0:09 : The Scooby Gang are learning their SAT scores, which they were taking in Band Candy. Cordelia has tested well, as she predicted at the time.

1:23 : Buffy also does surprisingly well. We say surprisingly not due to her intelligence, but in regards her attendance!

1:49 : Cordelia makes a tactless comment about Buffy leaving Sunnydale and not coming back. “I mean in a positive way! Get out of Sunnydale, that’s a good thing! I mean, what kind of moron would ever want to come back here?”

1:49 : It’s in fact Cordelia who’ll leave town, and never return, before Season Four begins.

2:01 : Spike’s car comes careening into town, smashing into the population sign exactly as he did in School Hard…

2:10 : …except now, he’s screaming drunk!

2:10 : And here he is, back again, the incomparable James Marsters as Spike. When plans for Juliet Landau to return as Drusilla fell through, a story was devised to bring Spike back solo, and it changed the future for the show. Sarah Michelle Gellar suggested at this time that maybe a way could be devised to have Spike back next season as well…

3:16 : While it’s not the same set or the same space, this set here is clearly meant to represent the old factory, seen on the series from When She Was Bad through to its burning down in Passion.

3:45 : Indeed, the burnt dolls Spike finds are likely Drusilla’s.

3:51 : And it’s here, screaming to himself, that Spike tells us the whereabouts of Dru. We’ll learn more later in the episode, but she’s clearly left him.

4:20 : The happy couples begin plans for a double date: Xander is surprised to find pictures of himself in Cordy’s locker and Willow is delighted with Oz’s Witch Pez. Everyone seems happy for a moment…

4:20 : …which is a Mutant Enemy staple: making the characters happy before pulling the rug out from under the audience…

6:15 : Giles, for once, has actually been invited on a Watcher’s retreat.

6:48 : When Buffy says her mother was so pleased with her scores her ‘head exploded’, Giles freezes, thinks it over, and then — with absolute sincerity — asks, “I’ve been on the Hellmouth for too long. That was metaphorical, yes?”

8:56 : Another fantastic moment: Willow holding it up and yelling ‘Pez’ at Xander – as an explanation for why they can’t touch!

9:20 : Joyce, hilariously, asks Buffy if she likes history. She has clearly never watched the show…

10:12 : Spike watches Angel and badmouths him out of earshot. He’ll do this again, to Buffy in Wild at Heart and to Angel in In the Dark.

11:10 : Spike wakes up on fire with his hand in the sunshine. James Marsters performed the stunt himself, but he burnt his hand quite badly while filming the scene. Rather than go to the on-set medic, he pretended everything was fine and went to a hospital directly after the shooting wrapped.

11:43 : Enter the Magic Shop. While it may not seem like it, this shop appears to be the same one Giles buys in Season Five, but vastly rearranged inside. The exterior is in the same place as the Magic Box later on.

11:46 : The unnamed and dearly-departed shop clerk is played by Suzanne Krull, who went onto parts in shows like Glee, Criminal Minds and Lost. She sadly passed in 2013.

13:35 : We learn more about the Mayor in this scene. First, we learn he has no soul and, secondly, we learn that he was aware of Spike’s affairs last season. He clearly can’t have taken him seriously, since he did nothing to stop him… that we’re aware of. He declares this year is too important to let him run loose though…

14:28 : Deputy Mayor Finch asks if he should have Mr. Trick assemble a committee to deal with Spike. Trick himself does not appear in this episode.

17:36 : Xander recognises the spell as a love spell, since his bad experience with one in Bewitched, Bothered and Bewildered.

18:36 : When Xander is knocked unconscious by the microscope, it’s not the first time. Willow knocked him out cold with the same one in Bad Eggs.

18:58 : This is where Spike is interesting: he is genuinely a mess without Drusilla, which certainly shouldn’t be possible for someone with no soul. His heartache when he says that she couldn’t be bothered to kill him is truly moving. James Marsters steals every scene he’s in in this episode and you realise whilst watching that he’s what’s been missing from the series.

19:48 : This scene between Willow and Spike will be replicated somewhat in The Initiative.

20:38: Spike confirms that Dru left him in Brazil for a Chaos Demon, ‘all slime and antlers’. We’ll see the scene in Fool for Love.

21:15 : Hilarious moment alert! Willow tapping Spike gently as he’s upset: “There, there.”

21:33 : Spike smells Willow, freaking her out, but it’s pleasant enough for him to remember specifically in The Initiative, even down to what she’s wearing.

23:14 : Cordelia’s best description of Xander yet: “Maybe she turned Xander into something ishy!”

24:15 : Spike and Joyce’s conversation starts what seems to be a genuine friendship between the two. He talks to Joyce on more than one occasion, babysits Dawn and her when they’re hiding in Season Five and also shares the love of soap opera Passions with her. When she dies, he doesn’t sign the flowers he brings to her funeral. It all harks back to Becoming.

25:10 : Angelus’ invitation to the Summers’ home was revoked in Passion. Buffy invites him in again here.

25:48 : Joyce starts to get confused about everything again when Buffy and Angel come in, an almost exact replay of her panic mode in Becoming.

26:06 : Spike proves once and for all that vampires can somehow sense Angel’s soul is back, or at least assumes. He asks when he got it back, but the knowledge that it can be done may be swirling in his brain somewhere…

26:30 : Oz’s van is blue in this episode.

26:42 : Oz can smell Willow when he’s nearby. This seems to be a residual werewolf ability, which is the first time he uses such instincts in human form. It’s unnerving to Cordelia and just as surprising to Oz too, by his reaction.

27:24 : Another great moment, that shines a light on the type of relationship Buffy and Spike will have for some time to come:

            SPIKE: “I wish I was dead.”
            BUFFY: “Well, if you close your eyes and wish real hard…”

29:44 : Spike tells Buffy and Angel that they’ll never be just friends because love eats you up and consumes you. He’s speaking from somewhere passionate and he’s tactless about it, but he’s the truth they both need to hear. James Marsters, again, adding something different to the series that we didn’t know was needed!

32:16 : Willow and Xander kiss. This is the last time in the series they do this. But, oh, it’s devastating…

32:50 : In a moment of shock, Cordelia runs from the scene and is impaled on a steel bar.

32:50 : This is actually based on a true event: when five years old, Charisma Carpenter, while in her garden, slipped on some construction work on the family pool and fell, puncturing her stomach on a piece of rebar poking out of the concrete. The scar is visible sometimes when Cordy’s midriff is exposed.

32:57 : The exterior of the Magic Shop closely resembles the one outside the Magic Box in Season Five. It seems to be the same door Buffy looks out of in the musical episode.

33:09 : The vampire, Lenny, once in Spike’s employ, is played by Mark Burnham. He also played Leatherface in 2022’s Texas Chainsaw Massacre.

37:20 : Spike’s “Well, that was fun!” comment and the look Buffy throws at him is priceless!

38:43 : Cordelia appears to die in Xander’s arms – and then the episode cuts, with big swelling music, to a shot over a crowded funeral. As the music gets louder, the camera slowly comes down, and fades to Buffy and Willow walking past a regular funeral. They’re discussing Cordelia’s improvement since getting to hospital.
    It’s Mutant Enemy at their most wicked. And it works because the episode has already primed the audience for heartbreak.

40:41 : Cordelia, heartbroken and devastated, tells Xander to leave her alone and to stay away from her. This effectively ends her association with the entire Scooby Gang, something which she began back in Out of Mind, Out of Sight.

41:17 : Christophe Beck‘s ‘Close Your Eyes’ plays slowly during this scene.

42:42 : The instrumental track here is Christophe Beck‘s ‘Loneliness of Six’ and it’s sublime.

42:42 : As of now, for the first time since the series began, all the characters are without love interests.

43:51 : Spike, on his way out of town, sings along to the Sex Pistol‘s “My Way.” The version of the song by Sid and Nancy Vicious was too expensive for copyright reasons, so the version used here is the Gary Oldman version from the 1986 film Sid & Nancy.
    Spike and Drusilla were initially based on Sid and Nancy.

44:10 : Spike will return in Season Four’s The Harsh Light of Day.

44:15 : When this episode first aired in the U.S., it was immediately followed by a 30‑second WB promo for “A Buffy Christmas: Win a Role on Buffy.”
    Viewers who called 1‑800‑Collect could enter to win a walk‑on appearance. The commercial — essentially an ad for the upcoming Christmas episode Amends — featured Sarah Michelle Gellar and David Boreanaz in character as Buffy and Angel, offering the prize of a cameo in The Prom.
    The winner was Jessica Johnson of Maryland, who received a three‑day trip for two to take part.