Seth Green has been removed from the opening credits, with James Marsters promoted to the main cast and takes his place, a position he will maintain for the remainder of the series. This is also the first time in the series a cast change occurs mid-season.
At the first overview of The Initiative bunker, one of the Fish People from "Go Fish" (Season 2 Episode 20) can be seen on one of the stretchers.
Joss Whedon was glad that James Marsters agreed to join the show full time because he felt that Charisma Carpenter having moved to Angel (1999), the show lacked a character who was openly rude to the other characters. He described it as "having that awkward neighbour that is like "Hi can I borrow a cup of sugar and insult you?""
When Spike scrolls through the student register on the computer, the student names include names of crew members working on the show: J.D. Peralta (producer Marti Noxon's assistant); Eric Parker (assistant chief lighting technician) Jeff Pruitt (long-time stunt coordinator and husband of Sarah Michelle Gellar's stunt double, Sophia Crawford), Victoria Ruskin (set designer); Cindy Rosenthal (costume supervisor); Lisa Rosenberg (hair stylist); David Solomon (one of the directors); Tim Speed (lighting console operator / rigging gaffer) and Leo Solis (special effects).
Mercedes McNab says the hair-pulling, shin-kicking fight with Xander was "actually one of my favorite on-screen fights." When asked if she had a stunt double, she responded "No, it was all me", but "we wore knee pads and shin guards... which was kind of ridiculous seeing it was just such a cheesy fight."