0:20 : We open with one Andrew Hoelich, newly risen as a vampire. The actor is uncredited, but we learn he’s a former student at Sunnydale High.

0:32 : The Scoobies have seemingly been trying to keep the vampire population in Sunnydale down all summer. The Gang will do this again in Season Six.

0:57 : Oz’s van is dark blue in this episode.

1:15 : Andrew Hoelich was on the gymnastics team, hence his acrobatics. All vampires seem to possess some martial arts moves from somewhere when they rise, as Dawn will mention in Lessons.

1:26 : Willow appears to be wearing Buffy’s black leather jacket in this scene. With her shorter hair as well, is she intentionally dressing like her idol?

2:45 : Xander reminds us that Buffy was kicked out of Sunnydale High, unethically, by Principal Snyder at the end of Becoming.

2:54 : We flash to a beach, in daylight. A brief moment of Christophe Beck‘s ‘Close Your Eyes’ can be heard.

3:11 : Angel appears, signifying this as one of Buffy’s dreams. Considering events in I Will Remember You, it could be considered prophetic. Both are wearing the Claddagh rings from Surprise, this time the right way round.

4:07 : And then we cut, jarringly, from Buffy’s dream to the loud, siren-filled streets of Los Angeles. The city isn’t named in here, but it’s mentioned as LA in later episodes.

4:17 : The opening credits have gone through a refresh, with a new version of the theme by Nerf Herder. There’s also the more familiar logo for the series in place of the one from the first two seasons. David Boreanaz‘ credit gives away his return in episode three.

4:49 : Seth Green has been added to the regular cast as Oz.

5:04 : Buffy’s name tag says ‘Anne’, which is the first time we learn of her middle name. It wasn’t displayed on her school records in I Robot, You Jane, or on her gravestone in Nightmares.

5:21 : The two louts are played by Michael Leopard (credited as Redneck) and Dell Hunt, the latter of which also appeared in Star Trek: Enterprise.

5:43 : Lily and Rickie, so young and in love. Rickie is played, as a youngster, by Chad Todhunter, who was perhaps best known for his role as Cody in Party of Five.

6:45 : Lily asks Buffy if she knows her. Julia Lee was previously seen, with the name Chanterelle in Lie to Me and, after this episode will become a small, but recurring, presence on Angel.

6:58 : And we’re back at Sunnydale High for a new semester. The opening shot of Giles in the library meanders it’s way to Willow, to Oz, into the school corridor, up to Cordelia and Xander and back again, all in one fluid shot. It’s impressive.

8:12 : Cordelia, nervous about seeing Xander again, having been away all summer, is concerned that he may have met a demon over the break, and mentions he’s seemingly always been attracted to demons. Someone clearly told her about the Praying Mantis in Teacher’s Pet and Ampata in Inca Mummy Girl. This theme will continue later this season with Anya.

8:41 : Oz tells Willow that he didn’t graduate when he should have, which Willow didn’t seem to notice.

8:52 : Teacher Mr. Miller, one of the only returning teachers we ever see, still played by James Laurie, appears in the corridor during the long shot. He last appeared in I Only Have Eyes for You.

9:40 : Also appearing is Larry Blaisdell, also seemingly a senior repeating his final year due to incompletes. He’s still played by Larry Bagby III and will feature more this season than last.

9:40 : In the original script, Larry’s lines were originally written for Danny Strong‘s Jonathan.

10:25 : The tracking shot ends when the massive movement and bustle of the previous scene instantly goes to silence with Buffy alone in Los Angeles.

10:42 : Enter Carlos Jacott, seen briefly in the background in this scene. A Whedonverse Hattrick, he’ll appear as Richard in Angel‘s The Batchelor Party, as well as Dobson in Firefly‘s pilot, Serenity.

11:04 : Giles has had nine leads that he’s been following all summer, hoping to find his missing Slayer. The tenth is the one he’s investigating now. A report of a girl slaying vampires could be our first indication that Faith is on her way to Sunnydale…

11:58 : Lily catches up with Buffy and reveals how she knows her by recapping the events of Lie to Me, where she survived a bite from Spike. She also mentions she’s had a variety of aliases over the years, including Sister Sunshine and Chanterelle. The script reveals her real name to be ‘Joan’, which Buffy will accidentally pick as her own in Tabula Rasa.

14:35 : Rickie, now an old man, walks past Lily and Buffy, now played by Harrison Young. Before his passing in 2005, he had appeared in Saving Private Ryan.

16:22 : Ken tells Buffy that people get ‘old real fast here’, an allusion to the time differential in his home dimension.

16:36 : The song being played over the montage of Los Angeles and into the Bronze is “Back to Freedom” by Belly Love, who perform live.

16:42 : The camera shifts to shots of people in Los Angeles, looking lost and lonely. One of the shots is predominantly featured in the Angel opening credits throughout it’s run.

18:00 : A fantastic character moment here from Willow: her look at Xander over his rant is perfect. It’s used in the opening credits.

18:42 : Giles goes to the Summers’ home, having returned from his trip. This lead has, once again, proved pointless. Joyce and Giles presumably have interacted throughout the summer break.

19:54 : Joyce blames Giles for his relationship with Buffy and the fact that he cultivated it under her nose. She’s clearly blaming her last words to Buffy as well.

21:32 : The nurse at the blood bank is unnamed, but she’s played by noted television regular Mary-Pat Green, who’s guest work includes episodes of Charmed, Six Feet Under, ER, The West Wing and Desperate Housewives, with many more. She passed away in 2024.

23:11 : Buffy finds Rickie’s older corpse, dead by suicide, and identified only by his tattoo. Buffy goes into full Slayer mode instantly.

27:44 : Buffy effortlessly rips the telephone off the wall as she’s sassing the nurse at the blood bank. It’s a great comic moment.

27:57 : A great line from Buffy: “I don’t want any trouble. I just wanna be alone and quiet in a room with a chair and a fireplace and a tea cozy. I don’t even know what a tea cozy is, but I want one.” Traditionally a British thing, a tea cosy is placed over a teapot to keep the beverage hot. Giles presumably has one.

28:37 : Lily has changed into rags for her ceremony with Ken. This is an indication to us where she’s going, as all individuality is removed from her completely.

28:52 : A great little moment here: the Scooby Gang are quietly moving to intercept Andrew Hoelich in the graveyard, but Xander and Cordelia snarking at each other is delightful. “Go act baity.”

30:22 : One of the guys who answers the door to Buffy here is Jeff Pruitt, stunt coordinator on the show.

30:34 : Buffy says aloud that she sucks at undercover, proven by her rather obvious trenchcoat in I Robot, You Jane.

31:15 : And in this moment we travel to our first Hell dimension on Buffy. It’s not the only one we hear about throughout the franchise, but is the only one we actually visit.

31:39: Ken pulls his mask off, revealing his demonic visage underneath, expertly created by Todd McIntosh.

31:51 : The guards in the Hell dimension, the ones who control the slaves, resemble the Scourge from Angel‘s Hero.

32:19 : Pure speculation here: we never find out what the slaves are mining or building in this episode: could it be the device that kills Doyle a year and a half later, with the Scourge in Hero?

33:00 : Cordelia confirms that someone told her about Ampata – and actually refers to her as an ‘Inca Mummy Girl!’

34:38 : We’re told that time moves differently in this dimension: years will pass while hours pass on Earth, which explains the Rickie corpse. According to later episodes, the dimension that Angel was sent to, while different to this one, also has a time issue.

36:01 : Aaron, the young boy who makes the mistake of knowing his own name, is played by Alex Toma, who appears to have left acting shortly afterwards.

36:27 : The moment of the episode: Buffy will stand for no more, addressing the guard with the excellent: “Hi, I’m Buffy, the Vampire Slayer. And you are?” Then chaos ensues.

37:38 : In an excellent action sequence, Buffy runs throughout the factory-style chaos, assaulting the guards and battling her way to safety.

38:29 : Ken’s absolute shock when he sees Buffy fighting is delightful: “Humans don’t fight back!”

38:54 : The light catches Buffy as she looks up, weapon in hand, at the guards approaching her. This shot is the one used at the end of the opening titles for the next two seasons.

40:28 : Lily’s look of disbelief as she pushes Ken off the platform is priceless.

41:36 : Buffy delivers her death blow with anger and resentment, but still with her trademark wit: “Want to see my impression of Gandhi?” – and then she proceeds to bludgeon Ken. When asked by Lily about the reference, Buffy shrugs, “Well, you know, if he was really pissed off.”

42:12 : Buffy gives up the apartment to Lily and promises to call. We don’t find out if she ever did.

43:21 : Lily asks Buffy is she can be Anne. Buffy agrees and Lily will be known as Anne Steele when Angel encounters her in Blood Money.

43:57 : Buffy comes home and reunites with Joyce, who seems to sense her daughter’s presence before she answers the door. A mother’s intuition?

44:16 : The end credits feature the same music as seasons one and two for the first three episodes of season three.