0:02 : The Brian Jonestown Massacre‘s song ‘Going to Hell’ can be heard in the background as Willow ponders stepping forward.

0:33 : Willow’s giddiness at leaving school grounds and her forcibly doing so is hilarious, with Alyson Hannigan‘s comedy chops in full force: “What if they change the rules without telling me?”

1:03 : Cordelia displays an incredibly tactless line about Buffy’s ex being a killer and having to be put down ‘like a dog’. Xander’s line is priceless and accurate: “Can she cram complex issues into a nutshell, or what?”

1:18 : We’re reminded that Buffy was expelled from Sunnydale High in Becoming.

1:46 : Enter one of the three names listed in the episode title. This is Scott Hope, played by actor Fab Filippo. He would go on to star in Queer as Folk, which later is used as an in-joke when it’s revealed in season seven that Scott eventually came out as gay. The actor also played Goldie in Save Me.

2:05 : Another great line between a couple, this time Willow and Oz: while she’s going on, she tells Oz that he’s supposed to stop her from rambling, but he smiles and says he ‘likes when she does that.’ We do too! It’s also a sign of Willow’s increasing confidence, which flows all season.

3:13 : And we meet our second named character, this one the vampire known as Mr. Trick. Played by K. Todd Freeman, Trick will become a recurring presence this season. Freeman would later play Dr. Baxter Stockman in 2014’s Teenage Mutant Ninja Turtles.

3:33 : Trick’s line about Sunnydale not exactly being a ‘haven for the brothers’ is surprisingly accurate. Throughout the show’s run, there aren’t many people of colour introduced, and none of them have huge roles besides, arguably, Kendra and Robin Wood.

3:39 : We don’t see much of Trick’s employer here, but his hands can be seen as cloven. The older a vampire gets, the more animalistic their appearance becomes. In the case of the Master, he took on a bat-like visage. With Kakistos, he’s more ram-like.

5:46 : The music in the Bronze in this scene is Third Eye Blind‘s ‘The Background’.

6:06 : Buffy is having another dream that will prove prophetic: her friends watch her and Angel dancing, silently and in judgement, which will occur in Revelations. Her claddagh ring drops to the floor, foreshadowing both her rejection of Scott later in the episode and the episode’s closing moments…

6:36 : A brief snippet of footage from Becoming, of Buffy killing Angel, is briefly seen.

7:29 : Throughout this scene, a modified version of Christophe Beck‘s ‘Close Your Eyes’ can be heard.

7:41 : For the first time, we can clearly see that Snyder’s first initial is R, via his desk plate.

8:01 : Buffy must not only make up on subject tests, but also complete a cycle with the School Psychologist, not named or seen in this episode, but Gregory Pratt appears in the following instalment.

8:43 : Joyce is clearly tired of Snyder’s continued slanting of her daughter. As Buffy suggests Snyder was overruled by the school board and his ability to do his job is in question, Joyce gives Snyder a classic: “I believe what my daughter is trying to say is: “nah, nah, nah, nah, nah.”

8:54 : The still-unseen Mayor is on line one, a note that gives Snyder a look of fear and doubt, instantly.

9:07 : Willow has a brilliant moment when she asks Buffy if she’s noticed that Giles makes a ‘clucking’ sound with his tongue when he’s annoyed – just before he rises from behind the counter and she finishes her observation…

10:01 : Giles says he needs some help with a binding spell for Acathla, which raises an interesting question: where is the statue now? It’s not at the mansion later on in the episode…

10:51 : Buffy gives a rather vague account of Angel’s death, but leaves the vital part, about Angel being restored, out of her explanation.

11:31 : Giles warns Willow about meddling with strong powerful forces, as he did in Becoming. He also says he isn’t annoyed with her – or he would be ‘clucking.’ Brilliant!

12:00 : The band playing in the Bronze, with their song ‘Cure’ is Darling Violetta, who would go on to write ‘Sanctuary’, the Angel opening theme.

12:08 : In the foreground, dancing wildly, is a girl who we will become very familiar with…

13:41 : Cordelia gives a witty and scathing account of the girl’s ‘Disco Debut’ and her badly-dressed date.

14:13 : Buffy senses that the male dancing with the girl is a vampire, just as Giles told her to learn in Welcome to the Hellmouth.

14:55 : Surprise! The girl battles the vampire and declares herself Faith. Played by Eliza Dushku, Faith Lehane will go on to have one of the most compelling story arcs in the series run, moving to the spin-off for a time, and coming full circle in Season Seven. Along the way, she is officially Buffy’s mirror image: who Buffy would be without her family and friends.
    Dushku had been acting from a young age and starred in True Lies opposite Arnold Schwarzenegger and Jamie Lee Curtis. Following an emancipation from her parents, so the eighteen-year old could take the role of Faith, she accepted the role straight after high school.
    Following Buffy and Angel, rather than pursue a Faith spin-off, Dushku took the lead in the short-lived Tru Calling, and starred in cheerleading flick Bring It On, during which she roomed with future Buffy villain Clare Kramer. She was also Echo in Dollhouse. Since 2025, Dushku has completed her degree in psychology and has retired from acting.

15:17 : Faith asks if she can borrow Buffy’s stake, the first example of her taking something that belongs to Buffy, a recurring theme not just throughout this episode, but the entire series.

15:38 : Another Darling Violetta track plays over this scene, this one entitled ‘Blue Sun’.

15:27 : Much to Cordelia’s annoyance, Xander once again seems to enjoy flirting with Slayers, as he did with Buffy and Kendra.

16:20 : Cordy finally puts the pieces together, especially for the audience at home, explaining that she finally understands how when one Slayer dies, another is called, referencing Kendra by name (the last time she’s ever mentioned!).

16:45 : Faith asks Buffy if the story of her using a rocket launcher is true, which we saw in Innocence. Who told Faith this is unknown.

17:08 : Cordelia, as she did regarding Willow in Phases, tells Xander to change his topic when he’s panting over Faith.

17:20 : There’s another brief glimpse of Buffy killing Angel from Becoming, when Buffy is asked what her toughest kill was.

17:32 : Buffy struggles to think of another one however, and references the attack on her in Season One’s Angel conducted by the Three. She calls them her ‘toughest kill’ – but it was Darla who actually did the deed.

18:09 : Giles confirms that there is indeed a Watcher’s Council retreat held every year in the Cotswolds. He has, much to his chagrin, never been invited.

18:32 : Faith’s arm tattoo is seen clearly for the first time. It’s not real, but a make-up effect.

18:52 : Willow believes that it’s no coincidence Faith has arrived and declares that, just like when Kendra appeared in What’s My Line? and Becoming, there’s ‘big evil a-brewing.’

20:38 : As Willow and Xander give Faith the tour of Sunnydale High, they reference moments of peril they’ve found themselves in, such as the cafeteria (‘mauled by snakes’) and Willow’s puddle of death, both from I Only Have Eyes for You. She also references Spike’s attack on Parent-Teacher-Night from School Hard and Xander points out where Angelus almost killed Willow in Innocence.

21:00 : Listen to the way Faith says ‘about’. It’s in Dushku‘s native Bostonian accent, an accent that Sarah Michelle Gellar will duplicate flawlessly in Who Are You.

21:19 : Cordelia repeats her plan to dress as a Slayer to get Xander’s attention, something she alluded to in Dead Man’s Party. Harmony will do the same for Spike in Season Five.

21:46 : Cordelia’s last line of the episode and it’s a zinger, directed at Faith: “Does anyone believe that is her actual hair colour?”

22:39 : It’s now we see Kakistos in all his glory, played by Jeremy Roberts. He’s another of those actors who can be seen in multiple guest roles, from comedies like Monk, drama in the form of Veronica Mars and he also reprised his role as Kakistos for the Buffy video game Chaos Bleeds.

22:42 : The interior of Kakistos’ base seem familiar to you? It’s a redressed interior of the famous Ghostbusters firehouse!

22:50 : Trick is seemingly a modern vampire, as we can tell from his dress sense and sharp suit, but also because he’s delighted with Sunnydale’s internet coverage!

23:23 : Trick has learnt, presumably from his own sources, that there is unfortunately already a Slayer in Sunnydale. He doesn’t know how this could have happened.

23:59 : The pizza delivery guy who Trick kills is played by R.D. Price, a producer and director on the show and, at the time, David Greenwalt‘s assistant.

25:24 : Joyce believes that Buffy’s jealousy of Faith roots from her being an only child. Buffy was not, and never was, an only child, according to Season Five…

26:01 : Buffy tells Joyce that a Slayer has to die before a new one can be called… which makes Joyce aware of the events of Prophecy Girl.

26:05 : Joyce’s reaction is fantastic: “Oh, I hate this. I hate your life.”

27:08 : Faith uses the catchphrase ‘five by five’ for the first time…

27:08 : ‘Five by five’ is a call sign for pilots to base to reassure that everything is going according to plan with their flight.

27:23 : Buffy and Faith start to argue when Faith brings up Angel and suggests Buffy, maybe, is already too old to stay a Slayer. They don’t come to blows, but its the first major clash of opinions between them.

28:07 : To save money, two of the vampires killed during this scene are dusted just out of shot.

28:19 : Faith, while raging on the vampire, confirms her mother is deceased. Other sources later in the franchise suggest that her mom was an alcoholic.

28:27 : Faith’s anger when she wails on the vampire is painfully apparent, as it will be again. Faith often loses her temper with her opponents, daring them to come at her. This gets both Slayers in trouble here, and Buffy barely escapes. This is not the last time Faith’s attitude toward Slaying becomes an issue…

29:43 : Buffy claims here to be the ‘sane’ one out of the two, foreshadowing Faith’s questionable mental health throughout the series.

29:46 : Buffy delivers a brilliant comic line to describe Faith to Giles. “The girl’s not playing with a full deck, Giles. She has almost no deck. She has a three.”

30:47 : Buffy, as she did with Acathla in Becoming, gets Kakistos’ name wrong, having misheard it. She tells Giles it was something like “kissing toast. He lived for kissing toast.” Giles, on the other hand, realises straight away, and with significant alarm, that she means Kakistos, which is Greek for ‘the worst’.

31:20 : For the first time, Faith is referred to as her ‘little sister’ by Buffy herself. Later, Faith will indicate in her dreams that she knows ‘little sis’ is coming, a reference to Dawn.

31:38 : Buffy asks Giles if leprechauns exist and he confirms they don’t. At least not yet. After the Seed of Magic is destroyed, a leprechaun tries to join the Magic Council in Season Nine.

32:52 : Although it’s not his fault, we’re not going to pick on Scott’s present to Buffy, but how quick he’s resorted to buying gifts. Is this his attempt to hide his sexuality, as revealed in Conversations With Dead People?

33:06 : Buffy drops the box and the ring to the ground, just as she did in her dream earlier in the episode.

33:07 : ‘Close Your Eyes’ can once again be heard when the ring drops.

33:38 : The location used for the Sunnydale Motel is an exterior shot of the Downtowner Boutique Hotel in Las Vegas, Nevada. Faith will stay here until Doppelgangland, and Ethan Rayne will stay there in A New Man.

33:42 : The man, and soon to be victim, who shows Faith her room, is played by John Ennis, who amongst other projects, was in Eight-Legged Freaks (2002).

35:00 : This is the first mention of a female Watcher in the series; Gwendolyn Post will soon appear in Revelations. Also, see Giles’ grandmother Edna.

35:28 : Kakistos has no trouble entering Faith’s room, which means one of two things: either she’s not classed as living there yet or hotel rooms count as a public space and therefore an invitation is not required – which finally explains how Angelus killed Enyos inside his room in Innocence!

37:55 : Trick, seeing Kakistos’ fate is sealed with two Slayers fighting him, elects to walk calmly away, claiming ‘revenge killings’ are old fashioned.

38:08 : Buffy’s regular stake fails to kill Kakistos, apparently due to his age. Faith’s sharpened beam however, does the job.

38:18 : Just like the Master before him, Kakistos seems to dust slower than usual for vampires.

38:45 : Giles confirms that Faith is to stay in Sunnydale until another Watcher can arrive. He will later greet two, one in Revelations and one in Bad Girls.

39:07 : Buffy finally goes into detail about her battle with Angelus, and reveals to both Giles and Willow that the Spell of Restoration worked and that she was forced to kill an ensouled Angel.

39:24 : Once again, as Buffy explains, ‘Close Your Eyes’ can be heard.

39:32 : The reactions of Giles and Willow, as they take Buffy’s news in, is sublime. Neither say a word. It’s etched how much this means to Buffy on all of their faces.

40:47 : Willow still believes, bolstered by her spell with Angel, that she can help Giles with his spell to bind Acathla. It’s then that he admits that there was no spell. He simply needed Buffy to think there was so she would open up, a sign that he knows his Slayer better then people think. It’s a sign of his fatherly affection.

42:07 : We return to the Crawford Street Mansion, with a shot of its exterior taken from Becoming.

42:16 : A final version of ‘Close Your Eyes’ repeats here, this time with a choir singing the chorus.

42:53 : Buffy places her claddagh ring on the floor and silently walks away, saying goodbye to her past and intent on moving forward with her life…

43:33 : But after she leaves, a bright light surrounds the discarded ring…

43:45: …opening a portal that drops a very nude David Boreanaz onto the ground. The audience should react in shock. But is it Angel or Angelus who has returned?

43:47 : Angel’s distinctive tattoo, however, is missing from his back.

44:14 : The end credits are updated with this episode to use the new version of the opening theme.