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)