When Buffy is befriended by a group of upper-class men, who convince her to drown her sorrows with them, bartender Xander becomes suspicious when Buffy and her new friends return to their primordial roots.
original airdate--November 2,1999 songs:
- Ash - "I'm Gonna Fall"
- Collapsis - "Wonderland"
- Gale Music - "Some people say"
- Kim Ferron - "Nothing But You"
- Lauren Christy - "Perfect Again"
- Luscious Jackson - "Ladyfingers" (Remix)
- Luscious Jackson - "Ladyfingers"
- Paul Trudeau - "I Can't Wait"
- Paul Trudeau - "It Feels Like I'm Dyin' Inside"
- Paul Trudeau - "People will Talk"
- Smile - "The Best Years"
- T.H.C. - "Overfire" - played by Shy at The Bronze
Body Count--Three vampires, dusted by Buffy (in her dream)