0:01 : The band in the Bronze this episode is Splendid, who’ll perform again in The Freshman. Lead singer Angie Hart also performs ‘Blue’ in Conversations With Dead People. The song played here is called “Charge” and was included on the first Buffy soundtrack.

0:51 : High school student Ben asks Buffy to ask him out on a date to the Sadie Hawkins Dance. He’s played by actor Ryan Taszreak, who also had a brief role in Serenity as a soldier.

3:12 : Willow proves to be the Mistress of Understatement in this episode when she tells Buffy that she should start dating again even if her last relationship went ‘badly’. BADLY? Willow has several strange comments in this episode that at times seem really out of character. This is one of them. Perhaps she is also more affected by recent events than she‘s revealed.

3:24 : Brian Poth and Sarah Bibb play the unnamed students fighting at the start of the episode. Poth went on to play Taylor Jenson in CSI: Miami and also appeared on True Blood.

3:46 : This is the first time we see a handgun on the show, and especially one that threatens human on human violence. Buffy grows to hate guns, saying at several points in the series that they never work – and she would know, later being on the receiving end of a bullet in Seeing Red – which is the ultimate anti-gun episode.

5:00 : The janitor, later named George, is played by John Hawkes, who would go on to acclaim in the movies Winter’s Bone (2010) and The Sessions (2012) which earned him several nominations and awards.

5:17 : Buffy makes a major pop culture reference here, telling the boy he almost went ‘OJ’ on his girlfriend – a not-so-subtle reference to the Trial of O.J. Simpson in the early Nineties.

5:42 : Meredith Salenger‘s name is misspelt ‘Salinger’ in the guest credits.

5:49 : Even though you have to look closely, this episode gives us our first clue to Snyder’s first name – his name plate says ‘R. Snyder’. It’s generally considered to be Richard by fans, which is fine, except it’s also the name of the town’s Mayor.

7:04 : Willow excels at teaching, having the class laughing at her homework jokes. It’s difficult to see why this is a career she didn’t pursue.

7:33 : Aside from being an amazingly touching scene between Willow and Giles, this is also the first time Willow begins researching magic by herself. In fact, her exorcism spell in this episode is actually her first proper attempt to harness the power.

8:23 : A brief snippet of ‘Remembering Jenny,’ from Passion plays when Willow gives Giles the rose quartz.

8:32 : Buffy is actually in history class. The world must be ending!

8:42 : Mr. Miller makes his first appearance here and is one of the only teachers we see on any regular basis. He’s last seen in Graduation Day. He’s played by actor James Lurie.

8:46 : Buffy slips into a prophetic dream here, even though she’s not asleep. Giles later calls this a ‘vision’ possibly brought on by the ghost? Does day dreaming count as sleeping?

9:14 : Meredith Salenger and Christopher Gorham make their first brief appearances as teacher Grace Newman and student James Stanley. Despite the belief that James is haunting the school, we know Grace must be there to possess the other half of the couple. Gorham’s career has taken him to leading man and he has recently been seen in sitcom George and Mandy’s First Marriage and has a role on Sheriff’s County. Meredith Salinger went on to play a recurring role opposite Joshua Jackson in hit drama Dawson’s Creek.

10:51 : Another example of Willow’s odd behaviour – or is it just her coming to terms with things? She makes a comment about Xander and Cordelia in the broom closet, something that’s very forward coming from her.

11:02 : Giles gets excited, and slightly deflated, when he mishears ‘locker’ monster for ‘Loch Ness’ monster, apparently eager to prove it’s existence.

11:27 : Giles has a great line, where he refers to Xander’s way of talking as ‘Xander-Speak.’ While not cute on it’s own, it’s Xander’s “I defined something?” realisation that makes the audience smile.

12:33 : Ms. Ellen Frank is played by actress Miriam Flynn, who’s appeared in numerous projects, but thrilled as Grandma Longneck in the Land Before Time movies.

14:23 : Giles hears a disembodied voice from his office. It sounds like Robia LaMorte‘s Jenny, which makes sense on all levels, but we assume it could also be Grace Newman’s voice. It’s hard to tell for certain.

15:10 : The mansion seen on screen is the Ennis-Brown house, designed by the celebrated architect Frank Lloyd Wright. It stands on a hilltop at 2607 Glendower Avenue in Griffith Park.

15:17 : It’s also known to Buffy fans as the Mansion, owned by a Mr. A, according to the series episode guides. It sits on Crawford Street on the edges of town. It becomes Angel’s home from this point until his departure from town in Season 3. What happens to it after that is unknown.

15:53 : Spike, still smarting from What’s My Line?, reminds Angelus that the factory was perfect for their needs (and less liable to have sunlight) – until Angelus’ actions ruined it and got it burnt down in Passion.

16:06 : There’s no hiding the hostility between Angelus and Spike at this point: they clearly absolutely hate each other. We see the origins of this in Destiny. Drusilla for her part is either playing up to it on purpose or is blissfully not aware of what’s happening… You can never quite tell with Dru…

17:17 : It’s a great line from Giles again: he tells the gang that they should never be afraid to question an authority figure – except in this case, when he ‘is clearly right and you are clearly wrong’. His emotions in this episode… Anthony Stewart Head is on top-form in these little moments.

17:45 : Once again, Buffy goes into guilt trip mode, this time regarding Jenny.

18:55 : Buffy is too close to the situation, especially after her perceived notion that she is responsible for Angelus’s change. She’s beating herself up about it and none of her friends seem to question it, or reassure her here.

20:03 : Buffy’s downward mobility was halted by Cordy in the pilot episode. Here, she actively joins the Scoobies for lunch – which Willow joked wasn’t legal. They’ve certainly come a long way and it’s delightful to see that despite Buffy blaming herself for everything that seems to go wrong, she has, at least brought the three old kindergarten friends back together.

21:01 : Police Chief Bob, again played by Brian Reddy in his last appearance, not only talks back to Snyder here, but seems to be in charge of him, in contrast to his last appearance in School Hard.

21:26 : This is the first time that Snyder confirms directly that he and the other public services are aware of the Hellmouth. He also says ‘a’ Hellmouth, which is the first implication in the series that there is more than one.

21:35 : Bob tells Snyder that if he can’t run the school, their boss will find someone who can. He mentions the Mayor for the first time – and to the audience’s shock, Snyder visibly looks frightened. More will be revealed in season three…

22:03 : A great line from Cordy, referencing a cinematic masterpiece. “I saw that movie! Even the priest died!” She is of course referring to classic horror movie The Exorcist.

22:03 : If Cordy thinks this exorcism is hard, the one she deals with in I’ve Got You Under My Skin is 100 times worse….

24:10 : Drusilla has a vision of James’ ghost, alerting Angelus to Buffy’s vulnerability.

25:14 : Spike’s anger is all in his eyes. The scene is actually slightly uncomfortable to watch, as Angelus proceeds to caress Drusilla suggestively, and almost completely, off-camera.

26:33 : The song that plays when Grace and James dance in the music room is The Flamingos‘ own take on the title track of the episode “I Only Have Eyes for You,” originally written and performed in 1934. Unfortunately this creates a slight error: the version played here didn’t come out until 1959 – four years after the setting for this moment.

29:30 : Willow and the team chant their incantation, the first active one Willow tries to use, to exorcise James’ spirit. Of course, Cordelia adds a word to the spell. Is this why it doesn’t work? Spells in other languages tend to be extremely specific…

32:59 : James’ voice is the one seemingly calling Buffy here, but as with ‘Jenny’s’ voice earlier, it’s really difficult to distinguish between whether it’s David Boreanaz or Christopher Gorham.

33:34 : In a brilliant twist on expectation, James possesses the female Buffy. He’s attracted to her feelings of guilt.

35:30 : The wasps aren’t bothered by vampires. The same is true of most bugs, as he’ll discover again in Angel Season 11.

36:11 : David Boreanaz absolutely shines in this scene. This is reportedly the moment that Joss Whedon and David Greenwalt realise that David, with his heart-breaking and tender vulnerable moments here, could hold his own spin-off. Angel was announced during the hiatus between Buffy Seasons 2 and 3.

36:36 : Mixed in with Christophe Beck‘s ‘Love is Forever’ are snippets of the Buffy/Angel love theme ‘Close Your Eyes.’

38:00 : Buffy killing Angelus in this episode is, of course, foreshadowing for the events at the end of the Season…

39:50 : Sarah Michelle Gellar and David Boreanaz prove why they hold their own shows (again). They’re performances here are electric, especially when you consider they’re playing out their love story in the guise of completely different characters. It’s raw and powerful stuff.

41:48 : Buffy can see why James would target her, but wonders how Grace could move on and forgive James for his actions. She remains troubled by this as the episode ends, and will find herself faced with a similar question as the audience next season: can she forgive Angel for his actions as Angelus…? It’s a debate fans are still having nearly thirty years later!

43:40 : Spike is shaming the extend of his injuries, having recovered. He has begun plotting his revenge, which will lead to the season finale.

43:43 : James Marsters, perfectly in character, kicks the wheelchair aside. According to Marsters, he damaged the chair a little too much, resulting in it having to be repaired and replaced by the Season finale.

43:50 : On the original airing of this episode, a public service announcement, voiced by Sarah Michelle Gellar, highlighted support for teens in similar situations.