Written by Marti Noxon
Directed by James Whitmore Jr.

Guest starring

Meredith Salinger as Grace Newman
Christopher Gorham as James Stanley
John Hawkes as George
Miriam Flynn as Miss Frank
Brian Reddy as Bob (chief of police)
James Marsters as Spike
Juliet Landau as Drusilla
Armin Shimerman as Principal Bob Snyder

Guest starring

Brian Poth as fighting boy
Sarah Bibb as fighting girl

Co-starring

James Lurie as Mr. Miller
Ryan Taizriak as Ben
Anna Goman-Hidy as 50's girl #1
Vanessa Bednar as 50's girl #2