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Next — The Complete Buffy Episode Guide
May 04, 1999


David Fury

James A. Contner

Sarah Michelle Gellar as Buffy Summers
Nicholas Brendon as Xander Harris
Alyson Hannigan as Willow Rosenberg
Charisma Carpenter as Cordelia Chase
David Boreanaz as Angel
Seth Green as Oz
Anthony Stewart Head as Rupert Giles
Guest Stars:
Eliza Dushku as Faith
Harry Groener as Mayor Richard Wilkins III
Alexis Denisof as Wesley Wyndam-Pryce
Kristine Sutherland as Joyce Summers
Armin Shimerman as Principal Snyder
Keith Brunsmann as Vamp Lackey
Jimmie F. Skaggs as Courier
Jason Reed as Vamp Guard
Bonita Friedericy as Manager
Michael Schoenfeld as Security Guard #1
Seth Coltan as Security Guard #2
Brett Moses as Student


Since Faith's turn to the dark side seems to have ruined Buffy's chances of ever getting out of Sunnydale to go away to college, Buffy decides to launch an offensive and shut down the Mayor's plans for Ascension, ending up putting Willow in danger. Meanwhile, plans for the future are the order of the day, as Willow tries to choose among a bevy of college acceptances, Xander decides to take a summer road trip, and Buffy and Angel refuse to face the insurmountable obstacles to a successful life together.

For the full, detailed synopsis, click here.

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The Box of Gavrok "houses some great demonic energy or something which his honor needs to chow down on come A-day." This energy apparently takes the form of fifty billion killer bugs. Anyhow, this box certainly has a resemblance to Pandora's box from Greek mythology. Pandora was given a box that she was forbidden to open. Despite the warnings she was given, she opened the box and let out all the evils that have since afflicted man. Hope alone remained inside the box. (There are a couple of different versions of this myth, some of which state that hope was released from the box.) An another note, the breaking-into-City-Hall scene had a very Mission, Impossible feel to it.

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Body Count

Anonymous Vampire
Staked by Angel in a cemetery.
Anonymous Vampire
Staked by Buffy in a cemetery.
Shot with an arrow by Faith at an airport.
Vampire Guard
Dusted with a pencil by Willow (using telekinesis) at City Hall.
Security Guard
Attacked in the face by a Gavrok bug at SHS.
Total: Five
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Dialogue to Die For

Buffy: "You never take me any place new."
Angel: "What about that fire demon nest in the cave by the beach? I thought that was a nice change of pace."

Buffy (about Oxford): "That's where they make Gileses."

Willow (to Faith): "I know you had a tough life. I know that some people think you had a lot of bad breaks. Well, boo hoo! Poor you."

Principal Snyder (to Buffy and the gang): "You! All of you. Why couldn't you be dealing drugs like normal people?"

More quotes from this episode...

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Dialogue to Bury

Buffy: "It's weird. You look at something and you think you know exactly what you're seeing, and then you find out it's something else entirely."
What in the world is she talking about? Sure, it may be a valid observation, but it came out of nowhere.

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  • The Mayor: "What would Tollhouse Cookies be without the chocolate chips?" — Tollhouse is a company (a division of Nestle) which makes chocolate chips and similar baking goods. "Tollhouse cookie" is really a synonym for "chocolate chip cookie."

  • Joyce (to Buffy): "You were accepted to Northwestern University!" — Northwestern is a private university in Evanston, Illinois.

  • Buffy: "Faith's turn to the Dark Side of the Force pretty much put the kibosh on any away plans for me." — The Dark Side of the Force is a Star Wars reference; the bad guys (such as Darth Vader) were said to be on the dark side of the force. To "put the kibosh on" something means to stop it from happening or put an end to it. There is some dispute over the origin, but most likely it is Yiddish.

  • Buffy: "UC Sunnydale. At least I got in." — Obviously this is not a real school, but it's based on one. The University of California is a system of public universities with nine campuses (such as Berkeley, Los Angeles, Irvine, and Santa Barbara). The UC schools are not quite as ho-hum as Buffy makes them sound; they have very good reputations and fairly harsh admission requirements (especially the Berkeley and Los Angeles campuses).

  • Buffy (to Willow): "I can't believe you got into Oxford!" — The University of Oxford is in the United Kingdom (in Oxford, to be specific). This is Giles' alma mater.

  • Xander: "Kerouac. He's my teacher." — Jack Kerouac wrote On the Road, the book that Xander is reading, in which the main characters embark on an odyssey of drugs, sex, jazz, mystical philosophy, and new experiences as they travel across the United States. The book was one of the first novels associated with the Beat movement of the 1950s.

  • Willow (to Xander): "I think it's neat, you doing the backpack, trail mix, happy wanderer thing." — Trail mix is a mixture of nuts, raisins, dried fruits, seeds, or the like eaten as a high-energy snack, often by hikers and mountain climbers. The Happy Wanderer is an old polka song, written by Friedrich W. Moller, about — well, about a happy wanderer. You can find lyrics here.

  • Xander: "Hey, did you hear about Willow getting into Oxnard?" — Xander obviously misspoke himself; Oxnard is a city in California, about 40 miles south of Santa Barbara (which is where Joss says Sunnydale "is").

  • Cordelia (trying to insult Willow): "And M.I.T. is a Clearasil ad with housing." — The Massachusetts Institute of Technology is a private university in Cambridge, MA. Clearasil is a brand of skin care items, such as zit creams.

  • Buffy: "I'm tired of waiting for Mayor McSleaze to make his move while we sit on our hands counting down to Ascension Day." — A word-play reference to "Mayor McCheese," a character in McDonald's advertising in the late 70s and the 80s. He was Mayor of McDonaldland, and he had a big hamburger for a head. — Submitted by Mathew.

  • Faith (telling the Mayor what happened to the courier): "I made him an offer he couldn't survive." — This is a paraphrase of the famous line from the 1972 mob movie, The Godfather, "I'm gonna make him an offer he can't refuse." There is a similar line in part two of the trilogy: "I'll make an offer he don't refuse. Don't worry." — Submitted by Mathew.

  • Cordelia: "Read 'em and weep, creep: USC, Colorado State, Duke, and Columbia." — The University of Southern California is in Los Angeles, CA. Colorado State University is in Fort Collins, CO. Duke University is in Durham, North Carolina. Columbia University is in New York, NY. All but Colorado State are private schools.

  • Buffy (congratulating Willow on her spell): "Four stars, Will." — This refers to a common method of rating movies, restaurants, etc., with the highest rating being four stars.

  • The Mayor: "Clandestine meetings by dark of night, exchange of prisoners ... I feel like we should all be wearing trenchcoats." — No, this was absolutely not a reference to the Littleton, Colorado incident (it was written and filmed well before that). This was a throwback to old spy/crime/mob movies in which bad guys, private eyes, and others commonly wore trenchcoats.

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  • Becoming, Part One — Buffy mentions that she killed the Mayor's vampire limo driver with Mr. Pointy, the lucky stake that Kendra gave her.
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Goofs and Gaffes

  • When Cordy is showing Xander which schools she got into, first she hands him three envelopes — "USC, Colorado State, Duke." Then she hands him two more, the top one of which has a USC logo, and says, "...and Columbia."

  • After the Gavrok bug is squashed by Buffy, Angel helps her up. While he is doing so, it appears that there is no squashed bug on the floor (it could be behind his leg, but it really doesn't look like it), but once she's up, then he kicks it away.

  • This isn't exactly a goof, perhaps, but it's interesting anyway. When the gang is waiting for the Mayor to show up with Willow, the lights go out. Angel says he can see okay, the Mayor and his crew arrive, and Buffy and friends look and watch him enter — except Angel. He's still looking off to the side somewhere, for no apparent reason. — Submitted by Joseph B.

  • The Mayor acts as though he's never seen Buffy before ("So you're the little girl that's been causing me all this trouble. She's pretty, Angel. A little skinny.") However, he saw Buffy at close range in "Band Candy" when Buffy arrived in the sewers, they were both at the City Hall meeting in "Gingerbread," and he recognized her on the security camera in "Consequences." The only defense is that he's never taken a good, long, look at her, but it's still a bit odd. — Submitted in part by Manja.

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  • Buffy has an Aunt Arlene, presumably Joyce's sister, in Illinois.

  • The ritual they would have used to destroy the box was called the Breath of Entropics.

  • The Mayor used to have an Irish Setter named Rusty, and a wife named Edna Mae (whom he married in 1903 and remained with until her death).

  • When the lights go out in the prisoner exchange scene, Angel says he can see fine, implying that vampires have at least some degree of night vision. — Submitted by Mathew.

  • Buffy was accepted to Northwestern University and UC Sunnydale. It is implied that she was accepted to others, because Joyce is pleased that Buffy has "so many choices." Willow has been accepted to Oxford and M.I.T., as well as the schools she mentioned in "Bad Girls." There are probably more for her as well, as she says that she could go to "any college in the country, [plus] four or five in Europe." Cordelia got into USC, Colorado State, Duke, and Columbia. All of these schools carry at least some degree of prestige.

  • It seems like Sunnydale keeps getting bigger than we were led to believe in the first few episodes. Now we find out they have a UC campus (see references) — they don't stick those in just any old small town— that's far enough from Buffy's house that she'd rather not come home every night. And they still only have one club?

  • Here is the translation of Willow's spell breaking the supernatural barrier around the box:

    Sis modo dissolutum
    exposco, validum scutum!
    Diutius nec defende a
    manibus arcam, intende!
    Be now dissolved, I demand,
    o powerful shield, no
    longer defend the box from
    our hands. Hear us!
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I liked this episode, but I think it might have only been from being in anticipation of a new episode. I think that the Mayor's speech to Angel during the trade-off was a little forced. I know the Mayor is eccentric, but that seemed a little too excessive for me. However, I liked seeing the Buffy gang go on the offensive for once. Willow was amazing in this episode in the way that she stood up to Faith. Perhaps a bit of the doppelgänger Willow is still within her. Lastly, I hate the way they build up Buffy and Angel's relationship, just to have it be broken up again. (I had a friend who was like that and it was really annoying!) All in all, a pretty interesting episode, but lacking in depth. (6/10)
Jamie Marie:
On the whole, I didn't find this episode particularly impressive (after all those reruns, I guess I was hoping for a real masterpiece). But it wasn't bad. I wasn't thrilled with the explanation of the box; first Buffy says it contains some "great energy," then it turns out there are killer bugs in it. Is the energy in the bugs? Or are the bugs just a bonus? Did the energy leak out at all when the box was opened? What the heck are those bugs, anyway? Anyhow, bonus points for some of the acting/directing in the ep. Oz's reaction to Willow's kidnapping was excellent; when a typically collected character suddenly gets emotional, it can seem fake, but Seth's method was perfect. Snyder's reaction to the Mayor's invulnerability was hilarious; he obviously didn't know as much about the Mayor as I originally thought he might. Willow standing up to Faith was good, too (I loved her "Well, boo hoo!"). The music in the "show down at the cafeteria" scene was cute — just the right touch of humor without quite being cheesy-in-a-bad-way. Faith's hesitation at the end seemed a little forced to me; not so much in her acting as in the writing, as if they need to give us some sign that Willow's speech may have gotten through to her (or maybe she didn't want to leave her knife). Oh, and BTW, has anyone but me noticed that Xander has yet to get a single acceptance letter? (7.5/10)
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Air Date Rating Ranking
May 04, 1999 3.6 90 of 124
August 3, 1999 1.9 104 of 117 (tie)

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