This episode is a big bag of fun. There's certainly more substance here than in "Pangs" (4x08), especially since it directly involves Willow who's making observations about other characters. There's also a lot of really key insights made by other characters as well. This is really quite amusing to watch and contains some very memorable comedic scenes (i.e. "Giles, help! He's going to scold me!"). It isn't quite able to match "Doppelgangland" (3x16), which is the perfect example of what I'm looking for in a comedy-heavy outing: tons of humor and hefty character development. It's still extremely funny, though, and does offer up some substance.

At the beginning of the episode Riley and Buffy have a little chat. He tries to explain that he likes Buffy so much because she's a mystery. That's sure not going to last very long (as is evident in S5). He does win some points with her by calling her both mysterious and beautiful. Later on we see Buffy and Willow having an evening chat about Riley while patrolling. Buffy asks some pretty tough questions which are seriously worth thinking about. She says, "I have to get away from that bad boy thing. There's no good there. Seeing Angel in LA.. even for five minutes.. hello to the pain ... But I can't help thinking - isn't that where the fire comes from? Can a nice, safe relationship be that intense? I know it's nuts, but.. part of me believes that real love and passion have to go hand in hand with pain and fighting." She's admitting to herself here that she is attracted to the "bad boy thing" -- it gives her passion in the relationship. This whole conversation sets up the future problems she's going to have with Riley. She gets the normal boyfriend, but she isn't passionate about him. Riley begins to notice this fact about Buffy in S5, which is the primary motivation behind his actions in "Into the Woods" (5x10). He ends up trying to conform himself to be what she wants and fails miserably at it because it's not who he is.

Anyway, over at Giles' place we find Spike amusingly chained to a bathtub. Spike understandably doesn't want to give away too much information about the Initiative because he's worried Buffy will stake him afterwards. Even in the pathetic situation he's in, Spike is still extremely observant. He's the only one who notices that Willow's "hanging on by a thread" over the news that Oz is settling down somewhere else. This skill will come in handy for him when he verbally picks apart the Scoobies later in the season. It's also worth pointing out that at the end, neither Buffy or Spike seem all that disgusted by their little love session. We know Spike has that subconcious love for her working behind the scenes, so that kiss couldn't have turned him off too much. Buffy, as mentioned above, was just recently discussing her attraction to "bad boys." She may not like Spike right now, but that doesn't mean she isn't sexually attracted to him.

I really liked seeing Buffy and Riley out on a picnic together. We don't see Buffy outside in the day like this very often. Riley's car speech to her is very analogous to sex. Buffy says, "Cars and Buffy are, like .. un-mixy things." He replies, "It's just because you haven't had a good experience yet. You can have the best time in a car. It's not about getting somewhere. You have to take your time. Forget about everything. Just...relax." Now replace the word 'car' with 'sex' and 'in a' with 'having' and the connection is made. Ultimately Riley's right though, she really hasn't had a good experience yet. Riley also knows that she got used by Parker, so this is some really slick dialog by him. One other thing I want to mention is how touching Buffy is later in the episode when she tells Giles she wants him to be the one to give her away at her wedding. Even though she's under the spell, this offer is very sincere and genuinely touches Giles. Very sweet!

Willow gets herself in depression mode and it really begins to affect everyone. She ruins the mood of Buffy's picnic with Riley, is drinking beer, hurts Xander's feelings ("'Oh, poor me.. I live in a basement.' Yeah, that's dire."), and once again turns to black magic. When Giles hears that Willow tried to do a dangerous spell, especially with how emotionally unstable she is, he reacts with a look of grave concern. Willow gets defensive about it, which makes sense because Buffy was attacking her ability in "Fear, Itself" (4x04). She interprets Giles' concerns as attacks and ends up accidentally casting a spell on him. This is where the fun really begins. After he leaves, Willow moves on to Buffy for sharing her pain. The problem is, Buffy needs to go capture Spike (which she amusingly finds in two seconds, just like Willow said). So, Willow tries to talk with Xander who attempts to excercise his ability to "see and know." This time she snaps back at him and says, "Oh, yeah? Let's-let's look at your bio. Insect Lady, Mummy Girl, Anya...You're a demon magnet." It's funny and it's 100% certified true.

All of this inadvertant spell casting Willow's been doing apparently got D'Hoffryn's attention, because he pops up out of nowhere and offers her the chance to become a vengeance demon. When she refuses and says he just misunderstood what was happening he, at first, sounds incredibly angry with her. But instead of hurting her he simply sighs and says, "Oh well. Here is my talisman. You change your mind, give us a chant" and instantly sends her back to where the chaos is happening. The way the scene with D'Hoffryn is shot is positively hilarious. It's cool that he sees something in Willow now that makes him believe she could be a great force of vengeance, which she actually does become in "Villains" (6x20).

When Willow breaks the spell, everyone is looking at her with big "what the hell" faces. The scene then abruptly cuts to piles of cookies which she cooked to help let everyone forgive her. It's fun to note that her shirt says, "Speak no evil." Cookies help heal the current repercussions, but they certainly don't solve the root problem. Notice we don't see Giles, the person who's consistently been telling Willow be careful, eating a cookie? It's likely because she has everyone but him fooled about the danger of her growing powers. This is a really good episode. There's a ton of memorable humor along with some fascinating character development.