[[quoteright:284:https://static.tvtropes.org/pmwiki/pub/images/btvs_s3_ep17_enemies.jpg]]
[[caption-width-right:284:"Well, you see, when I was a kid, I used to beg my mom for a dog. Didn’t matter what kind. I just wanted, you know, something to love. A dog's all I wanted. Well, that and toys. But mom was so busy, you know, enjoying the drinking and passing out parts of life, that I never really got what I wanted."]]

->'''Buffy:''' Faith, listen to me.\\
'''Faith:''' Why? So you can impart some special Buffy wisdom, that it? Do you think you're better than me? Do you? Say it, you think you're better than me.\\
'''Buffy:''' I am. Always have been.

Directed by Creator/DavidGrossman

Written by Creator/DouglasPetrie & Creator/JaneEspenson

Buffy and Angel leave the Sun Cinema after seeing a film called ''Le Banquet D'Amelia'' -- which turned out to be much steamier than they'd expected. To prove that he isn't going to lose control, Angel kisses her, but their sweet moment is cut short when Faith shows up for patrol. While out hunting for the bad guys, the two slayers run into a demon who offers to sell them the ''Books of Ascension'' for $5,000. Apparently, these books would be very useful against the Mayor, so when he finds out about the offer, he asks Faith to kill the demon and take the books.

At the library, the Scooby Gang discusses "Ascension," but they know very little about it until Willow suggests checking in a book which Giles keeps hidden from her due to its magical content. Inside is a reference to a diary entry which warns of an Ascension the next day and the entire town he inhabited disappeared overnight. Cordelia Chase arrives and makes a date with Wesley. Faith finds the demon, who's desperate to get out of Sunnydale before the Mayor's Ascension, and kills him. She goes to Angel, apparently upset over what she's become and seeking comfort from him. Angel refuses to comfort her the way she wants, but Faith manages to sneak in a kiss on the cheek which Buffy happens to see. Faith's attempt to seduce Angel having failed, the Mayor decides to take his soul in the most painful way possible.

Buffy reports to Giles and Wesley, but having just seen Faith with Angel, a little upset and reluctant to do anything with Faith. After Xander gets the address for the demon from Willy, Buffy goes to find him, and Faith arrives just in time to tag along. When the two reach the demon's apartment, they find him dead. The Mayor talks to a shrouded man about taking Angel's soul away from him. Buffy tells Willow about how she saw Faith and Angel together, and Willow encourages Buffy to talk to Angel about it.

Faith finds Angel first at the mansion and apologizes for her behavior the night before, and then she pours blood onto his shirt. The shrouded man steps out of the shadows and chants a spell. Lights flash, Angel yells, and Angelus is back. He pulls Faith to him and they kiss before Angelus starts beating her up. The two fight and Faith ends up on top, holding a stake to his heart. A truce is made as Angelus agrees to meet the Mayor and the two kiss.

The gang meets again, and makes plans for the night. Willow reveals that she was unable to find anything in the Mayor's computer files since the files were emptied before she could get through to them. Unable to find Faith and Angelus, Buffy leaves to find out what's going on with the Mayor while Wesley takes a very eager Cordelia and the rest of the group, minus Xander, to the Hall of Records to find information on the Mayor. There, Willow finds a photograph of the Mayor which is over one hundred years old, confirming that he isn't human.

Faith takes Angel to meet with the Mayor, and Angelus tries to kill him, but discovers that the Mayor can't be killed. He tells the Mayor of his plans to torture and kill Buffy. The two walk the streets of Sunnydale on the way to Buffy's house, and encounter Xander who Angelus punches and knocks to the ground. After charming Joyce, Angelus and Faith find Buffy in her room and lure her away to the mansion. Once there, Angelus and Faith reveal that they're fighting for the other side now, and Angel knocks Buffy out cold.

Angelus chains Buffy to a wall, where she wakes up finding Angelus and Faith planning to torture her. Faith goes on about her painful childhood with a mother who drank too much, and her life as the Slayer living in Buffy's shadow. She reveals what she knows about the Mayor's master plans, which will culminate with the Ascension taking place on graduation day. Finally, Faith says with a smile, boasting her ability to deceive the Scoobies:

-->'''Faith:''' What can I say? I'm the world's best actor.
-->'''Angel:''' Second best.
-->'''Buffy:''' May I say something? … Psych!

Faith then realizes that she has been the duped -- everything that has occurred throughout the episode has in fact been a ruse set up by Buffy and Angel to expose Faith, and Buffy slips out of her chains. The rest of the Scooby Gang arrive as Buffy and Faith fight and end up with knives at each other's throats. Before anyone is killed, Faith breaks away, kisses her on the forehead, and runs off, knowing that Buffy wasn't ready to kill her yet.

At the library, Giles says good-bye to the shrouded man, revealing that the mysterious figure had come to Giles at the beginning and put on a light show in order to pay back a debt the man owed Giles for introducing him to his wife. Wesley is very upset that Giles did all this behind his back, and plans to tell the Watchers Council about it; Giles surprises him by saying that he should, remarking that he can think of nothing more dangerous than a rogue Slayer. Now that everyone is fully aware of Faith's having switched sides, they have to prepare to fight her as well. Faith is upset over the whole ordeal, but the Mayor tells her not to worry because after the Ascension they'll all be dead.

Buffy goes to Angel, and both are having a hard time dealing with what they had to do. Angel feels horrible that he had to do and say the things he did, and how far he let it go. Buffy needs some time, but as she leaves, he asks, "You still my girl?" and she responds, "Always."

----
!!Tropes:
* AbsurdlySpaciousSewer: It's revealed that Mayor Wilkins built Sunnydale "for demons to feed upon", so it makes sense that the sewer system is constructed so as to give [[TunnelNetwork easy access to the whole town]].
* ActionFashionista: Buffy's idea of covert infiltration wear is a black shirt with a [[SoMuchForStealth bright sparkly Union Jack on the front]].
* AlmostKiss: Faith/Angel flirts with canon status.
* AlwaysSecondBest
-->'''Faith:''' Do you think you're better than me? Do you? Say it, you think you're better than me.\\
'''Buffy:''' I am. [{{beat}}] Always have been.
* AnkleDrag: After Faith stabs Skyler the demon, he grabs her ankle and pulls her onto the floor, snarling in fury. Faith promptly goes AxCrazy.
* AnswerCut: "Where is Faith, anyway?" Cut to Faith [[OpenSaysMe kicking open the demon informant's door]].
* AnywhereButTheirLips:
** After Angel turns down her attempt at seduction, Faith kisses him on the cheek.
** Faith was originally going to give Buffy a TakeThatKiss [[HomoeroticSubtext on the mouth]], but it was changed to the forehead.
* ArousedByTheirVoice: Cordelia finds Wesley's voice quite sexy, much to Xander's fury.
* BaitAndSwitch: Faith seems uneasy about her FaceHeelTurn, is shocked at the violent manner in which she kills a demon, and so goes to Angel for help, leading to noticeable UnresolvedSexualTension between them. It looks like she's going to confess her relationship with the Mayor, only for it to be revealed she was actually hoping to sleep with Angel to make him lose his soul.
* BaitAndSwitchComment: Annoyed over Faith's innuendo about Angel, Buffy has [[IHaveJustOneThingToSay only one thing to say]]; "{{Duck}}' Faith ducks and Buffy punches a demon sneaking up behind her.
* BeautifulDreamer: Lampshaded by Angel...[[FaceHeelTurn after he knocks Buffy unconscious]].
* BewareTheSuperman: Giles agrees with Wesley about telling the Council about Faith's FaceHeelTurn for this reason.
-->'''Giles''': We have a rogue Slayer on our hands. I can't think of anything more dangerous.
* BirdsOfAFeather: Buffy worries that Angel might be attracted to Faith as they have a lot in common. Willow assures Buffy that Angel's not interested, and that her advice should be trusted because, "I too know the love of a taciturn man."
* BlatantLies: Cordelia asks Wes to help with her English assignment because he's English, and they can best discuss the matter in a nice restaurant.
-->'''Xander:''' And on the day the words 'flimsy excuse' were redefined we stood in awe and watched.
* BloodMagic: The ritual to steal Angel's soul involves this. Except that it's just a light show made by the hooded guy.
* BreakThemByTalking: Buffy tries doing this to Faith. Subverted when we discover that Angel was in on it, so Buffy knows Faith had to use magic to make him evil.
* CasualKink[=/=]BondageIsBad: Buffy wakes up shackled to the wall.
-->'''Angel:''' Morning, sleepyhead. You know what I just can't believe? All of our time together and we never tried chains.\\
'''Faith:''' Bondage looks good on you, B. The outfit's all wrong, but, hey!
* ContrivedCoincidence: The shaman whom the Mayor contacts to remove Angel’s soul happens to owe Giles a favor, and so he alerts the Scoobies to the Mayor’s plot.
* ChronicBackstabbingDisorder: Buffy warns that Angelus will turn on Faith once the two of them have killed Buffy. Angelus admits that's true; Faith just smirks and says they'll have to take their time killing her.
* DidTheyOrDidntThey: Just how far did Angel have to go with Faith?
* DoubleEntendre:
** From Faith:
--->'''Faith:''' The close-but-no-cigar thing with Angel. I don't know if I could handle, you know, the way you're not handling it.
** Faith is down because she couldn't get Angel to sleep with her and lose his soul.
--->'''The Mayor:''' So you couldn't give him that one moment of true happiness.\\
'''Faith:''' I was thinking more along the lines of a long weekend.
* EmergingFromTheShadows: The demon necromancer. His dark robes and VillainTeleportation certainly help in this.
* EngineeredPublicConfession: Faith believes Buffy is tied up and Angel is his evil alter ego Angelus, she tells them about the Mayor's plans — only, Buffy isn't tied and Angel is still his soulful self.
* EroticEating: Implied in ''Le Banquet D'Amelia''
-->'''Buffy:''' That was very...[[TrueArtIsIncomprehensible artistic]]. Wasn't what I expected. I've never actually seen... Well, from the title I thought it was about food. \\
'''Angel:''' Well there was food.\\
'''Buffy:''' Right. The-the scene with the, the food. So, feel like getting some hot chocolate? [[OnSecondThought Or some cold shower?]]
* EvilFeelsGood[=/=]FreudianExcuse: Invoked by Faith
-->'''Buffy:''' You don't know what you're doing.\\
'''Faith:''' Really? Weird, because something about all this just feels so right. Maybe it's one of those unhappy childhood things.
* EvilIsPetty: Angel and Faith are walking down the street when they come across Xander. Angel knocks him unconscious without breaking stride and says, "[[PercussiveTherapy That guy just bugs me.]]"
* FaceRevealingTurn: Faith isn't sure if the spell worked until Angel turns round in GameFace. Cue evil SmoochOfVictory.
* FailedAttemptAtDrama: Xander pretends he [[JackBauerInterrogationTechnique beat the information]] out of Willy [[TheInformant the Snitch]], but then admits he just [[ComicallySmallBribe bribed him $28]].
-->'''Xander''': Does the Council reimburse that?\\
'''Giles''': Did you get a receipt?\\
'''Xander''': Damn.
* FakeDefector: Angel pretends to have turned into Angelus. Buffy is in on the plan, but the audience doesn't find out until the moment when Angel reveals himself.
* FictionalMedia: ''Le Banquet D'Amelia'', which, given Buffy and Angel's ambiguous reactions and physical appearances, seems to land somewhere in reality with ''Literature/LikeWaterForChocolate'' and ''Film/NineAndAHalfWeeks'' with a side of '' [[Film/BabettesFeast Babettes Gæstebud]]''.
* FoeRomanceSubtext: Loads between Faith/Angel, Faith/Buffy and Angelus/Buffy.
* {{Foreshadowing}}:
** The connection between Angel and Faith (they even have [[ComicBook/AngelAndFaith their own comic series]] now!)
** Faith thinks that bondage suits Buffy.
* FromBadToWorse[=/=]IToldYouSo
-->'''Xander:''' I, uh, hate to spoil the mood, but this is so much worse than you think. You know how some people hate to say I told you so? Not me. I told you so. Angel's back in the really bad sense, and uh, I told you so.

* GoodIsNotNice: While posing as his EvilCounterpart, Angel gets to beat up and French-kiss Faith, throw Buffy's act of sending him to hell in her face, and knock down Xander -- the boy who's been trying to put a permanent end to Angel for the past three years (and whom Angel mistakenly assumes is a [[LoveTriangle possible love rival]]). It's not surprising that Buffy worries he might have enjoyed some of it.
* GoodSmokingEvilSmoking: Angelus' evil smoking moment in "Surprise" is given a CallBack when, after French-kissing Faith, he says it's good to have the taste of a Slayer back in his mouth. "It's like cigarettes, you know, just when I thought I'd quit."
* GreenEyedMonster: There's noticeable tension between Buffy and Faith even before she reveals her true nature, as [[NotWhatItLooksLike Buffy saw her kissing Angel]] [[AnywhereButTheirLips on the cheek]] during her earlier seduction attempt.
* GrievousHarmWithABody: Faith hurls Angel into the Scoobies when they [[TheCavalry come charging through the door]]. Unaware he's not evil they concentrate on him, leaving Faith free to attack Buffy.
* HalfTruth: Wesley tells Giles he kind of avoided mentioning to the Council that they're working together.
* HoneyTrap: Faith with Angel but in reality Angel with Faith; this disturbs Buffy even more than seeing her lover channel Angelus.
* HydePlaysJekyll: Inverted; Angel pretends to be Angelus.
* [[IfYouKillHimYouWillBeJustLikeHim If You Kill Me, You Will Be Just Like Me]]: Faith pulls this on Buffy to break a MexicanStandoff where she and Buffy both have knives to the other's throat. Unique in that Faith seems to somewhat want Buffy to kill her and thus become like her, as some form of revenge. Yeah, [[DeathSeeker Faith has issues]]...
* IKnowYoureInThereSomewhereFight: Mocked by Angelus;
-->'''"Angelus":''' Yeah, I know what you're thinking. Maybe there's still some good deep down inside of me that remembers and loves you. If only you could reach me. Then again, we have reality.\\
'''Buffy:''' I will kill you before I let you touch me.
* TheInformant: A demon version.
* InterplayOfSexAndViolence: Angel loses his soul and snogs Faith, then tries to kill her. Eventually Faith gets him pinned down.
-->'''Angel:''' Should have known you'd like it on top.\\
'''Faith:''' [[TheEasyWayOrTheHardWay You wanna listen or you wanna die?]]\\
'''Angel:''' Long as you're there, I mostly want you to wriggle.
* IShallTauntYou: Buffy taunting Faith so she'll kill her quickly instead of torturing her to death. Actually because she's trying to goad Faith into SayingTooMuch.
* InvokedTrope: Faith uses TheseHandsHaveKilled, LastSecondChance and CooldownHug in an attempt to seduce Angel.
* ItsNotPornItsArt: The [[EverythingsSexierInFrench foreign film]] ''Le Banquet D'Amelia'' that Buffy and Angel saw. It apparently involved EroticEating. And a [[KimonoFanservice kimono.]]
* LovesTheSoundOfScreaming: Faith is about to torture Buffy.
-->Before we get started, I just want you to know; [[FoeRomanceSubtext if you're a screamer, feel free]].
* MakeOutPoint: Buffy and Angel emerge from a theatre with rumpled clothing after watching an erotic French film.
* MakesUsEven: The mysterious necromancer declares that he and Giles are now even, and warns Giles not to call on him again.
* TheMole: Faith of course, but also Angel.
* MomentKiller: "Check out the lust-bunnies."
* NightmareFetishist: On hearing the demon wants $5000 to sell the ''[[TomeOfEldritchLore Books of Ascension]]'', Giles gripes at the fall in standards in the demon world. "Whatever happened to the still-beating heart of a {{virgin|Power}}?"
* NotHelpingYourCase: Willow tries to assure Buffy there's nothing going on between Faith and Angel. Unfortunately she's still angry at the whole Faith-sleeping-with-Xander thing.
-->'''Buffy:''' You're right. Faith would never do that.\\
'''Willow:''' Faith would [[ReallyGetsAround totally do that!]] Faith was [[MsFanservice built to do that.]] She's the [[BuffySpeak do-that girl]].\\
'''Buffy:''' Comfort, remember comfort, here?\\
'''Willow:''' I mean, please, does Angel come up to Faith's standards for a guy? Let's see, is he breathing?\\
'''Buffy:''' [[AnalogyBackfire Actually, no.]]\\
'''Willow:''' But Buffy, Angel. There's no way he would ever do that.
* ObliviousMockery: On seeing the dead Skyler, Buffy comments, "This looks like [[AxCrazy someone's idea of a party]]."
* OhCrap
-->'''Faith:''' What can I say? I'm the world's best actor.\\
'''Angel:''' [[WhamLine Second best.]]
* OneTrueLove
-->'''Angel:''' You're still my girl?\\
'''Buffy:''' Always.
* OutOfCharacterAlert: The Mayor and Faith conspire to steal Angel's soul and unleash Angelus again. They seem to succeed, and when Angel addresses her as "Buff", one of his TermsOfEndangerment back when he was evil, Buffy promptly goes OhCrap. Ultimately subverted; Buffy and Angel had grown suspicious of Faith, and set the whole thing up to get info on the Mayor's plans and out her.
* OutGambitted: Angel never turned evil again; it was all an act he, Buffy and Giles devised to get info on Wilkins's plans and out Faith as his new [[TheDragon Dragon]].
* PassiveAggressiveKombat: Wilkins and Angelus manoeuvring to show who's top demon. Wilkins wins without breaking a sweat.
* PlayAlongPrisoner: Buffy casually takes her hands out of the shackles Angelus supposedly put on her.
* ReallySevenHundredYearsOld: The Scoobies find a [[ExpositionOfImmortality picture of Wilkins from a century ago]].
* TheResenter:
-->'''Faith:''' You know, I come to Sunnydale. I'm the Slayer. I do my job kicking ass better than anyone. What do I hear about everywhere I go? Buffy. So I slay, I behave, I do the good little girl routine. And who's everybody thank? Buffy. You get the Watcher. You get the mom. You get the little Scooby gang. What do I get? Jack squat. [[NotBigEnoughForTheTwoOfUs This is supposed to be my town!]]
* SelfMutilationDemonstration: After Angelus makes a few unsubtle threats, the Mayor invites Angel to kill him with the letter opener he's fondling in a significant manner. Angelus hurls the letter opener and Wilkins [[ArrowCatch quickly moves his hand to block it]], catching the blade [[ImpaledPalm through the palm]]. Angelus and Faith take this in stride, until Wilkins removes the letter opener and the wound [[HealingFactor closes itself up]].
* SexDressed: Although it's made clear [[CantHaveSexEver they didn't have sex]], Buffy and Angel with rumpled clothing are shown emerging from a theatre screening an erotic foreign film.
* SexForSolace: Faith passes off her earlier attempt at seducing Angel as this.
* SidetrackedByTheAnalogy:
** Faith boasts [[TheDragon she'll be sitting on the right hand]] of the Mayor after his Ascension, then wonders if [[EldritchAbomination he'll actually have hands by that stage]].
** Buffy re: getting Angel sexually excited. "I don't like to rub your nose in it...I'm suddenly wondering where that expression comes from."
* ShadowArchetype: Faith in her ParentalSubstitute relationship with the Mayor (mirroring Buffy re: Giles) and Faith/Angelus as the evil Slayer and her soulless vampire lover. No wonder Buffy is freaked out.
* ShapedLikeItself
-->'''Mayor:''' And what exactly did this demon look like?\\
'''Faith:''' [[SuspectIsHatless Demonic.]]
* SheIsAllGrownUp: The Mayor gets all choked up seeing Faith go on a kidnap/torture/kill date with Angelus.
* SlipIntoSomethingMoreComfortable: Buffy is wearing a nice tight dress, but is told to investigate the BigBad's office. She says she'll slip into something a bit more [[BuffySpeak break-and-enter-ish]].
* SmoochOfVictory: Faith snogs Angel after he turns, then [[KickTheDog does it again right in front of Buffy]].
* SpottingTheThread: Buffy begins to get suspicious of Faith when she notices that Faith turns the light on in the dead demon's apartment without even looking at it, meaning she already knew where it was in relation to the door.
* SummonBiggerFish: The Mayor's reason for bringing back Angelus.
* TakeThatKiss: Once the ruse is revealed, Faith kisses Buffy [[AnywhereButTheirLips on the forehead]]. It was [[HomoeroticSubtext scripted to be]] [[FoeRomanceSubtext on the lips]], but [[ExecutiveMeddling either SMG or the network nixed it]]. (One would assume it was the network, as Gellar [[BestKnownForTheFanService famously]] had no problem kissing a girl in ''Film/CruelIntentions'', released earlier that year.) [[invoked]]
* ThatWasTheLastEntry: The first info the Scoobies have about the prophesied "ascension" is a journal entry of a pastor in the town of Sharpesville saying "Tomorrow is the ascension, [[GodHelpUsAll may God help us]]." It was the last time the town was ever heard of.
* TitledAfterTheSong: A possible example from "Chinese Burn" by Curve, the music that was playing during the Buffy/Faith dance scene in "[[Recap/BuffyTheVampireSlayerS3E14BadGirls Bad Girls]]".
-->''Friends and enemies they're all the same''
* ToCreateAPlaygroundForEvil: Faith mentions in passing that Wilikins "built this town for demons to feed on". This would explain a lot about Sunnydale, such as its WeirdnessCensor and TunnelNetwork of {{Absurdly Spacious Sewer}}s.
* TheTriple: Angelus reveals to Buffy that he's turned evil.
-->'''Angelus:''' You know, I never properly thanked you for [[Recap/BuffyTheVampireSlayerS2E22BecomingPart2 sending me to hell]]. And I'm just wondering, where do I start? Card? Fruit basket? Evisceration?
* ToThePain: Faith does the meta version involving the reveal of a tray of torture instruments.
* UncannyFamilyResemblance: Invoked by the Mayor, [[MyGrandsonMyself who was himself, his son, and his grandson]] (he's immortal).
* UnholyMatrimony: Faith and "Angelus".
* UnresolvedSexualTension[=/=]{{Betty and Veronica}}: One of the reasons why the thought of Angel getting close to Faith shakes Buffy's confidence, given her [[CantHaveSexEver relationship with Angel]].
* VampiresAreSexGods: Faith enthusiastically tongue-wrestles with "Angelus".
* WhamEpisode: Angelus returns and has allied himself with an utterly psycho Faith, who is all for killing all of Sunnydale for the BigBad. It's all a ruse, but evil Faith is ''frightening''.
* WhamLine:
--> '''Faith:''' What can I say, I'm the world's best actor.\\
'''Angel:''' Second best.
* WhiteShirtOfDeath: Faith starts the spell by throwing a jar of blood onto Angel's white singlet.
* WroteTheBook
-->'''Mayor:''' There's more than one way to skin a cat. And I happen to know that's factually true.
* YouHaveFailedMe: Lampshaded by the Mayor when Faith asks what will happen is she doesn't get to the ''Books of Ascension'' in time. The Mayor replies that he only likes positive thoughts, after all [[VillainousDemotivator replacing Mr Trick was difficult enough]]. At the end however when Faith ''has'' failed, the Mayor decides to [[AffablyEvil cheer her up]] with a game of miniature golf instead.
* YouOweMe: The Mayor brings in some kind of necromancer demon to remove Angel's soul and bring him over to their side. It seems to work at first, but is later revealed to have been a ruse on Angel's part to get info on the Mayor's plans. The necromancer is shown at the end talking to Giles about how his debt to him has been repaid. When the awestruck Scoobies ask what that meant, Giles casually explains, "I introduced him to his wife."
----