya accuses Halfrek of doing an "intervention" and says if that's the case shouldn't all her demon friends be here? Halfrek says pointedly, "They are."
- Literal Genie: Averted by Anya.Halfrek: Waitress downtown wished her husband was a frog? You made him French.
- Ma'am Shock: Principal Wood mistakes Buffy for Dawn's mother, causing Buffy to check to see if she's got "Mum hair". After his life is saved, Carlos calls her "the coolest mom ever", causing Buffy to check her hair again.
- My Significance Sense Is Tingling: Willow can feel the Hellmouth flexing its chompers all the way from England.
- Not Named in Opening Credits: Each of the six previous Big Bads — see Continuity Cavalcade.
- Not Himself: Spike has gone insane, and it's not just his newfound soul that's the culprit.
- Not so Dire:Buffy: Vampires, demons... they're nothing compared to what's coming.Dawn: I know. I just can't believe it's back.Buffy: Believe me, I thought I was long past it. I guess you never are. Just a few more days 'til it starts. Then we'll never know what's coming next.Anti Climax Cut to Principal Wood opening the new Sunnydale High School.
- No Sympathy: Buffy has no patience or kind words for the revenants whose deaths are laid at her feet.
- Off with His Head!: Buffy killing Dawn's 'training vampire'.
- Our Zombies Are Different: These ones can pull a Stealth Hi/Bye, yet Buffy can hit them so they can't be ghosts.Spike: Manifest spirits controlled by a talisman, raised to seek vengeance. A 4-year-old could figure it.
- Poke the Poodle: Halfrek warns Anya that she's being perceived as doing this, and now is not a good time in the demon world to be seen as anything other than evil.
- Pun: The Resentful Dead guys.
- Real Life Writes the Plot: When the First impersonates the Mayor, he leans down to talk to Spike. This is due to the fact that Harry Groener wasn't available to shoot the scene with the other actors, so he was added in later.
- Repeat After Me: The zombie janitor is attacking Dawn.Zombie Janitor: You can thank your sister for this.Buffy enters and kicks zombie butt.Dawn: Thanks, sis.
- Scenery Porn: The green fields of Westbury, England. Plus there's Giles on a horse!
- Self-Deprecation: Xander says that being popular isn't so great... or so he read in books.
- Self-Harm: Spike has scars on his chest from where he tried to 'cut out' his soul.
- Shapeshifting: The First morphs through a Rogues Gallery Showcase while Circling And Monologuing.
- Smash Cut: From the Potential being killed to Buffy saying, "It's about power."
- Sunnydale Syndrome: And How To Not Let It Kill You.Kit: (seeing a zombie walking towards them) It's not real.Dawn: Lesson One — It's always real.
- Super Cell Reception: Dawn's cell phone.Dawn: Isn't this reception amazing? I'm in the freakin' basement!
- Take That!: Dawn is a fan of Britney Spears' early work before she sold out. That is her finger painting and macaroni art before she started singing.
- Teach Me How To Fight: Buffy is teaching Dawn how to fight vampires, using an actual vampire. She doesn't intervene until Dawn is in imminent danger of being eaten.
- Terrible Trio: The trio of malevolent ghosts (simply credited as Dead Girl, Dead Nerd, and Dead Janitor) haunting the rebuilt Sunnydale High.
- Training the Gift of Magic: Giles going all Dumbledore on Willow.
- The Triple:Buffy: You have everything? Books, lunch, stakes?Dawn: Checked thrice.
Dawn: I know! — 'You never know what's coming'. 'The stake is not the power'. To Serve Man is a cookbook.
- Later when Buffy keeps fussing...
- Unusually Uninteresting Sight: Spike watching zombies pound on Buffy.Spike: No visitors today. Terribly busy.
- Wham Line: At the end of the Continuity Cavalcade of the First Evil taking on the form of the show's various Big Bads, it ends in the guise of Buffy herself.First!Buffy: It's about power.
- What Happened to the Mouse?: Despite the implication that Carlos and Kit will join with Dawn to form their own Scooby Gang, we don't see them again - Dawn starts her segment of "Conversations With Dead People" mid-call with Kit, but she doesn't actually appear. Carlos suffers from Chuck Cunningham Syndrome and is never ever mentioned again.
- You Wouldn't Like Me When I'm Angry!:Dawn: What do [the zombies] want?Buffy: So far, to piss me off.Dawn: Please tell me it's working.Buffy: Oh, I'm damage bound.