
| Episode No. | Buffy the Vampire Slayer Season 3, Episode 13 |
|---|---|
| Directed by | James Whitmore Jr. |
| Written by | Dan Vebber |

0:05 : Lasting just five seconds, this episode’s Previously on Buffy the Vampire Slayer… is the shortest in the show’s run.
0:13 : Faith is now back in the field, which is the first time since Revelations. She hasn’t appeared since Amends.
0:28 : Willow’s Latin chant for the clouding spell translates to ‘Cloud us no longer.’
0:33 : None of the stunt performers who portray the Sisterhood of Jhe are credited for their appearance.
1:24 : Giles reveals that, unsurprisingly, some of his sources have disappeared or dried up since his firing from the Council in Helpless.
2:35 : In an excellent comedic beat, Alyson Hannigan steals the scene: Willow has brought marshmallows in preparation for burning the demon corpses! “Occasionally, I am callous and strange.”
2:58 : Again, unsurprisingly, Xander’s comic book reference to Jimmy Olsen goes over Giles’ head, but surely he’s seen Superman (1978), right?




4:09 : There’s another glimpse of Owen Thurman from Never Kill a Boy on the First Date, as his exit scene is used again as stock footage.
4:33 : Enter sinister bully Jack O’Toole, who isn’t quite sane or friendly (or alive, as we’ll find out later). He’s played by Channon Roe, who is always somewhere on television!
6:08 : Xander is okay with not having superpowers by season seven. His feelings in this episode are reflected in his speech to Dawn at the conclusion of Potential.
6:15 : Cordelia has made references to DC Comics before, notably in The Wish. She does understand the Superman joke, calling Xander ‘Jimmy Olsen’ – as an insult! Slander!
6:34 : Cordelia is referring to Herbert “Zeppo” Marx, the youngest of the five Marx brothers (a comedy troupe in the 1920s through 1940s). He always seemed to be in the background, acting as a foil for Chico or Groucho. It always seemed to Zeppo that he stood in everyone else’s shadow, explaining the episode’s unusual title.
6:47 : In full bitch mode, Cordelia, to herself as she walks away, delivers this snarky comment: “There was no part of that that wasn’t fun.”




6:52 : The shot in the cafeteria here is taken directly from I Only Have Eyes For You. You can briefly see Buffy, Xander, Willow and Cordelia in their outfits from that episode…
7:00 : …except when we sit down at the table, it’s just Oz and Xander and he’s wearing different clothes.
7:10 : Seth Green proves exactly why he’s so cool as he’s being questioned about it, complete with dry, sardonic humour which eventually culminates in him telling Xander that he “has an exciting new obsession, which I feel makes you very special.” Class!
8:09 : The last time that the Scooby Gang faced an apocalypse-level threat was Becoming.



8:38 : It’s Oz’s time of the month again – the full moon is coming – and he locks himself in the book cage, as he last did in Beauty and the Beasts.
9:11 : The Sisterhood of Jhe are an apocalypse cult, whose primary goal seems to be the complete destruction of the world. Giles says that their first intention is to open the Hellmouth, which is directly underneath the library. It’s been sealed since Prophecy Girl.
9:35 : Buffy tells Willow that the first thing from the Hellmouth will be the large tentacle monster from the season one finale. She also refers to her death.
10:44 : Xander mentions his Uncle Rory, who won’t be seen until Hell’s Bells.
11:42 : The girl who’s impressed by Xander’s Rory’s car is named Lysette in the script, but not in the episode. She’s played by actress Whitney Dylan.



12:38 : The song playing in the Bronze is 1998’s ‘G-Song’ by Supergrass.
14:15 : Oz the Werewolf is particularly anxious this month. Willow believes it’s because animals can sense things – like changes in air pressure, earthquakes and opening Hellmouths!
15:10 : Giles is desperately trying to find a way to get more info on the upcoming apocalypse – and stops mid-sentence to enquire who ate the last jelly doughnut. It’s a delightful character beat – look at Anthony Stewart Head‘s expression. He’s genuinely upset!
16:40 : Here is as good a point as any to stop and pay tribute to the comedic talents and acting of Nicholas Brendon in this episode. It’s one of his funniest appearances and Brendon throws himself into it, both mentally and physically. One of his strongest episodes, and a reminder of how far he came as an actor, from newcomer to seasoned performer.
17:16 : The cop who interrupts Xander and Jack’s spat is played by Vaughn Armstrong. A veteran actor of stage and screen, he played multiple alien roles on various Star Trek series and played more alien species than any other actor in the franchise. Almost always in prosthetics, he appeared as a human, Admiral Forrest, in Star Trek: Enterprise, his biggest character arc.



19:10 : The first person Jack brings back is Robert Schroeder, also known as Bob. He uses a spell with the aligning stars to raise him as a zombie. Ironically, actor Michael Cudlitz, would later become a major star as Abraham on The Walking Dead. He also played Lex Luthor in Superman & Lois.
20:26 : This zombie is Dickie, played by Scott Torrence.
20:37 : The next zombie to be reanimated is interred at the Restfield Cemetery, which is also where Angel found the Glove of Myhneghon in Revelations.
22:15 : As mentioned earlier in the episode, Buffy goes to see Willy the Snitch in his bar, last seen in Amends. He’s been beaten badly by the Sisterhood of Jhe. Saverio Guerra will be back, once more, in Goodbye Iowa.




23:16 : This final zombie is named Parker. He’s played by Darin Heames. He later had a recurring role on Sons of Anarchy.
24:46 : The Magic Shoppe on Sunnydale Main Street is currently called ‘Uncle Bob’s Magical Cabinet’.
25:00 : “And that thing that’s happening would be..?”
Xander goes through much the same experience as the audience in this episode: he never learns the full extent of the Hellmouth battle Buffy and the Scoobies are fighting. Every scene is deliberately cut away before anyone can explain what’s happening, because the episode is told entirely from Xander’s point of view.
There are even subtle hints that we’re seeing events as Xander perceives them — Buffy and Angel’s argument is melodramatically heightened, Willow’s reaction to him in the street is unusually sentimental, and the tone of the main plot feels exaggerated compared to the show’s usual style.
It’s a clever structural trick. On first broadcast, some fans were frustrated that the Hellmouth battle wasn’t shown, but that’s the entire point: this is the apocalypse as experienced by the “Zeppo,” the one who’s always on the side-lines.



26:34 : Surprise! Jack is revealed to already be dead, killed in a drive-by shooting three weeks before the episode!
28:58 : Faith had previously made references to being sexually frustrated after slaying, even in her first appearance in Faith, Hope and Trick.
29:30 : Going by this conversation, Xander is still a virgin. He loses his virginity here to a Slayer, although not the one he ever intended!
30:26 : Faith throws Xander out immediately following their encounter, not even giving him time to dress. Faith’s position on men and their ‘uses’ have been heard before, notably in Beauty and the Beasts.



31:02 : Willow, just like she does in Phases, shoots Oz with the tranquiliser dart. Twice!
32:20 : The Buffy and Angel drama here may seem to be a do-or-die-situation, full of strong declarations and talk of dying – but it also may be over the top because it’s seen from Xander’s perspective.




33:44 : Giles is chanting in Latin, some kind of binding spell. The translation is as follows: “Earth, wind, fire and rain. All four powers I beseech you. Protect us from fresh evil unleashed.”
34:00 : Willow locks Oz somewhere away from the library and believes he’s secure and will remain unconscious. She’s wrong, although she never actually finds out about it!
34:30 : Jack and his zombie pals put the bomb in the Sunnydale High basement. Ironically, Buffy herself will blow up the school in Graduation Day.
35:18 : Xander happens to pass the zombie gang and drags Parker with him when he drives off. Parker, bless him, is the first zombie to die again, decapitated by a mailbox.



35:50 : The music playing over the zombies and Xander in the school is Christophe Beck‘s ‘Dead Guys With Bombs’, released on the Radio Sunnydale Soundtrack.
36:10 : The return of the Hellmouth creature, and, according to Giles, it’s grown. We never see it properly here, and oddly, we don’t see it again.
37:23 : Bob becomes the next casualty of Xander’s weird night, when Xander squishes his head with the soda machine!
38:10 : Running away from Xander, Dickie runs straight into members of the Sisterhood of Jhe and is shredded.
38:20 : Xander gets a great beat here as he turns believing he’s free, until one of the creature’s heads comes from out of nowhere and he propels himself in the other direction!




39:31 : Xander gives us an indication of the timer on the bomb, which he says is at 49 seconds.
40:23 : We can hear the bomb beeping down and the counter here reads at 21 seconds remaining…
40:40 : Giles is shouting in Latin again, translated to “all the vessels of truth!”
40:55 : The timer is now down to 10 seconds…
41:12 : And now the timer stops at 2 when Jack finally disables it. However, the reason for this meticulous countdown? There’s more beeping sounds than seconds remaining.
41:57 : Jack swears revenge, but as he opens the door, Oz the Werewolf comes from nowhere and uses him as a chew toy!




42:09 : We see the gang the next day, covered in scars and bruises. Angel is mentioned as having been injured, but will be okay. Giles has gashes and claw marks on his face. Buffy’s arm is in a sling. Willow then mentions that “no one will ever know, how close the world came to ending.” And we never do either.
43:10 : In a fantastic moment, Oz turns down Xander’s offer of food, claiming to be ‘oddly full today’…
43:20 : Xander, quite rightly, ignores Cordelia’s comments this time. He smiles to himself, content that this time no one even knows he saved them. And they never do…
















