0:36 : The music playing as the episode opens in the Bronze is Morcheeba‘s “Never an Easy Way.”

0:55 : In what would seem perfectly normal in an episode of Star Trek and while it does happen to be a convention of some television dramas, Angelus narrates the story. This is a one-off for Buffy. Neither show uses this approach again. It’s a clever piece of work, as his menacing tones create a feeling of discomfort – like you’re being watched and instructed by an unseen figure… it’s very effective and extremely chilling. Kudos to David Boreanaz.

1:44 : The CGI is getting better as the show grows along with technology. Compare Angelus’ morph in this episode to Spike’s in School Hard. It’s not perfect, but it’ll get there. Well done, visual effects department, Optic Nerve.

1:56 : Despite sensing something while she’s preparing for bed, Buffy still does not close her window. After this episode, that changes for a while. Strange though: she senses Angelus watching her, but doesn’t at the Bronze or when he enters her room and strokes her face. That’s a worrying sense of vampire detecting this Slayer has sometimes…

4:30 : Angel, we learn, is a gifted artist. We’ll see this many times over the years, including when he’s obsessed with Darla in Angel Season 2.

4:57 : Although we’re pretty sure it wouldn’t count, Cordelia gave Angel a ride to her place – and presumably made him walk home? – in Some Assembly Required.

5:22 : Danny Strong walks into the library looking for a book on Stalin. No, that’s not a joke, but technically, he’s not Jonathan either, as he’s credited as ‘Student’ on the credits. Of course, it’s him really.

5:33 : The look on Giles’ face as he deadpans to Xander is classic Giles disapproval: “This is a school library, Xander.” Xander’s equally quippy response? “Since when?”

6:05 : They then proceed to not only leave the relative calm and secrecy of the library to continue their discussion about being hunted down by a crazed psychotic vampire, but they go to the school corridor in full view and hearing distance of the entire student body!
    Logic, ask me how!

6:37 : One of Giles’ best zingers to Xander: “Yes, Xander, once more you’ve managed to boil a complex thought down to its simplest possible form.”

6:47 : Buffy mentions that Angel told her that he massacred Drusilla’s family to make her insane. He told her this in Lie to Me.

7:44 : Xander’s rather curt response to Giles when he doesn’t tell Buffy off for the same reason: “Hey, how come Buffy doesn’t get a snotty ‘once again you boil it down to the simplest form’ thing?” Giles and Buffy both look over at him. He looks her up and down and then, with slight meanness responds with, “Watcher’s pet!”
    He genuinely looks upset!

8:09 : Jenny asks Willow to cover her class, which she won’t on this occasion, but will for the rest of the year. Willow tutored other classmates throughout high school, and although she didn’t enter teaching as a profession, she regularly taught covens about the powers of Magic and Wicca. We don’t actually see her stop this job at anytime, but she does mention a replacement due soon.

9:05 : Giles and Jenny have a brief conversation, their first since Innocence; he refused to talk to her in Bewitched, Bothered and Bewildered and then the love spell took effect. She finally reveals to Giles why she omitted her past life from her story, but also says she didn’t mean to fall in love with him. This softens their relationship slightly, but not quite enough. That’ll come later when she finally gets Giles to his bedroom…

9:52 : An instrumental piece of music, titled ‘Remembering ‘Jenny’, is played in different tones throughout this episode. Sometimes, it’s just string. Sometimes it’s just piano. Throughout the episode it plays whenever the character is brought up or appears. Composed by Christophe Beck, it remains unaccompanied, until it’s use in the final scene.
    British singer Ed Sheeran was such a big fan of the show, he sampled the piece on his track ‘Afire Love’ and credited Beck as a result.

11:14 : Joyce remembers Angel as the boy who was tutoring Buffy in history – which was her cover story when they were caught together in Angel. That was also the episode Angel was invited into 1630 Revello Drive.

12:54 : Willow finds her fish dead, courtesy of Angelus. Angel was invited into her room in Lie to Me when investigating Billy Fordham.

12:57 : It’s unusual in this series, but it does happen on occasion: garlic, traditionally used to ward off vampires, makes an appearance in this episode. One of only three times in the show’s entire run, it can be seen hanging behind Willow and Buffy in her bedroom.

13:15 : Willow is glad her parents didn’t let her have a puppy. So are we, considering in Bewitched, Bothered and Bewildered, Giles started telling Buffy a story that started with the line “Angel nails a pupp…” Buffy requested he skip the tale, since she didn’t have a puppy.

13:22 : In this scene, it’s not the ‘Jenny’ theme playing, but a slower paced version of the Buffy/Angel Love Theme, ‘Close Your Eyes’, as composed by Christophe Beck.

13:47 : Spike is still using the wheelchair he’s been in since What’s My Line? and Angelus’ teasing and bullying continues to make Spike bitter. It doesn’t help that Angelus suggests he’s taking advantage of Dru.
    Speaking of Drusilla, in this scene, to help feed the factory-bound Spike, she’s brought him a puppy to eat. What is with this episode and puppies?

15:39 : Drusilla has another vision, something about an old enemy coming back to ruin their happy family…

16:05: This Magic Shop is not the one we see frequently later in the series – it’s at an entirely different location. Jenny’s line earlier about maybe not being back in time to teach her class indicates that she’s travelled a distance for this particular shop.

16:28 : The proprietor is played by Richard Assad, who has had many a role in various sitcoms, including Will & Grace, Everybody Loves Raymond and Arrested Development.

17:02 : The proprietor is not only aware of Enyos death, but also Jenny’s real name, which means he clearly knows more about her than she knows about him. This begs the question of where Enyos lived and why he took so long to get in touch with Jenny in Surprise. But then how did Angelus get into his hotel room in Innocence?

17:30 : The shopkeeper admits that the Orb of Thesulah is useless without the text. He mostly sells them as paper weights. A certain librarian will use his in Becoming, so he’s clearly been here before.

18:22 : Surprise! Jenny reveals that she’s found the lost magic text of her people and plans to translate it to restore Angel’s soul. Quite why the Orb glows randomly when she touches it is unknown. Does it link with her or her clan specifically?

19:39 : That music plays again… Buffy and Jenny have their first conversation since Buffy threw her out of the Scooby circle in Innocence. She tells Jenny that while she appreciates her feeling bad, and she’s told to keep it up, Giles misses her and she doesn’t want to see him lonely or hurt. She tells Jenny that they’re good, but leaves it there. Jenny almost seems to be about to tell Buffy what she’s doing, but Buffy cuts her off.
    Number of Occasions Where the Scoobies Are Given a Chance to Save Jenny, but Fail Because They Don’t Communicate: 1.

20:17 : Giles tells Buffy that he may have found something to stop Angelus from entering the Summers house (and Cordelia’s car!) Ironically, it comes from the book Jenny gave him earlier in the episode.

20:39 : We learn Willow’s father’s name is Ira and receive even more facts about Willow’s religious upbringing. She has to go over to Xander’s to celebrate Christmas at least. She doesn’t seem to practice the faith herself, but in Help she at least observes the Jewish tradition of placing stones on a marker to show it’s been visited. We’ll see the Snoopy Dance in The Replacement.

22:30 : Joyce drops oranges when Angelus is harassing her outside her home. Oranges are a frequent symbol in The Godfather films series (1972–1990), foreshadowing tragedy when they appear before a character’s death.

22:59 : The Latin that Willow speaks, ‘Hicce verbis consensus rescissus est,‘ translates to “By these words, your invite is rescinded.”

22:59 : It’s also Willow’s first ever magical experience/incantation.

23:20 : Giles returns Jenny’s book to her. As he enters the room, she turns her translation monitor off to avoid him seeing anything.
    Number of Occasions Where the Scoobies Are Given a Chance to Save Jenny, but Fail Because They Don’t Communicate: 2.

23:58 : Then Jenny tells him she doesn’t want to say anything yet in case she’s wrong, but will later. This time, he invites her, suggestively, over to his place once she’s finished.
    Number of Occasions Where the Scoobies Are Given a Chance to Save Jenny, but Fail Because They Don’t Communicate: 3.

24:30 : Drusilla enters the magic shop, revealing what she learnt in her vision. Note, she’s now kept the dog, called it Ms. Sunshine, and seemingly proceeds to carry it everywhere. What happens to the dog following the fire in the factory is a mystery…

24:45 : So question time, mainly because this episode irks us more than we’d like… Drusilla’s vision, as far as we can see, gives her the (very detailed information) that Jenny was going to that particular store – maybe outside of Sunnydale – but not why she was there? We know this because Drusilla has to ask the proprietor what he and ‘and the mean teacher’ had to talk about.
    Also if the vision only gave Dru an image of the shop and Jenny, then if Jenny had told Giles sooner than the scene directly previous, HIS orb would have been used, Jenny wouldn’t have gone to the shop and Drusilla wouldn’t have known of her plan!
    Number of Occasions Where the VILLAINS Are Completely Unaware of Jenny’s Plot, but the Scoobies Still Fail to Save Jenny Because They Don’t Communicate: 1 and done for the bad guys. An unimpressive 4 for Team Buffy.
    Sorry Scoobies. Communicate better. Take a class.

25:30 : Jenny presumably knows how Angel got into the school – and unless she’s living there, it shouldn’t matter regardless; vampires don’t need invitations to public spaces, which the school is. She’s likely talking to distract him while she tries the door. Finding it locked – presumably by Angelus since Giles hadn’t long gone through it and she expects it to open – she moves slowly towards the second door at the rear of the room – the one Angelus must have silently crept through, like Enyos in Surprise.
    You would think Jenny would have learnt to keep it locked…

26:18 : Again, why the Orb glows as soon as Angelus holds it is unknown. A connection to the Kalderash doesn’t apply, and the next orb we see does no glowing until it’s actually used.

26:50 : Angel is completely useless at technology, but surely he knows he’s only wrecked the monitor and the printer – because the actual PC tower, the bit with all the memory, falls to one side when he throws it to the floor? Unharmed. Wouldn’t the info Jenny was working on at least be on there somewhere? At least for a computer genius like Willow to find afterwards, maybe?

27:50 : Okay, let’s get this over with.
    This chase sequence is extremely chilling, thanks in part to the camera angles and the music, but also because, as a recurring cast member who’s been in the show since early season one, we believe as an audience that Jenny will ultimately escape. When the rug is pulled out from under you in a minute, it’s horrifying because you genuinely don’t see that many shocking moments in television that dare to kill a central character mid season like this, or at least it was in 1998.
    Of course, we’re here to look at everything, which raises some more questions: Does Angelus lock all the doors? If not, how did Jenny expect to get out of the building? If she didn’t lock the doors, it’s a fire safety violation in California for those particular doors in the first place. Was she legitimately staying there? We also see Jenny run across the walkway of the school, traditionally seen above the quad. She goes to a locked door and eventually gets it open. Where are the steps leading to the Quad? How is she suddenly upstairs? When she gets through another door, she pushes the cart at Angelus and flees up even more stairs. When she gets to the top, she seems to run straight past the front of the school, as the window she’s in front of appears to be the one above the main entrance. Essentially, she doubles back on her self somewhere to end up by that window.
    It really doesn’t make sense, but then, we weren’t supposed to analyse it like this! It’s a classic horror movie trope: the environment becomes a labyrinth designed solely to funnel the victim toward the killer. The fact that you can see the “seams” in the school’s floor plan actually makes the scene feel more claustrophobic. It’s as if the Hellmouth itself was shifting the doors just to keep her trapped with Angelus.

29:00 : Robia LaMorte recalled in an interview that as soon as the camera was off her feet, she changed her heels into sneakers. She had prior knowledge of her character’s death, and had already signed on to appear in two more episodes, so knew she’d be back, although not in what capacity or role. She’s the first major recurring character to die and the first major death in the series.
    Passion is a devastating hour of television as a result. Originally it was intended that Oz would be the character that would be killed, but Seth Green agreed to become a series regular. As LaMorte herself would say later, someone had to die to push Angelus over the edge and the story and series to a darker level. As the characters grow older and more complex, so do we.

29:20 : Angelus doesn’t even feed from Jenny – he simply breaks her neck because he doesn’t think she’s worth anything, the gypsy that she is. He’s not even an equal-opportunity psychopath! Originally, he was due to kill Jenny with his human face, but the scene was deemed disturbing enough already and the decision was made to keep him in vamp mode.

31:42 : Joyce asks Buffy if she and Angel were safe. Not that teenage pregnancy would matter, but with Angel being a vampire and his blood not circulating, he shouldn’t have even been able to get that far, if you follow our meaning.

32:55 : This entire sequence is chilling and mesmerising at the same time. We, the audience, slowly come to the realisation that Angelus has done exactly what we saw – it was no illusion and there are no comebacks this time – the moment we see the paper and what colour it is. Angelus’ sickening game, played out with cold and deadly precision. Giles, smiling, walks up the stairs…

33:30 : The opera music playing is “La Boheme“, by Puccini, which you will never forget for your entire life after this scene. This version is performed by tenor Jonathan Welch and soprano Luba Orgonasova and was recorded in 1990.

34:52 : The cop who briefly talks to Giles is played by Richard Hoyt Miller, who would later go on to roles in The Bold and the Beautiful and ER.

39:07: Spike mentions that he didn’t intend for his sire to leave Jenny’s body for Giles to find – it raises an interesting point – we never actually see Angel invited into Giles’ apartment. But he was invited in during a novel, How I Survived My Summer Vacation, Vol. 1, set in between the first and second seasons, which technically isn’t canon, but it’s the only explanation we have.

39:45 : Giles enters the factory silently, in full Ripper mode.

39:52 : Spike’s moment of satisfaction before he flees is classic Spike: he grabs Drusilla as she goes to help Angelus and tells her “Uh-uh. No fair going into the ring unless he tags you first.”

40:21 : Giles is picked up and choked by Angelus, who drops him when Buffy kicks him. Giles falls to the ground, unconscious.
    Number of Times Giles is Knocked Unconscious in the Series: 6.

40:30 : From this episode, there is no more holding back. Buffy is angry enough now and driven enough to fight Angelus and be his superior in battle. She takes him by surprise in this scene, and it’s only Giles being in danger that prevents his death. Next time, Buffy, or Angelus himself, won’t be so lucky…

41:44 : The factory is revisited in Lover’s Walk, although it’s nothing but cinders by then.

42:05 : ‘Remembering Jenny’ plays over the final scene here, now accompanied by Anthony Stewart Head‘s harmonising vocals.

42:33 : Giles admits that he loved Jenny. It breaks your heart. Again.

42:50 : Strangely, Jenny’s gravestone says ‘Jennifer’ instead of ‘Jenny,’ which we have NEVER heard her being called. And technically, shouldn’t ‘Janna’ be on her tombstone? Are there seriously none of her people out there left, at all? There are also no dates. Surely the school files would have dates?

43:25 : The disk containing Jenny’s translation falls between her desk and the one next to it. It will remain there, gathering dust, until it’s found in the season finale.