0:07 : The Alpert mausoleum, part of Buffy‘s standing cemetery set in the Mutant Enemy carpark, is seen for the first time in this episode.

2:58 : Mercedes McNab is back as Harmony. She was last seen in Out of Mind, Out of Sight, but the actress had been on set as recently as Surprise. Unfortunately, her scenes in that episode were cut. It’ll be almost another full year before we see her again in The Wish.

3:05 : Cordelia says that she’ll be in red and black at the dance – the same colours she said suited her best in Reptile Boy. And then she wore blue.

3:28 : Miss Beakman, who looks too nice to cheat, is played by actress Lorna Scott. She’s been in the business for decades and has appeared in many projects, far too many to list here. She can also be seen in dramas such as This Is Us and True Blood.

3:43 : Amy Madison also makes a return trip in this episode, another one-off appearance for the season. Elizabeth Anne Allen will reprise the role next in Gingerbread.

4:13 : Amy casts a spell to give Miss Beakman non-existent homework, proving she’s studied spells and is just as magical as her mother. This possibly suggests that magic can be inherited: the Fairweather sisters in Angel & Faith broadly hint at such a thing apparently being Giles’ true, pre-destined path – before his father forces him into the Watchers.

4:43 : Of course, Buffy remembers facing Catherine, which was in Witch. Her trophy was seen at the start of the previous episode.

6:54 : As the episodes go on, Spike’s injuries become less severe as he recovers. His facial scars are fading more here than they were in Innocence.

7:04 : The dangerous tension between Spike and Angelus is now continuous. Angelus insults and berates Spike, who usually is helpless to make a come back. It’s the first time we see Spike lose his bad boy persona – when his love is taken from him. It’s more proof that Spike, despite his soul, is capable of the emotion.

8:32 : Four Star Mary are back portraying Oz’s band Dingoes Ate My Baby, complete with returning Jason Hall as lead singer Devon McLeish, last seen in Inca Mummy Girl. The song they sing here is the excellent “Pain,” which featured on the first soundtrack album.

9:09 : Willow says that Oz has his ‘cool hair’ today. It’s now back to it’s natural hue of red; it’s been dark for the last few episodes, signifying Seth Green‘s filming of Austin Powers has ended.

12:18 : Cordelia, in her quite heart-breaking breaking-up speech says that she and Xander, quite simply, don’t ‘fit.’ Anya will tell him that they ‘ludicrously interlock’ in Season Four.

13:46 : Amy denies pulling the magical mojo on Ms. Beakman at the start of the episode – despite her clearly knowing Xander was behind her when she did it.

17:25 : When Amy conducts her spell, the magical power that emanates is the same colour as her mother’s magic in season one. Another hint of genetic magical inheritance?

19:16 : Buffy flirts with Xander, which takes him completely by surprise. They, briefly, had a complicated moment in Phases.

20:23 : Please note, the library doors are playing musical handles again in this episode, mainly for another joke later…

21:09 : The female student who approaches Xander, named Kate in the script, is played by Jennie Chester, who had frequented Beverley Hills 90210, also filmed in Torrance High.

21:25 : Although we’ve never seen any evidence that Xander can play his guitar (as in his Teacher’s Pet fantasy), there is one in his bedroom here.

21:34 : Also, note the X-Men poster on Xander’s wall. Apart from confirming he’s a comic book fan, it’s also a note that Buffy, as a character, was initially based on the profile of the X-Men’s Kitty Pryde, whom Joss Whedon was a fan of. Whedon would later become a writer, not just for the X-Men comics, but also briefly on the 2000 X-Men movie, which effectively led the way to the Marvel Cinematic Universe, where Whedon was a director on the first two Avengers films.

23:33 : This line of Cordelia’s is so good, we’ve used it many times in reality: “What does it take to make you people happy?”

23:45 : The song playing as Xander walks down the corridor is ‘Got the Love’ by Average White Band.

25:10 : Jenny interrupts Xander’s confession – wanting to talk to Giles about what occurred in Innocence – but she’s waylaid by the spell. Giles is then forced to deal with her. It’s a push in the right direction, as in the next episode they prepare to reconcile. On a personal note, Jenny’s little moan as she’s dragged away from Xander is brilliant!

26:21 : Xander tries to barricade the library doors, just as the group did in Prophecy Girl and School Hard. Of course, the script needs the door to open the other way for the joke to work, so Buffy simply pulls it outward and walks in. And that neatly explains why the handles have swapped sides at the start of the episode.

26:21 : The music playing over Xander here was composed by series composer Christophe Beck and is named “Twice the Fool.” It can be found on the Radio Sunnydale soundtrack album.

27:56 : Amy becomes hostile towards Buffy, which results in the Slayer slapping the witch down. They’ll battle again in Season Eight.

28:08 : Amy has become extremely advanced very quickly. This could be a result of Rack’s influence (see Wrecked), but Giles is duly surprised – and slightly horrified – that she’s mastered animal transmogrification. Although, ‘mastered’, as she’ll prove in Gingerbread, is subject to interpretation.

28:37 : So Buffy becomes a rat – and more specifically a male rat – for the next act of the episode. This was due to Sarah Michelle Gellar needing some time to host Saturday Night Live during the filming of this episode.

29:10 : We’re curious what Amy was going to do to Jenny, as her incantation is different from the one she just used to transform Buffy. Unfortunately, Xander stops her.

29:45 : Did you ever think this line would ever happen? “We have to catch the Buffy rat.” Also, we love the way Oz takes it in his stride – as if this whole thing is just a normal everyday occurrence.

33:54 : Although they share a scene in School Hard, this is the first time Joyce and Cordelia ever interact on the series.

34:25 : Although Joyce is affected by the love spell, Xander will remember his brief encounter here as he dreams of Joyce flirting with him in Restless.

35:25 : Angelus being at the house does present something of an issue. If he can just get into Buffy’s room at any time, why hasn’t he killed her? Okay, he wants the Slayer to suffer, but Spike clearly has reason to be upset… The reasoning gets worse when you consider he has access to most of the others in the same way in the next episode – prompting Giles to find a solution.

36:17 : And here comes another reason for Spike to be upset! Drusilla, despite being a supernatural creature, is charmed by the love spell, and shares her only scene with Xander in the series’ run. It’s unclear if she’s even aware of who he is!

36:58 : Xander’s line is hysterical considering what’s about to happen to him: “It doesn’t say ‘spare me’ by any chance?”

38:10 : Xander and Cordelia barricade themselves in the Summers basement where they started their liaison, under similar circumstances, in What’s My Line?

39:12 : Tamara Braun, who was previously a vampire in When She Was Bad, plays the frenzied girl trying to touch Xander through the window.

40:05 : Joyce, Jenny, Willow and Harmony all surge into the basement toward Xander and Cordelia. Xander will look fondly back on this moment in Him.

40:56 : At least Buffy can be assured that Oz doesn’t notice her nudity. He, after all, finds himself in this position every month around the full moon. “But you’re not a rat, so call it an upside.”

41:36 : Joyce’s denial has kicked back in again. Shortly, she’ll have no choice but to wake up…

42:06 : Buffy remembers everything she did while under the love spell charm. She thanks Xander for his resistance. Buffy will briefly develop romantic feelings for Xander in Season Eight, but it’s more about her feeling alone than actually wanting him.

43:15 : Cordelia, in a line that’s worth it just to see the look on Harmony’s face, gives us a classic: “Harmony, you’re a sheep!” / “I’m not a sheep.”

43:45 : On a side note, Charisma Carpenter and Nicholas Brendon are both superb in this episode, marking it as one of the best episodes of the season, not to mention the series. It’s their finest performance to date on the show and they both shine.