Buffy the Vampire Slayer

Season 7 Episode 7

Conversations with Dead People

Aired Tuesday 8:00 PM Nov 12, 2002 on The WB
out of 10
User Rating
577 votes

By TV.com Users

Episode Summary

Buffy squares off, physically and mentally, against former classmate Holden Webster, who has just risen as a vampire. Back at the Summers house, Dawn is terrorized by an unseen force, while Willow is visited in the library by the ghost of Cassie Newton, who says she's been sent by Tara.moreless

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  • When the writers want to pull out all the stops on Buffy, they almost always succeed.

    "Conversations with Dead People" is a quintessential example of an extremely tight episode of television -- it's got plenty of action, brilliant and penetrating dialogue, tons of creepiness, a unique structure, and serves up a thrilling setup to the season's plot. The episode has me sold from the moment it begins, with the introduction sequence blowing me away. This is pulled off by a great mixture of music, tone, and cinematography. One thing that's not really apparent until you think about it is that none of the main characters interact with each other at all in this entire episode. This fact doesn't seem odd until you really think about it. How many shows have you seen that have done this before? I sure can't think of any. It's actually a fairly risky move, but one that really pays off due to the tone-setting nature of the episode.

    The First's exit speech and disappearing act left me with a very creeped-out feeling in my bones. I'm totally behind Willow in now being in all-out concerned mode. What an amazing setup for the rest of the season! If I have one complaint about this episode, it's actually that the rest of the season did not even come close to living up to what was started here. Sadly, the First is rarely if ever this scary again, which is truly a shame. This episode opened up the kind of potential that, if it had been realized, could have made this the best Buffy season of them all. Instead we're left with a flawed, unrealized season; a season that still has a lot of merit, but simply isn't all it could be.

    With that said, I can't hold what comes next against "Conversations," because this episode hits all the right chords and ends up being an incredibly unique and satisfying experience. Although not quite a Top 10 episode, it definitely comes close. Kudos to everyone involved. I'd also like to make special mention of guest star Jonathan Woodward, who plays Holden and does a phenomenal job with the role.moreless
  • The cemetery psychoanalysis scene was hilarious!

    Overall, the episode was only so-so. The cemetery psychoanalysis scene however was hilarious.

    Buffy patrols the cemetery and is about to slay a newly arisen vampire.

    But he turns out to be one of Buffy's high school classmates, who later became a psych major.

    He ends up sitting on a gravestone, questioning Buffy about her inability to commit, while she lies on an adjacent sarcophagus, as if it was a couch in a psychoanalyst's office.

    The tableau made for a terrific sight gag.moreless
  • Pure brilliance!


    The Good;

    All of it, pretty damn amazing the whole thing. In a pretty intense and serious episode I do like Dawn's fun anchovies song and dance not to mention her marhsmallow in the microwave (love to try that but then it didn't turn out too well for her)

    The Bad;

    The only problems I have is that there's no Xander and that the Cassie role was so blatantly supposed to be Tara. If it is The First that visits Dawn it's actions seem remarkably tame AND it seems to be able to move stuff with it's will which it can't do later. Also why put on the big show, why not just appear to Dawn as it did to Willow and Andrew? Maybe it is Joyce but the First is somehow manipulating her and only allows it to put over what it wants Dawn to hear? If it is The First trying to mislead Dawn why does it try to get her to leave the house?

    Best line;

    Holden; "Who knows, maybe I'll win?"

    Buffy; (almost pityingly) "No, I'm the Slayer. You're not leaving this graveyard"

    Women good/men bad;

    We learn that Hank cheated on Joyce and that was the reason for their divorce.


    Holden hitting Buffy in the face with the virgin Mary statuette. Dawn getting all cut up. Cassie/The First's description of how she imagined Willow committing suicide.

    Kinky dinky;

    When confessing to Holden Buffy says that during her sex with Spike she felt she deserved to be punished which explains some of the violent/S&M nature of their relationship. Buffy says she hates the way vamps equate sex, pain, death and love but then as Spike said, they are evil, they should be treading on the darkside. Looking back on her previous boyfriends Buffy observes she sure can pick them, every one a doomed romance. There were rumours at SDH that Buffy was dating a really old guy but did this mean Angel or Giles? ("Older man, very handsome, likes it when I call him daddy") Holden says he is 'chatting Buffy up'. Spike effortlessly picks a hot blonde up at the bar. Buffy refers to Spike 'taking me over completely' and 'doing such things to me'. Holden refers to guy talk in 'nailing a girl'.

    Captain Subtext;

    So if Spike sires his blonde after picking her up in a bar does he do the same thing with Holden? Buffy confesses she feels superior to her friends and lovers but feels guilty about it. This suggests that Faith is actually the ideal girl for her as they're equal in every way. Scott Hope, Buffy's boyfriend from season 3 has now come out of the closet which must be a relief for her as it means their break up wasn't her fault. But apparently he told everyone she was gay which given her track record with guys might be the best option for her?

    Note that Jonathon and Andrew actually want to be part of the Scooby gang which Andrew at least will achieve.

    Missing scenes;

    Supposedly we were to see Xander visited by Jesse and Anya by Halfrek but they couldn't get the actors which was a great shame.

    Apocalypses; 7,

    Scoobies in bondage:

    Buffy: 8

    Giles: 4

    Cordy: 5

    Will: 4

    Jenny: 1

    Angel: 4

    Oz: 1

    Faith: 3

    Joyce: 1

    Wes: 1

    Xander; 2

    Dawn; 4

    Scoobies knocked out:

    Buffy: 19

    Giles: 12

    Cordy: 6

    Xander: 14

    Will: 8

    Jenny: 2

    Angel: 6

    Oz: 3

    Faith: 1

    Joyce: 3

    Wes: 1


    Dawn; 4

    Tara; 1

    Kills: Buffy kills 1 vamp

    Buffy: 110 vamps, 60 demons, 6 monsters, 3 humans, 1 werewolf, 1 spirit warrior & a robot

    Giles: 8 vamps, 2 demon, 1 human, 1 god.

    Cordy: 3 vamps, a demon

    Will: 6 vamps + 3 demons +1 fawn+1 human.

    Angel: 3 vamps, 1 demon, 1 human

    Oz: 3 vamps, 1 zombie

    Faith: 16 vamps, 5 demons, 3 humans

    Xander: 6 vamps, 2 zombies, 1 a demon,

    Anya: 1 vamp and 1 a demon

    Riley; 18 vamps + 7 demons

    Spike; 8 vamps and 6 demons

    Buffybot; 2 vamps

    Tara; 1 demon

    Dawn; 1 vamp + 1 demon

    Scoobies go evil:

    Giles: 1

    Cordy: 1

    Will: 3

    Jenny: 1

    Angel: 1

    Oz: 1

    Joyce: 1

    Xander: 4

    Anya; 1

    Dawn; 1

    Buffy; 1

    Alternate scoobies:

    Buffy: 8

    Giles: 4

    Cordy: 1

    Will: 5

    Jenny: 2

    Angel: 3

    Oz: 2

    Joyce: 2

    Xander: 4

    Tara; 1


    Spike; 1

    Anya; 2

    Recurring characters killed: 13 byebye Jonathon, with us from the untransmitted pilot who came good in the end.

    Jesse, Flutie, Jenny, Kendra, Larry, Snyder, Professor Walsh, Forrest, McNamara, Joyce, Katrina, Tara, Jonathon

    Sunnydale deaths; Jonathon and Spike's victim


    Total number of scoobies: 6,

    Xander, Buffy, Dawn, Willow, Anya, Spike

    Xander demon magnet: 5(6?)

    Preying Mantis Lady, Inca Mummy Girl, Drusilla, VampWillow, Anya (arguably Buffy & Faith with their demon essences?), Dracula?

    Scoobies shot:

    Giles: 2

    Angel: 3

    Oz: 4

    Riley; 1

    Buffy; 1

    Tara; 1

    Notches on Scooby bedpost:

    Giles: 2; Joyce & Olivia, possibly Jenny and 3xDraccy babes?

    Cordy: 1?

    Buffy: 4 confirmed; Angel, Parker, Riley, Spike. 2 possible, Dracula+RJ(?)

    Angel: 1;Buffy

    Joyce: 1;Giles, 2 possible, Ted and Dracula(?)

    Oz: 3; Groupie, Willow & Verucca

    Faith:2 ;Xander, Riley

    Xander: 2; Faith, Anya

    Willow: 2;Oz and Tara

    Riley; 3; Buffy, Sandy and unnamed vampwhore

    Spike; 2 Buffy and Anya

    Anya; 2 Spike and Xander

    Dawn in peril; 13 once again but this time she deals with it herself

    Dawn the bashful virgin; 9

    What the fanficcers thought;

    Loads of fic where Joyce's real ghost visits both Dawn and Buffy, how wonderful if we could see the mother we loved and lost again if only for a minute. Interesting to see Dawn in Ash from Evil Dead mode, once read a fic where Tara's family are actually Texas Chainsaw Massacre types and kill everyone in the season 5 Scoobies except for Tara, Riley, Willow and Dawn. However when Tara and Willow ressurect Buffy she finds that Dawn has now turned into a combination of Ash/Lara Croft (but still has both hands). Meanwhile Faith defeated the First and shared her power with the Potentials but was presumed to have perished in the collapsing the Hellmouth. But whose is that gorgeous female hand holding a scythe breaking the surface at the Sunnydale crater...?

    Questions and observations;

    I take it that the Dartmouth Holden refers to is a college in the US rather than the town in Devon? By the commentary we know that it isn't really Joyce who visits Dawn but her warning that Buffy wouldn't choose Dawn in the end turns out to be prophetic. Dawn's battle with The First(?) references The Excorcist, Die Hard (glass in feet), The Shining, The Amityville Horror, Poltergeist, Highlander and especially the Evil Dead films . Andrew says he found Klingon easier to learn than Spanish but then as an artificial language it would be simpler. 'Insane troll logic' again. Kit from 'Lessons' reccurs although offscreen. Someone in the Summer's house likes Mariarchi music as it was also on their radio in 'Quelled'. Lovely music at the Bronze, is that the same band as in Dopplegangland? Is Jason Wheeler the guy who won the class clown award in The Prom? Holden has studied 2 years of Tae-Kwan-Do which is SMG's martial art. Buffy refuses to commit on the God question despite the effects of crosses and holy water on vamps. Considering how much real horror there is in Dawn's life you'd wonder that she watches a horror film? JE refers disparagingly to Charmed on the commentary. Holden refers to the SD mental hospital which was presumably built after season 5.

    Both Spike and his date smoke in a bar which I didn't think you could do in California. Buffy still suffers from the Slayer deathwish to a degree to judge from some of the things she says.

    How old is Buffy? Holden says she's 21 but if she's 15 in season 1 surely she's 22/23 now? The girl Spike picks up in the bar reminds me a lot of Christina Applegate. Holden seems to be a remarkably human vampire but then people sired by Spike and Dru always seem to be. So this was filmed in a real graveyard? I'm not sure I'd like my loved one's grave used as a prop in a TV series, especially with Holden sitting on it? Dawn can do magic, living with Tara and Willow all those years must have paid off.

    Apparently they had to cut 9 minutes off this ep. WHY can't we have Buffy Special Edition DVDs with all this footage restored and commentaries for all the eps?

    Marks out of 10; 9/10, only failing to be 10/10 due to no Xander and no Tara. This one I watched 4 times, twice with the commentary.

  • The Evil Dead Talk Show

    ConversationsWith Dead People- Buffy squares off, physically and mentally, against former classmate Holden Webster, who has just risen as a vampire. Back at the Summers house, Dawn is terrorized by an unseen force, while Willow is visited in the library by the ghost of Cassie Newton, who says she's been sent by Tara.

    One thing I never understood about fans' attitude towards Season 7, is that it had no "special" episode(s) like the past 3 seasons. After asilentepisode, a dream episode, a music-less surrealistic episode and a musical episode, I guess "Conversations With Dead People" doesn't hold up and match theground-breakingachievements of the series that were "Hush", "Restless", "the Body" and "Once More With Feeling". Nevertheless, "Conversations With Dead People" is without a doubt, the series at it's finest! Mixed with horror, humor, gore and character drama as well as the show's signature witty dialogue and though-provoking subtext., this is anexhilarating hour. Like the other "special" episodes, the episode's structure is significantly different as the plot is split into 5 segments: Buffy in thecemeteryon a usual patrol, Dawn home alone, Willow studying in the library as UC Sunnydale, Spike at the Bronze drinking alone and Jonathan and Andrew return to Sunnydale in hopes of some sort of redemption. So I feel to give an effective review, is to review each segmentindividually. The episode starts with a beautiful music montage of each character with the date, time and year of the episode being shown as a band sets up and performs....

    Segment#1-Buffy's segment is probably the most humorous segment of all 5. What starts off as a typical fight between her and a vampire turns into familiar face from her High School days, who she can barely remember. Holden Webster is a surprisingly charismatic vampire who beaten catching up with Buffy and trying to get into her psyche brutally attacks her. Only in the Buffyverse could a sequence like this work and work brilliantly. Both Sarah Michelle Gellar and Whedonverse actor Jonathan M. Woodward are great together. The dialogue is filled with neat one-liners and hilarious references like Scott Hope turning out to be gay and Holden telling Buffy "I'm here to kill you, not judge you." But the parts are definitely when Buffy opens up to Holden about her brutal relationship with Spike, the reasons she kept going back to him as well as her superiority/inferiority complex. It'salwaysgreat to get into Buffy's head and even after her depression in Season 6, it's nice to see the character continuing to grow and realizing her faults. The segment ends with the chilling discovery that Spike sired Buffy, which continues in the next episode....

    Segment#2-Willow's segment is probably the most emotional of the segments. Falling asleep in the library, she wakes up to Cassie confronting her. Now originally, Amber Benson was to reprise her role as Tara for this scene, but considering how the scene ends, she didn't want the last image of Tara to be something evil or scary, so Azura Skye returns as Cassie here in her place. Regardless, this segment is remarkable with Azura showing just how impressive her acting chops are. Alyson is also stunning here and your heart just breaks when Cassie tells Willow she brought a message for Tara. Just seeing Willow crying trying to call out to Tara pulls at the heartstrings. This truly saddening piece than turns into something terrifying when Cassie wants will to stop using magic, telling her she'll kill everyone and when Willow refuses, she tells her to kill herself. From Cassie's facial expressions to Willow realizing what going on, it's all bone chilling! The First finally reveals itself and her threat to Willow was probably the finest moment from the First, especially this:

    Willow; "From beneath you, it devours."

    Cassie/The First: "Oh not it....me!"

    The SFX shot of the Cassie's smile as she morphs into a skeleton and disappears just gives me goosebumps! One of the genuinely scariest moments from the series.

    Segment#3-Dawn's segment is rather shocking and the most violent of them all. I have to say considering how much Dawn gets flake, I was really was impressed by the writers going there with her and Michelle Trachtenberg was more than up for the challenge! She was quite compelling here, showing the worst of Dawn at the beginning when some dark presence is in the house and is completely helpless yet showing the best of Dawn when Dawn realizes her mom is being tormented by this presence and fights to save her mom's soul with everything she has. From the bloody splattering to Dawn gettingrepeatedlycut to the disturbing images of Joyce's body appearing/disappearing, it was well done and horrifying. it's always great to see Kristine Sutherland back, even if Joyce is dead! Joyce looking beautiful after the hell of she'd been through and her vague message to Dawn about Buffy not chosing her are foreshadowing the final moments of the series, once again. Once again, Michelle must be commended for showing this side of Dawn, especially at such a young age. Definitely the segment that was the scariest story!

    Segment#4-Spike's segment is complete dialogue-free. We just see him getting friendly with a beautiful girl. He ultimately takes her home. Suddenly, he bites her and kills her. While a short segment, it's a "Holy SH!T" moment that was worth the wait!

    Segment#5-Jonathanand Andrew's segment is pretty funny as the duo return to Sunnydale to find some sort of resolution to their outlaw lives. We see that the First is manipulating Andrew as Warren and I love even as the First, Warren is still Warren and has his geek moments with Andrew. The saddest part of the segment is definitely Andrew killing Jonathan, especially Jonathan's last words before that. The fact that he missed his high school days from the bullies to the people who ignored him was a huge revelation after "Earshot". The boy who once was about to kill himself of the pains of his sad high school existence finally realized, it was all worth it and has grown from it. It's hard to watch Jonathan die and it's surprising to see Andrew of all people do it!

    With stellar cliffhangers ending each segment filled with laughs, scares and character insight, "Conversations With Dead People" is a masterful hour (and the only Xander free episode, though it would have been cool to see the First as maybe Jessie, manipulating him!). Some of the best dialogue and moments from the series. Definitely in my top 10 of series and one episode that sent the main arc into overdrive.moreless
  • The First Evil reveals itself through various "conversations with dead people."

    This is one of the most dissapointing episodes from Buffy's final season. Although ripe with potential the episode is dissapointing. It also sets up ideas that are not followed through. If Amber Benson had guested the scenes with willow would have more depth, importance, and meaning. Seeing Tara again would break the hearts of Willow as well as the audience. The stuff with Dawn and Joyce make little sence as Dawn must battle an unknown evil to communicate with Joyce. But who is behind this evil? If it is the first evil than it makes even less sense since "the first" is non-corporial and cannot actually DO ANYTHING, including wreck the summer's house. THe scenes with Buffy are the best of the episode as they give us a side of Buffy we rarely see. Overall a dissapointing ep!moreless
Stacey Scowley

Stacey Scowley

Young Woman

Guest Star

Azura Skye

Azura Skye

Cassie Newton

Guest Star

Jonathan M. Woodward

Jonathan M. Woodward

Holden "Webs" Webster

Guest Star

Danny Strong

Danny Strong


Recurring Role

Tom Lenk

Tom Lenk


Recurring Role

Adam Busch

Adam Busch


Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (6)

    • In this episode the First is able to hurt Dawn and break windows, but in every other episode we are told that it is incorporeal and unable to touch physical objects. This is either a goof, or there is something more going on in the Summers home than just the First.

    • Dawn is shown heating a marshmallow in the microwave and then eating it but in Blood Ties she tells Ben that she doesn't like marshmallows because Buffy once told her they where monkey brains. This is either a goof or Dawn outgrew the quirk.

    • When the unseen entity is hurting Dawn to make her stop the spell it pushes her against the wall and there is a lot of blood in and around her mouth, but when she looks up after the spell there is no sign of the blood, it has completely vanished.

    • When Dawn unplugs the television set, the camera goes from her back to her front several times; but on the frontal view, Dawn is holding the plug upwards, when the camera is behind her she is holding it to the floor...

    • When Jonathan and Andrew are talking on the walkie-talkies (as "Echo 1" and "Echo 2"), a flashlight is obviously shining on Jonathan, yet Andrew never even remotely points his flashlight toward Jonathan.

    • Cassie's reference to Once More With Feeling is incorrect. She says when you sang to each other at the bridge, however only Tara sings.

  • QUOTES (12)

    • Holden: Oh, so I'm a vampire. How weird is that?
      Buffy: Sorry.
      Holden: No, no. Feels great. Strong. Like I'm connected to a powerful all-consuming evil that's gonna suck the world into a fiery oblivion. How 'bout you?

    • Dawn: (singing) Anchovies, Anchovies you're so delicious! I love you more than all the other fishes!

    • Andrew: You keep leaving me. I hate it when you leave me. One time you died, and I ended up a Mexican.

    • Andrew: We're outlaws with hearts of gold.

    • Buffy: Yeah, what I really need is emotional therapy from the evil dead.

    • Andrew: It eats you starting with your bottom.

    • Jonathan: 36-19-27, that's it! That was my locker combination, bugging me all night.
      : Dude, the last few years I've tried to forget about high school, why are you trying so hard to remember it?
      Jonathan: I don't know, I guess I miss it, don't you?
      Andrew: (sarcastically) Yeah, I really miss it.
      Jonathan: I'm serious, I really miss it. Time goes by, and everything just drops away. All the cruelty, all the pain, all the humiliation... it all washes away. I miss my friends, I miss my enemies, I miss the people I talked to every day and the people who didn't know I existed. I miss them all. I want to talk to them, you know? I want to find out how they're doing, I want to know what's going on in their lives.
      Andrew: You know what? They don't want to talk to you. Those people that you just mentioned not one of them is sitting around going "Gee, I wonder what Jonathan's up to right now." Not one of them cares about you.
      Jonathan: Well I still care about them. That's why I'm here...

    • Jonathan: Of course I'm scared. Last time we were here, 33.3 bar percent of us were flayed alive.

    • Jonathan: We should have stayed in Mexico.
      Andrew: I didn't like it there. Everybody spoke Mexicoan.
      Jonathan: You could have learned it. You learned the entire Klingon dictionary in 2 1/2 weeks.

    • Holden Webster: And I thought I was diabolical. Or at least I plan to be. You do have a superiority complex, and you've got an inferiority complex about it. Kudos.

    • Willow: From Beneath you it devours.
      Cassie: Not "it". Me.

    • Holden Webster: Buffy, I'm here to kill you, not to judge you.

  • NOTES (28)

    • When Dawn is in the kitchen dancing, the music that she is listening to is the same music that Buffy was listening to in Season Five "Listening To Fear" when she is washing dishes.

    • This episode won a Hugo Award for Dramatic Presentation: Short Form.

    • In one version of the script, when Dawn actually thinks she brought her mother back from the dead, there is the line:
      Dawn: They told me I couldn't bring someone back.
      Joyce: I guess I'm the first.
      Which obviously is a hint that it was The First talking to Dawn.

    • According to the season 7 commentary, the demon that was attacking Joyce was actually the Gnarl costume (from Same Time, Same Place) painted black.

    • Azura Skye was only supposed to play the character, Cassie Newton, in a single episode (Help), but she reprised the role in Conversations With Dead People because Amber Benson declined to return as The First masquerading as Tara. The script was rewritten so that The First appears as Cassie instead.

    • Holden is the second schoolmate of Buffy's to be named after a car make. The first was Ford, in the episode Lie To Me.

    • This episode is number nine in Joss Whedon's list of his top ten favorite episodes according to The Last Sundown featurette in the season seven DVD box set.
      In another top-ten list (which is actually comprised of twelve episodes) this episode is placed as number twelve. However, this top "ten" list is not put in ranking order, rather the episodes are placed in air-date order (to which episode was first aired). The is according to the top ten list exclusive to the Australian Chosen Collection Box-set.

    • According to Jane Espenson's website, the DVD commentary for this episode was recorded on July 14, 2003.

    • Jane wrote her section of the script during a weekend in Las Vegas gambling in the casinos.

    • The line "strong, like an amazon" was a reference to a conversation between Willow and Tara in the Season Five episode "The Body".

    • In an interview Jane Espenson said she would rather have written the Jonathan/Andrew/The First scenes as Jonathan was her favorite character and if he was going to die she wanted to say goodbye to him. She was, however, also happy with the scenes that she did write.

    • On the season 7 DVD commentary, it was said that Kali Rocha (Halfrek) was asked to come back as the first to haunt Anya, but she couldn't make it due to some other work.

    • On its first showing in the UK, this episode was greatly edited, especially the scene where "Joyce" is attacked by a demon. It can be seen in its entirety on video.

    • Although James Marsters appears in this episode he has no dialogue.

    • In an interview, Jane Espenson revealed that it was Joyce/The First that appeared to talk to Dawn at the end of the episode.

    • Joss Whedon has a penchant for using the same actors in multiple roles on his various series. Such is the case of Jonathan M. Woodward, who plays Holden "Webs" Webster. Woodward also played the characters of Knox on Whedon's Angel in the episode "Home", as well as the character of Tracey in an unaired episode of Whedon's Firefly, entitled "The Message". All aired (or were filmed) during the same television season.

    • This is singer Angie Hart's third appearance on the show. Previously, her husband Jesse Tobias (worked on "Once More With Feeling") fronted the band "Splendid."

    • In an interview with Drew Goddard with the girls at the Succubus Club, he mentioned that four of the main writing team contributed to putting this episode together: Marti Noxon wrote most of the Willow/Cassie story, Joss Whedon wrote most of the Buffy/Holden story, Drew wrote the Andrew/Jonathan/Warren story at the High School, and Jane Espenson wrote the Dawn/Joyce story.

    • The crypt where Buffy & "Webs" talk is the same, or very similar to the one in "Welcome to the Hellmouth" where Buffy meets Darla.

    • Rumors existed that Eric Balfour (who played Xander's friend Jesse who died in the series premiere and was never referred to again afterwards) was offered the chance to return as "Jesse/the First" in a confrontation with Xander as a substitute scene for the Willow/Tara-the-First scene, since Amber Benson refused to return. Had this been the case, Alyson Hannigan would not have appeared in this episode.

    • Amber Benson was offered a chance to play "Tara as the First" in this episode, appearing to Willow in the library. Benson very nearly accepted but at the last minute declined, claiming that this would be cruel to both Willow and the fans.

    • Joss Whedon and Angie Hart together wrote the song "Blue" which Angie sings in the teaser. The video clip for the song begins almost exactly as this episode does, with the band setting up their instruments.

    • Andrew and Jonathan talk about a dream that they've been having. Andrew says, "It eats you, starting with your bottom." This is obviously, "From beneath you, it devours," which seems to have been mixed up in the translation from Spanish, in which they heard it.

    • Holden makes a comment about nemeses. Buffy then asks, "Is that how you say it?". This is a reference to the Season 6 episode Gone, where Warren, Andrew and Jonathan are revealed to Buffy and say that they are her "arch-nemsis-es".

    • Dawn says "Mom...Mom?...Mommy??" This is the same thing that Buffy said when she found her mother on the couch.

    • Holden informs Buffy that her ex-boyfriend Scott Hope came out of the closet and is now gay. A possible reference to the fact that Fab Filippo, the actor who played Scott, now plays a homosexual on Showtime's Queer as Folk.

    • Nicholas Brendon and Emma Caulfield do not appear in this episode. This is the only episode Nicholas does not appear in. Emma has not appeared in several episodes since becoming a regular.

    • This is the second episode with the title at the beginning. The first was "Once More, With Feeling". It is also the only episode with a specific date and time given at the beginning of the episode (November 12, 2002; 8.01pm -- the same date as the original airdate).


    • Jonathan: Empress Josephine.
      Empress Josephine, born Yeyette Tascher, became the wife of Napoleon Bonaparte.

    • Holden: I let you crib off my Vaclav Havel essay at that time.
      Vaclav Havel was president of Czech Republic in 1990-2003. Czech Republic is small country in middle Europe. Vaclav Havel is also writer of many theather plays.

    • Andrew: Think McFly...
      The highly popular time-travel trilogy Back to the Future starring Michael J. Fox as Marty McFly. The antagonist of the movies, Biff Tannen (or sometimes one of his relations), only calls Marty or his father George by their last name... as in "Think McFly..." or "Hello McFly" followed by knocking on their skull. Obviously Andrew is berating Jonathan like Biff does to Marty and George.

      Also, the opening scene of someone setting up an electric guitar is very similar to the scene at the beginning of the movie where Marty is trying out the Doc's new speakers, and the date of this episode, 12th November, is the date in 1955, marty goes back to the future.

    • Warren: If Short Round pulls off his end of the bargain...
      Short Round was Indiana Jones' vertically challenged partner in Temple of Doom. He was played by Jonathan Ke Quan.

    • Evil Entity: GET OUT!

      This is a reference to the classic horror film The Amityville Horror in which a house is possessed by evil spirits which order the occupants to leave.

    • Cassie: ...candlelight, the Indigo Girls playing, picture of your dead girlfriend on your bloody lap....
      The Indigo Girls are folk singers with a large lesbian fanbase.

    • The Trio: Echo 2 to Echo 1" (...) If you strike me down... I shall become more powerful than you can possibly imagine. (...) That boy is our last hope... No, there is another.
      The scene where Jonathan and Andrew break into the new Sunnydale High is thick with Star Wars references. The first exchange is in reference to Echo Base on Hoth in The Empire Strikes Back; the second is before Obi-Wan Kenobi is killed by Darth Vader in Star Wars; and the third, in which Morphy Warren gets caught up in the moment, is from Kenobi and Yoda's exchange when Luke leaves Dagobah in The Empire Strikes Back.

    • Willow: I am not strong like an Amazon!
      The Amazons are a group of woman warrior's who do not live with men. They only meet with men when they want to reproduce. The father gets killed. If the child turns out to be a male, the child also gets killed. They are part of Greek myth, and archeologists have confirmed that the Amazons are not a myth at all, although they do not exist anymore.